Criteo
Annual Report 2015

Plain-text annual report

Morningstar® Document Research℠ FORM 10-KCriteo S.A. - CRTOFiled: February 29, 2016 (period: December 31, 2015)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results.UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549FORM 10-K(Mark One)xxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934for the Fiscal Year Ended December 31, 2015or¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934for the transition period from to Commission file number: 001-36153Criteo S.A. (Exact name of registrant as specified in its charter)France (State or other jurisdiction of incorporationor organization) Not Applicable (I.R.S. Employer Identification Number)32, rue Blanche, 75009 Paris—France (Address of principal executive offices including zip code)Registrant's telephone number, including area code: +33 1 40 40 22 90 Securities registered pursuant to Section 12(b) of the Act:American Depositary Shares, each representing one ordinaryshare, nominal value €0.025 per shareNasdaq Global Select MarketOrdinary shares, nominal value €0.025 per share* Nasdaq Global Select Market *(Title of class) (Name of exchange on which registered)* Not for trading, but only in connection with the registration of the American Depositary Shares.Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files). Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the bestof the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See thedefinitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.Large AcceleratedFiler x Accelerated Filer ¨ Non-accelerated Filer ¨(Do not check if a smaller reporting company) Smaller reporting company ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completedsecond fiscal quarter, was $2.7 billion, based on the closing sale price as reported by the Nasdaq Global Select Market on June 30, 2015. Ordinary shares,nominal value €0.025 per share, held by each officer and director and by each person who owns or may be deemed to own 10% or more of the outstandingordinary shares have been excluded since such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. As of January 31, 2016, the registrant had 62,480,517 ordinary shares, nominal value €0.025 per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCEPart III incorporates certain information by reference from the registrant’s proxy statement for the 2016 Annual Meeting of Shareholders. Such proxystatement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2015. Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.CRITEO S.A. ANNUAL REPORT ON FORM 10-K For The Fiscal Year Ended December 31, 2015TABLE OF CONTENTSPART I Item 1 Business1Item 1A Risk Factors18Item 1B Unresolved Staff Comments51Item 2 Properties51Item 3 Legal Proceedings51Item 4 Mine Safety Disclosures51PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52Item 6 Selected Financial Data61Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations65Item 7A Quantitative and Qualitative Disclosures About Market Risk96Item 8 Financial Statements and Supplementary Data96Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97Item 9A Controls and Procedures97Item 9B Other Information98Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART III Item 10 Directors, Executive Officers and Corporate Governance99Item 11 Executive Compensation99Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters99Item 13 Certain Relationships and Related Transactions, and Director Independence99Item 14 Principal Accounting Fees and Services99PART IV Item 15 Exhibits and Financial Statement Schedules99Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.GeneralExcept where the context otherwise requires, all references in this Annual Report on Form 10-K (“Form 10-K”) to the “Company,” “Criteo,” “we,” “us,” “our”or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-K, references to “$” and “US$” are to United States dollars.Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ofAmerica, or U.S. GAAP. Unless otherwise indicated, the statistical and financial data contained in this Form 10-K are presented as of December 31, 2015.Trademarks“Criteo,” the Criteo logo and other trademarks or service marks of Criteo S.A. appearing in this Annual Report on Form 10-K are the property of Criteo S.A.Trade names, trademarks and service marks of other companies appearing in this Form 10-K are the property of their respective holders.Special Note Regarding Forward-Looking StatementsThis Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), andSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and oninformation currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-K,including statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, areforward-looking statements. When used in this Form 10-K, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,”“may,” “might,” “plan,” “potential,” “predict,” “objective,” “should,” or the negative of these and similar expressions identify forward-looking statements.Forward- looking statements include, but are not limited to, statements about:•our ability to meet the challenges of a growing and international company in a rapidly developing and changing industry, including our abilityto forecast accurately;•our ability to maintain an adequate rate of revenue growth and sustain profitability;•the ability of the Criteo Engine to accurately predict engagement by a user;•our ability to continue to collect and utilize data about user behavior and interaction with advertisers;•our ability to adapt to regulatory, legislative or self-regulatory developments regarding internet privacy matters;•our ability to protect users’ information and adequately address privacy concerns;•our ability to acquire an adequate supply of advertising inventory from publishers on terms that are favorable to us;•our ability to predict and adapt to changes in widely adopted industry platforms and other new technologies;•the effects of increased competition in our market;•our ability to enter new marketing channels and to effectively scale our technology platform in new industry verticals;Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•our ability to manage our international operations and expansion and the integration of our acquisitions;•our ability to maintain, protect and enhance our brand and intellectual property;•failures in our systems or infrastructure; and•our ability to attract and retain qualified employees and key personnel.You should refer to Item 1A “Risk Factors” of this Form 10-K for a discussion of important factors that may cause our actual results to differ materially fromthose expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in thisForm 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of thesignificant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other personthat we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-lookingstatements, whether as a result of new information, future events or otherwise, except as required by law.You should read this Form 10-K and the documents that we reference in this Form 10-K and have filed as exhibits to this Form 10-K completely and with theunderstanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by thesecautionary statements.This Form 10-K contains market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number ofassumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-partyinformation. While we believe the market position, market opportunity and market size information included in this Form 10-K is generally reliable, suchinformation is inherently imprecise.Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART IItem 1. BusinessHistory and Development of the CompanyCriteo S.A. was incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 yearsand subsequently converted to a société anonyme, or S.A. We are registered at the Paris Commerce and Companies Register under the number 484 786 249.Our agent for service of process in the United States is National Registered Agents, Inc. We began selling our solution in France in 2007 and expanded ourbusiness into other countries in Western Europe. In 2009, we expanded our business into North America and entered the Asia-Pacific region in late 2010.Business OverviewWe are a global technology company specializing in digital performance marketing. We strive to deliver post-click sales to our advertiser clients at scale andaccording to the client’s targeted return on investment. We use our proprietary predictive software algorithms, coupled with large volumes of granularshopping intent data and deep insights gained from the analysis of expressed consumer intent and purchasing habits, to price and deliver in real time highlyrelevant and personalized digital performance advertisements to consumers. By measuring our value delivered on a post-click sales basis, we make the returnon investment transparent and easy to measure for our advertiser clients.We partner with our clients to capture activity on their digital properties, which we define as websites and/or mobile applications, and optimize ouradvertisement placement decisions based on that activity and other data. Demonstrating the depth and scale of our data, we collected data on over $439billion in sales transactions1 on our clients' digital properties in the year ended December 31, 2015, whether or not a consumer saw or clicked on anadvertisement displayed by Criteo. Based on this data and our other assets, we delivered targeted advertisements that generated approximately 5.2 billionclicks in the year ended December 31, 2015. Based on these clicks, our clients generated approximately $21 billion in post-click sales2 during this period. Apost-click sale is defined as a purchase made by a user from one of our clients’ digital properties within a certain period of time following the user clicking onan advertisement we delivered for that client. This period of time varies by client, but is a maximum of 30 days. We believe post-click sales is a keyperformance indicator that our clients use to measure the effectiveness of our solution in driving sales and the return on their marketing spend with us. As ofDecember 31, 2015, we had over 10,000 clients and in each of the last three years our average client retention rate was over 90%.___________________________________________________ 1 We have changed the method to measure our clients’ sales transactions and aligned it with our method to measure post-click sales in 2015. Previously, we collected data on purchaseswith an average order value between €10 and €1,000 (or euro equivalent for transactions denominated in currencies other than the euro) made by visitors representing less than 50%of all monthly visitors to a client's digital properties. Now, we collect data on purchases made by visitors representing less than 30% of all visitors to a client's digital properties overthe last three months, where our client's cost of sales is between 0.5% and 40%. Using this new method, our clients’ sales transactions were $279 billion in 2014 and $439 billion in2015.2 We have changed our method to measure post-click sales and aligned it with our method to measure client sales. Previously, we collected data on purchases with average order valuebetween €10 and €1,000 (or euro equivalent for transactions denominated in currencies other than the euro) made by visitors representing less than 30% of all visitors to a client'sdigital properties in the last 12 months. Now, we collect data on purchases made by visitors representing less than 30% of all visitors to a client's digital properties over the last threemonths, where our client’s cost of sales is between 0.5% and 40%. Using this new methodology, our clients’ post-click sales were $15.3 billion in 2014 and $20.9 billion in 2015.1Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Our technology enables digital performance marketing through four key steps.First, we capture consumers' shopping intent directly from the product catalogs and stores on our advertiser clients' digital properties. Second, our proprietarytechnology predicts the best offer for each user of our advertiser clients by recommending the right product or service for that user, predicting in real time thevalue of that user for the advertiser client and bidding an appropriate price for the advertising inventory on which our advertisement will be displayed. Third,we create a customized advertisement and deliver the advertisement to the user across a wide range of inventory available to us. Fourth, we measure in realtime the success of the advertisement and relay that information to our advertiser clients. This entire process can be executed in under 100 milliseconds and,throughout the process, our technology monitors and adjusts each of these steps in order to optimize performance in real time. Every day we are presentedwith billions of opportunities to connect individuals that are browsing the internet or using mobile applications, whom we refer to as consumers or users, withrelevant marketing messages from our clients. For each of these opportunities, our algorithms analyze massive volumes of data to observe and predict userintent and deliver specific messaging for products or services that are likely to engage that particular user and result in a sale for our client. The accuracy ofour algorithms improves with every advertisement we deliver, as they incorporate new data, while continuing to learn from previous data.Our solution is comprised of the Criteo Engine, our data assets, access to inventory, and our advertiser and publisher platforms. The Criteo Engine has beendeveloped over the past 10 years and consists of multiple machine learning algorithms—in particular our prediction, recommendation, bidding and creativealgorithms—and the proprietary global hardware and software infrastructure that enables our solution to operate in real time and at significant scale. TheCriteo Engine delivers advertisements through multiple marketing channels and formats, including display advertising banners, native advertising banners(including on social media platforms) and marketing messages delivered to opt-in e-mail addresses. Advertisements are delivered on all devices and screens,including web browsers on desktops and laptops, mobile web browsers on smartphones and tablets, as well as mobile applications.Access to high quality data assets fuels the accuracy of our algorithms. These data assets include our clients' sensitive and proprietary data, such as:transaction activity on their digital properties; publisher-specific data, such as the performance of advertisements we previously delivered; as well asinternally developed data that includes vast knowledge we have extracted from having delivered and measured responses to over 2.4 trillion advertisingimpressions. We obtain large volumes of expressed consumer purchase intent, browsing behavior and transaction data through integration with substantiallyall of our clients, which enables us to track users' interactions with our clients' digital properties at an individual product level.2Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.We believe this deep access to highly granular information demonstrates the trust that our clients place in us. For example, for most of our clients, wetypically have real-time access to the products or services a customer has viewed, researched or bought from them and we continuously receive updatedinformation on more than 600 million products or services, including pricing, images and descriptions. The combination of these data sets gives us powerfulinsights into consumer purchasing habits that we use to create the most relevant advertisements to drive user engagement and ultimately sales for our clients.We also benefit from broad access to inventory through our direct relationships with close to 14,000 publisher partners, as well as a leading presence on real-time-bidding display advertising exchanges. We define inventory as the combination of display advertising impressions as well as opt-in e-mail addresses.We believe that many of our direct publisher partners have granted us preferred access to portions of their inventory as a result of our ability to effectivelymonetize that inventory. This access means we are able to select, buy and price inventory on an impression-by-impression basis that a publisher mightotherwise only sell subject to minimum volume commitments. In addition, in some instances, we get exclusive access to inventory or priority access before apublisher makes that inventory available to others.The accuracy and efficiency of the Criteo Engine enables us to charge our clients only when users engage with an advertisement we deliver, usually byclicking on it. In contrast, traditional display solutions typically charge clients when an advertisement is displayed, whether or not the advertisement is seenor clicked on. We believe our pay-for-performance pricing model provides a clear link between the cost of a marketing campaign and its effectiveness and isvalued as such by our clients. Our revenue retention rate was 135%, 147% and 138% for the years ended December 31, 2013, 2014 and 2015. We define ourrevenue retention rate as (i) revenue recognized during a period from clients that contributed to revenue recognized in the prior corresponding period dividedby (ii) total revenue recognized in such prior corresponding period. We believe our ability to retain and grow revenue from our existing clients is a usefulindicator of the stability of our revenue base and the long-term value of our client relationship.Our clients have 24/7 access to a unified dashboard to manage their campaigns. As a result, we reduce unnecessary complexity and cost associated withmanual processes and multiple vendors for our clients, delivering efficiencies even as clients' campaigns grow in size and complexity. Our solution isavailable as a unique and comprehensive offering and cannot be broken down and purchased as separate products or services.As clients have embraced our solution, we have achieved significant growth since our inception and have established a global footprint, including asignificant presence in Europe, the Americas and Asia-Pacific. As of December 31, 2015, we had more than 10,000 clients that used our solution, includingsome of the largest and most sophisticated e-commerce companies in the world.Our financial results include:•revenue of $589.4 million, $988.2 million and $1,323.0 million for the years ended December 31, 2013, 2014 and 2015, respectively;•revenue excluding traffic acquisition costs, which we refer to as Revenue ex-TAC, which is a non-GAAP financial measure, of $237.7 million,$402.8 million and $534.0 million for the years ended December 31, 2013, 2014 and 2015, respectively;•net income of $1.8 million, $46.9 million and $62.3 million for the years ended December 31, 2013, 2014 and 2015, respectively; and•Adjusted EBITDA, which is a non-GAAP financial measure, of $41.6 million, $105.4 million and $143.4 million for the years ended December 31,2013, 2014 and 2015, respectively.Please see footnotes 3 and 5 to the "Other Financial and Operating Data" table in Part II Item 6. Selected Financial Data in this Form 10-K for a reconciliationof Revenue ex-TAC to revenue and Adjusted EBITDA to net income, in each case the most directly comparable financial measures calculated and presentedin accordance with U.S. GAAP.3Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Industry BackgroundThe ability to engage and convert customers is a critical driver of success for businesses, especially for businesses in the e-commerce sector, who oftendedicate a significant portion of their cost base to developing such an ability. Business to consumer retail e-commerce was approximately a $1.6 trillionindustry globally in 2015, and is expected to grow at a 16% compound annual growth rate, or CAGR, to $2.5 trillion in 2018, according to eMarketer. Theinternet and mobile devices are becoming increasingly important mediums for businesses to generate customer engagement and leads that ultimately result insales, both online and offline. However, these mediums are also complex and fragmented, making it difficult and costly to engage and convert customers. Forexample, the global cart abandonment rate, or the percentage of online customers leaving their order behind instead of purchasing, was 76% in 2015according to SaleCycle, including 78% in the Retail vertical and 83% in the Travel vertical. It is therefore important for businesses to develop and executemarketing campaigns across all screens (desktop, laptops, tablets and smartphones) effectively harnessing consumer intent, big data, technology,measurability and the ability to target, at scale. According to eMarketer, marketers spent $170.2 billion on digital advertising in 2015, including on search,display and classifieds, with this spend expected to grow at a 14.5% CAGR to over $255 billion in 2018.There are two primary channels for customer engagement and conversion online – search and display.Search marketing, which mainly consists of placing text-based advertisements alongside user query results, represented 48.2% of internet advertising spendin 2015. It is expected to grow from $82.0 billion in 2015 at a 14.0% CAGR to $121.4 billion in 2018, according to eMarketer. Historically, search has beeneffective at capturing consumer intent and quickly delivering highly targeted advertisements based on query keywords, showing measurable results throughsimple, pay-for-results pricing, and creating an automated and efficient marketplace for advertising inventory.Internet display advertising involves placing images, video or advertisements that incorporate animation, sound and/or interactivity, which we refer to as richmedia content, alongside website and mobile application content. According to ZenithOptimedia, display advertising accounted for 44% of the $170 billiontotal internet advertising market in 2015. It is projected to grow at a 16.8% CAGR to $119.2 billion in 2018. The display market is highly fragmented ascompared to search and is growing at a rate faster than search, due in part to the rapid rise of mobile internet usage, as well as the continued proliferation ofcontent across the internet, including on social media platforms. Through internet display advertising, businesses can deliver impactful advertisementsintegrating imagery, sound, motion and interactivity with the user. These attributes have led display advertising to be well suited to broad marketingobjectives, including generating awareness and favorability for brands as opposed to the intent-driven performance objectives of search.Currently, internet display advertising faces a number of important challenges as an effective intent-driven medium for customer engagement and conversion,including:Difficult to Deliver Targeted, Relevant Ads. Businesses strive for targeted, relevant advertisements to minimize wasted spend and maximize their chances ofgenerating engagement, and ultimately a sale. Relevant advertisements are ones that target a specific audience with a message that matches that audience'spurchase intent or interest and that are delivered at the right moment. Achieving relevance, however, is particularly difficult because users are scattered acrossonline destinations and devices, and consumer purchase intent and interest can be hard to determine or can change rapidly. Against this backdrop, traditionalinternet display advertising solutions have incorporated limited audience targeting capabilities, and even more limited personalization. In addition, thesesolutions have generally not been effective in utilizing consumer intent as a signal for the delivery of advertisements. As a result, targeting and messaginghave mainly been done by placing generic advertisements alongside certain types of content (e.g., non-personalized automotive advertisements on sitesrelated to cars), without incorporating purchase intent or interests. These traditional campaigns often lack relevance, and as a consequence result in poor userengagement.4Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Difficult to Deliver Performance at Scale. Many internet display advertising solutions are unable to sustain performance for larger campaigns or longer trialsdue in part to the highly fragmented nature of the internet display landscape, increasing amounts of data and lack of robust technology. Therefore, thechallenges described above are amplified for larger and more complex campaigns.Pricing Disconnected from Performance. Internet display advertising inventory has historically been sold on a cost per impression, or CPM, basis, meaningthat an advertiser is charged each time an advertisement is displayed, whether or not a user interacted with the advertisement. This makes it difficult foradvertisers to determine the true cost of an advertising campaign and evaluate the relationship of that cost to the effectiveness of the campaign in drivingengagement and sales. Today, there are a few different pricing models generally available in the internet advertising market, including the traditional CPMpricing model, as well as cost per click, or CPC, pricing model, where an advertiser is charged when a user clicks on the advertisement, cost per action, orCPA, pricing model, where an advertiser is charged when a user takes a specific action which may be completing a form or making a purchase, and hybridpricing models, which reflect a combination of one or more of these models. While the search segment of the internet advertising market is generally pricedon a CPC model, we believe the internet display advertisement segment of the internet advertising market is generally priced on a CPM basis.Inefficient Campaign Execution. Deployment of internet display advertising campaigns can be inefficient and costly. Traditional solutions are often acombination of many point solutions, requiring businesses to connect and manage multiple intermediaries and complex elements of the advertisingcampaign execution process, including media planning, data analysis, targeting, creative assembly, media buying, optimization, advertisement serving andreporting. In addition, meaningful portions of campaign planning, execution and management remain a highly manual exercise.We believe internet display advertising has now reached a critical inflection point where its potential to be both a brand building medium and a moreeffective engagement and conversion tool has finally materialized. This transformation is being driven by powerful technology trends including:Big Data. According to IDC, from now until 2020, the digital universe is expected to double every two years. The large and diverse data sets that make upthis digital information are often referred to as big data and are generally categorized into business application data, human-generated content and machinedata. New computational approaches and the falling costs of computing power enable technology companies to process and draw insights from this datausing machine learning approaches. These insights can be used to optimize display advertising campaigns in ways that were not previously possible. Theability to collect, collate and analyze shopping intent data points is becoming a key differentiator for advertiser clients.Programmatic Buying. Technologies for more automated and efficient buying and selling of display advertising have been gaining traction for several yearswith both advertisers and publishers. Programmatic buying from real-time, automated buying platforms and bidding exchanges, as well as throughrelationships with publishers, provide advertisers with dynamic, targeted and efficient ways to access the proper inventory, and help publishers to maximizethe value of their advertising inventory. Worldwide spending in programmatic display advertising is expected to grow from $14.2 billion in 2015 to $36.8billion in 2019 according to MAGNA GLOBAL, representing a CAGR of 31.0%.Mobile Commerce and Multi-Device Usage. Penetration of smartphones and tablets is driving rapid growth of global mobile commerce. Mobile commercerepresented $298 billion globally in 2015, and is expected to grow at a 28.1% CAGR between 2015 and 2018 according to Goldman Sachs. Mobile devicesaccounted for 35% of the global e-commerce transactions of our retail clients in the fourth quarter of 2015. In mature markets such as Korea, Japan and theUnited Kingdom, close to or more than 50% of e-commerce transactions were done on a mobile device over the same period. In addition, consumersincreasingly use multiple devices to access the internet and interact with ecommerce websites. Accordingly, transactions involving the usage of multipledevices, referred to as “cross-device” transactions, represent a fast-growing share of ecommerce, and mobile commerce in particular. Close to 40% of theecommerce transactions of our clients occurred across multiple devices in the fourth quarter of 2015.5Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Competitive Strengths of Our SolutionWe believe our solution is transforming the way our clients use digital performance marketing to drive sales by making digital performance marketing, and inparticular internet display advertising, a more efficient and effective medium for engaging consumers and converting them into buyers. We believe thefollowing competitive strengths will enable us to capture increasingly greater digital performance marketing budgets:Powerful, Scalable Technology & Network Effects. Our solution is the result of 10 years of research and development and investment in our technologyplatform. The Criteo Engine is supported by a flexible and scalable high-performance computing infrastructure, made of 22,340 processing cores with totalstorage capacity of 39 petabytes. Every day, our platform can process 26 terabytes of additional compressed data. We own over 14,000 servers through aglobal network of seven data centers and have a team of over 700 professionals dedicated to operating and constantly enhancing our technology platform.We believe our core assets are increasingly hard to replicate by other market participants. Our technology platform operates at significant scale and ispowered by machine learning algorithms whose accuracy and performance improve with each new piece of information about a user and the billions ofadvertising impressions we analyze daily, creating a cycle of increasing network effects. As clients spend more with us and we attract more publisherinventory and deliver more advertisements, our data assets grow, enabling us to deliver even more precisely targeted and personalized advertisements andgenerate additional sales for our clients. As a result, we believe more businesses will use our solution and increase their spend with us. This, in turn, willenable us to increase advertising revenue for our publishers, further expanding our publisher network and enhancing our access to their advertisinginventory. We expect this cycle of self-reinforcing network effects will continue to contribute to fueling our growth.Highly Relevant, Targeted Ads. Through our deep data-driven understanding of consumer intent and behavior, we are able to deliver highly relevant,targeted and personalized advertisements across a number of devices, including desktops, laptops, smartphones and tablets. We have access to two types ofdifferentiating high quality data: (1) valuable consumer purchase intent and behavior data, including products that a consumer has recently viewed orpurchased; and (2) our own operating data and insights, accumulated through the delivery of over 2.4 trillion internet display advertisements. Substantiallyall of our clients grant us access to their detailed consumer purchase intent and behavior data through integration with their websites and mobileapplications. More broadly, our own operating data includes insights from user responses to each advertisement that we provide, which we use to continuallyimprove our performance. The scale and breadth of our data is constantly growing as users interact with our clients and as we deliver advertising impressions.For example, in 2015, we analyzed over 9 trillion ad impressions and delivered over 710 billion targeted advertisements. By dynamically matching what webelieve to be a user's intent or interest with a personalized advertisement, we are able to deliver more relevant and engaging advertisements to users, whichare more likely to lead to sales. Our average click-through rate, or the ratio of clicks generated by our advertisements over the number of advertisingimpressions we purchased (“CTR”), was 0.66% in 2015, which represents a factor of over four times the average click-through rate for Standard Media in2015 of 0.16%, as measured by the DoubleClick display benchmark tool. We believe our superior click-through rate illustrates the strength of our solution.Performance Driven Business Model and Transparency of Return-On-Investment. We only get paid when a user engages with one of our advertisements,usually by clicking on it. This model is well proven in search marketing, and our clients value pay-for-performance pricing for providing a clear link betweenthe cost of a marketing campaign and its effectiveness. In addition, as the Criteo Engine becomes more sophisticated, we are increasingly optimizing oursolution not just to maximize clicks at a target cost per click, but to maximize post-click purchases at a target cost of sales. As a result, most of our clients nowset their budgets with us whereby their total spend with us is effectively constrained only by our ability to find enough relevant opportunities for them thatachieve their specific return objectives. For example, for the year ended December 31, 2015, 78% of our Revenue ex-TAC was derived from clients whosebudgets were either uncapped or so large that the budget constraint did not restrict purchases of advertisements by us. In addition, existing advertiser clientscontinue to increase their advertising spend with us as demonstrated by an increase in Revenue ex-TAC per client. Our revenue retention rate for the yearended December 31, 2015 was 138%, demonstrating our ability to drive revenue expansion within our existing client base.6Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.We use the industry-standard last-click attribution model to measure the effectiveness of our solution for our advertiser clients. We believe that our return-on-investment calculation methodology, based on post-click sales, is a relevant proxy for the sales we generate for our clients. For the year ended December 31,2015, we estimate that our solution helped generate 8.9% of the total online sales of our retail clients with uncapped budgets. As a result, we believe thatmarketers view their spend with Criteo as a transparent and elastic cost of sales, as opposed to a traditional discretionary marketing spend.Deep Liquidity of Demand and Supply. Over multiple years, we have built an extensive network of relationships with our advertiser clients and publishers,creating a highly liquid marketplace for internet display advertising inventory, as well as for opt-in e-mail inventory. As of December 31, 2015, we have over10,000 advertiser clients, including some of the largest e-commerce companies in the world and approximately 73% of our advertiser relationships aredirectly with the advertiser. For the year ended December 31, 2015, our top 10 clients represented 12.7% of our revenue. As we continue to grow our clientbase, we will continue to grow the number of users who interact with our advertisements, which will allow us to benefit from greater scale when we purchaseinventory from publisher partners. On the supply side, we have direct relationships with close to 14,000 publisher partners and are also integrated with theleading advertising exchanges and networks. A dedicated team of approximately 130 professionals is focused on building and maintaining our directrelationships with publishers, many of whom have granted us preferred access to portions of their internet display advertising inventory. For the month ofSeptember 2015, comScore data indicated that over 1.1 billion unique users saw Criteo advertisements on the desktop alone, representing the second largestreach worldwide. Our deep and liquid marketplace has enabled us to increase our reach and access to a quality supply of advertising inventory, allowing us toquickly match an advertisement to a user before purchase intent has diminished.Complete Performance Solution. Our solution works seamlessly across digital devices (desktops, laptops, tablets and smartphones), across digitalenvironments (web browsers and mobile applications) and across operating systems, including on the two major mobile environments: Google’s Android andApple’s iOS. We believe that, for advertisers looking to engage with their prospects or customers irrespective of the screen, device, digital environment oroperating system where the user may be, our complete performance solution provides a clear advantage over other solutions available on the market. Inaddition, with the dramatic increase in smartphone and tablet usage in an increasingly fragmented digital landscape, it has become critical for marketers toengage and convert their customers across multiple digital devices. In the fourth quarter of 2015, 91% of our clients used our multi-screen solution, includingon the desktop and mobile devices. In December 2015, 47% of our Revenue ex-TAC was generated by clicks on advertisements delivered on mobile devices.At the end of 2014, we launched our "Universal Match" cross-device matching solution that allows us to capture shopping intent data from one device, showan ad on another device and track sale conversion on a third device. We believe the addition of our "Universal Match" cross-device solution will increasinglybecome a competitive strength.Complementary Performance-Based Marketing Channels. We deliver our solution through complementary marketing channels: display advertisingbanners, native advertising banners (including on social media platforms) and marketing messages delivered to opt-in e-mail addresses. Our marketer clientshave the choice to maximize the reach and engagement of their customers through a combination of our marketing channels, while always using a single,integrated solution, optimizing their marketing spend and only paying for performance.Simple End-To-End Solution and Highly Efficient Campaign Execution at Scale. Our solution is end-to-end as it encompasses the integration of ouradvertiser clients' digital property, the tracking of users, the real-time buying of impressions on publisher partners' digital properties, the real-time creation ofcustomized advertisements for each specific client and its prospective end customer, the serving and delivery of the advertisements and the provision of real-time analytics on the performance of marketing campaigns to clients. In addition, our clients have 24/7 access to a unified dashboard to manage theirperformance marketing. Our platform automates most of the processes associated with executing a performance marketing campaign, such as creativeassembly, real-time buying of inventory and campaign optimization, and billing. Using our platform, our clients are able to drive sales based on their specificcost of sales or return on investment objectives in large volumes with real-time control over the prices they pay.7Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As a result, we reduce unnecessary complexity and cost associated with manual processes and multiple providers involved in performance marketingcampaign management. Further, we are able to continue to deliver these efficiencies even as marketing campaigns scale and become more complex.Extensive Reach and Global Presence. We do business in 87 countries and have a direct operating presence in 18 countries. For 2015, 44.3% of our revenuewas derived from clients who conducted marketing campaigns with us in more than one national market. We have achieved this global presence byreplicating and scaling our business model across geographic markets. Large businesses are increasingly seeking comprehensive marketing solutions that areeffective across multiple geographies and we are able to meet this demand by leveraging our global network of relationships. We believe we are wellpositioned to serve our clients in nearly every market in which they seek to drive sales.Commitment to Privacy. We are committed to consumer privacy. The user information we collect relates solely to purchase intent and is therefore notconsidered Personally-Identifiable Information, or PII. In 2009, we became one of the first companies to include a link in all the advertisements we deliver,which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements and the data practices associated withthe advertisements they receive. In addition, we provide consumers with an easy-to-use and easy-to-access mechanism to control their advertising experienceand opt out of receiving targeted advertisements we deliver or send either for all campaigns or for a specific client or specific period of time. We believe thatthis transparent consumer-centric approach to privacy empowers consumers to make better-informed decisions about our use of their data. We also activelyencourage our advertiser clients and publishers to provide information to consumers about our collection and use of data relating to advertisements wedeliver and track.Our Growth OpportunitiesOur vision is to become our clients' preferred partner for digital performance marketing across all digital marketing channels and across all screens. Our goalis to drive sales at scale for our clients at their target return-on-investment through customer engagement and conversion. Our growth drivers relate to twoprimary areas: (1) expanding our client base and (2) increasing the value we deliver to clients. The core elements of our growth strategy include:Continuing to Innovate and Invest in Technology and Data. We intend to continue to make substantial investments in research and development to furtherincrease the efficiency and effectiveness of our solution. In addition to improving our algorithms and underlying technology platform, we also intend tocontinue to develop ways of extracting greater value from the data we collect for the benefit of our clients. We believe these investments will enhance ourvalue proposition for both existing and prospective clients and publisher partners.Selectively Broadening our Spectrum of Marketing Channels. We started delivering our solution in internet display for web browsers on the desktop. Sincethen, we have expanded into native display, including on social media platforms, and into e-mail marketing. Our marketing channels work across all screens,including desktop and laptop web, mobile web and mobile applications. We intend to continue to expand selectively into additional marketing channels inorder to help our clients optimize their performance marketing spend and generate more sales across a broader range of marketing channels, while alwaysusing a single solution priced on a transparent performance-based model. In particular, we are currently exploring potential ways to help our clients optimizetheir performance on search engine marketing. In addition, we are also exploring the possibility of measuring the impact of our digital campaigns on ourclients' in-store sales. We believe a broader platform of complementary marketing channels will enhance our value proposition for existing and prospectiveclients.Leveraging our Cross-Device Capabilities to Reach and Convert our Clients' Customers. We deliver performance digital marketing across a number ofdevices, including desktops, laptops, smartphones and tablets, both through internet browsers and applications. With the dramatic increase in smartphoneand tablet usage in an increasingly fragmented digital landscape, we believe it is critical for marketers to engage and convert their customers across multipledigital devices. At the end of 2014, we launched our cross-device matching solution, allowing us to match consumers' shopping behavior in real time anddeliver relevant user-centric marketing messages across different devices.8Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.At the end of 2015, 65% of our advertiser clients were participating in our "Universal Match" cross-device initiative by contributing data points that enablethe exact match of users. We believe our "Universal Match" cross-device solution will continue to enhance our value proposition for existing and prospectiveclients.Expanding Our Presence in Core Markets and Penetrating New Geographic Markets. We believe significant opportunities remain for us to grow ourbusiness in geographic markets where we already operate, such as Europe, the United States and Japan. Additionally, we plan to leverage and grow ourexisting sales teams as we enter and expand operations in new geographic markets, such as China, South-East Asia, India, Eastern Europe, the Middle Eastand Latin America. We have a strong track record of entering new markets successfully and rapidly achieving commercial traction.Continuing to Grow our Client Base Across Market Segments. We intend to continue growing our client base, both in the large client and the midmarketsegments. During 2014 and 2015, we invested significantly to capture the midmarket opportunity and intend to continue investing in this promising marketsegment. In particular, we plan to expand our midmarket presence in the Americas, Europe, the Middle East and Africa, or EMEA, and Japan, as well as tolaunch midmarket operations in new geographies, including in South-East Asia and China.Pursuing Strategic Acquisitions. We selectively evaluate technologies and businesses that we believe have potential to enhance, complement or expand ourtechnology platform and product portfolio or strengthen our research and development team. As part of our strategy to build upon our market and technologyleadership, in July 2013, we acquired all of the shares of Ad-X Limited, or Ad-X, a mobile analytics and attribution technology company with strongexpertise in mobile application technology. In February 2014, we acquired all of the equity of Tedemis S.A., or Tedemis, a provider of real-time personalizede-mail marketing solutions to help advertisers turn web visitors into customers. In April 2014, we completed the acquisition of AdQuantic SAS, or AdQuantic,a bidding technology company headquartered in Paris. Through the acquisition of AdQuantic, we added a team of seven experts in bidding technology,reinforcing our focus on research and development. In February 2015, we acquired DataPop, Inc., or DataPop, a Los Angeles-based company specializing inthe optimization of shopping campaigns on large search engines. Both the AdQuantic and DataPop acquisitions have provided us with key assets in ourefforts to explore the opportunity to build an offering in search engine marketing. We target acquisitions that can be efficiently integrated into ourtechnology infrastructure and global operations, while preserving the quality and performance of our offering. We believe we are an acquirer of choice amongprospective acquisition targets due to our entrepreneurial culture, growth, global scale, strong brand and market position.Our SolutionOur technology delivers digital performance marketing. We generate post-click sales for our clients by efficiently and effectively engaging and convertingcustomers. Our solution is comprised of the Criteo Engine, our data assets, access to inventory, and our advertiser and publisher platforms.Criteo EngineThe Criteo Engine leverages the vast and high-quality data assets developed through our extensive relationships with thousands of clients and publishers, aswell as our significant operational history, with the goal of delivering, in real time, highly relevant and personalized digital performance advertisements thatengage and convert consumers.The Criteo Engine consists of:9Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•Recommendation algorithms. These algorithms dynamically create and tailor advertisements to specific user interest by determining the specificproducts and services to include in the advertisement. These products and services may be ones that a user has already been exposed to, or to a largeextent, that the algorithms predict the user could be interested in. Alternatively, these products and services may be ones that other users, who havebeen exposed to some of the same products and services as such user, have been interested in.•Prediction algorithms. These algorithms predict the probability and nature of a user’s engagement with a given advertisement, for example in theform of clicks, conversions, basket value, or even specific product categories purchased. This predicted engagement incorporates data from ouradvertiser clients, publishers and third-party sources, including user intent, who the client is, the products offered by the client, as well as data on thecreative content of the advertisement and the publisher context in which the advertisement is viewed. Together with our recommendationalgorithms, the prediction algorithms allow us to determine the most appropriate price to pay for an advertising impression based on an individualuser's predicted engagement, conversion and conversion value, as well as what a client is willing to pay for that engagement.•Bidding engine. Our bidding engine executes campaigns based on certain objectives set by our clients (for example, cost-per-click limits andnumber of sales). After a bid is placed and won, the Criteo Engine assembles and delivers individualized advertisements and provides campaignreporting, all in near-real time.•Dynamic creative optimization. Based on the results of our algorithms, the Criteo Engine automatically assembles customized advertising contenton an impression-by-impression basis in real time, by optimizing each individual creative component in the advertisement, from the font, color, sizeof product pictures to the “call to action” or price discount.•Software systems and processes. Our algorithms are supported by robust software infrastructure that allows our solution to operate seamlessly atscale. The architecture and processing capabilities of this technology have been designed to match the massive computational demands andcomplexity of the algorithms. This technology enables data synchronization, storage and analysis across a large-scale distributed computinginfrastructure in multiple geographies, as well as fast data collection and retrieval using multi-layered caching infrastructure.•Experimentation platform. This offline/online platform is used to improve the prediction abilities of our models, by measuring the correlation ofspecific parameters with user engagement, usually clicks. A dedicated team is constantly testing new types and sources of data to determine whetherthey help to diminish the gap between predicted engagement and actual observed engagement over the course of live campaigns.Data AssetsThe accuracy of our algorithms improves with both the increasing quantity and quality of data we obtain from our clients and publishers, as well as insightsgained through our extensive operational history. Using cookies and similar tracking technologies, we collect information about the interaction of users withour advertisers’ and publishers’ digital properties (including, for example, information about the placement of advertisements and users’ shopping or otherinteractions with our clients’ digital properties or advertisements). The information we collect does not enable us to identify the particular user. We haveaccess to large volumes of granular data from our clients, which carry consumer intent and are directly relevant to those clients’ campaigns. Our clients grantus access to this valuable data through direct integration with us, which requires our clients to place Criteo software code throughout their digital properties.This integration gives us privileged insight into users’ behavioral history at the product level for each client, representing a very high-quality data asset. Weuse the shopping intent data from each specific client only for the benefit of that specific client’s marketing campaigns.In addition to client data, we seek to use as much information as possible about the context or intent of a given user to further refine our prediction accuracy.We collect this data directly from our clients or publishers.10Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Access to InventoryThrough our relationships with the leading real-time bidding, or "RTB," internet display exchanges, and close to 14,000 publisher partners, includingthrough PuMP, our Publisher Marketplace, we provide extensive access to advertising inventory. In some cases, we have negotiated direct and privilegedaccess with publishers, giving us the opportunity to purchase on an impression-per-impression basis and in real time: (1) inventory that a publisher mightotherwise only sell subject to minimum volume commitments; and/or (2) particular advertising impressions before such impressions are made available toother potential buyers. For example, in Japan, we have entered into a strategic relationship with Yahoo! Japan, giving us privileged access to its advertisinginventory for delivering personalized display advertisements. This marked the first time that Yahoo! Japan, one of Japan’s largest publishers, had allowed athird-party technology to monetize their inventory.Across both our direct publisher relationships and inventory purchasing done on advertising exchanges, we leverage the Criteo Engine’s ability to quicklyand accurately value available advertising inventory, and utilize that information to bid for inventory on a programmatic, automated basis. Our ability toefficiently access and value inventory results in deep liquidity, allowing us to deliver effective advertisements at the right price for our clients, even as thesize and complexity of campaigns increases.We purchase inventory from our direct publishers generally through insertion orders consistent with industry standard terms and conditions for the purchaseof internet advertising inventory. Pursuant to such arrangements, we purchase impressions on a CPM basis for users that Criteo recognizes on the publishers’network. Such arrangements are cancellable upon short notice and without penalty.Through the direct relationships we have with publishers, we take steps to determine that the publisher’s inventory meets our content requirements and thecontent requirements of our clients to ensure that their display advertisements are not shown in inappropriate content categories, such as adult or politicalcontent. With respect to our inventory purchased through RTB exchanges, we utilize third-party software to verify that the inventory where the advertisementplacement is shown conforms to our advertising guidelines and the content expectations of our advertisers.In addition to display advertising inventory, we also source opt-in e-mail addresses from third-party marketing e-mail databases, usually from publishers withwhom we have a direct relationship. E-mail addresses are collected by publishers on an opt-in basis for usage for commercial purposes. The recipients of thesee-mail messages have provided their positive consent to receive commercial e-mail messages.Advertiser and Publisher PlatformsWe offer our clients an integrated technology platform that enables comprehensive visibility and includes a unified and easy-to-use dashboard and a suite ofsoftware and services that automates key campaign processes. As a result, we reduce unnecessary complexity and cost associated with manual processes andmultiple vendors, delivering efficiencies even as campaigns grow in size and complexity.Our integrated solution includes a comprehensive suite of services and software tools, including:•A unified dashboard to manage campaigns. This dashboard automates a number of campaign execution and management tasks. Key attributes of thedashboard include:•easy-to-use interface;•24/7 availability;11Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•granular control, with the ability to specify product categories and bid at the category level; and•transparent and detailed reporting of key campaign metrics, such as CPCs, impressions served, effective cost per thousand impressions, oreCPM, and post-click sales.•Business intelligence. We provide consulting services to our larger clients through a team of advisors that aid them in setting goals for, extractinginsights from, and evaluating trends and performance of their marketing campaigns across our different marketing channels.•Publisher Marketplace. We also offer small- and medium-sized publishers direct access to advertisers by providing a comprehensive inventorymanagement platform that we call PuMP, which allows us to access the inventory of these publishers, without directly managing that inventory.Through this platform, our small- and medium-sized publisher partners have access to:•an easy-to-use interface;•24/7 availability;•control to specify minimum prices for each publisher’s inventory; and•reporting that allows each publisher to monitor the amount of money they have made selling their inventory to us.Strategic Relationship with Yahoo! JapanIn August 2012, we entered into a strategic relationship with Yahoo! Japan, a leading provider of advertising inventory in Japan, which provides us withprivileged access to their performance-based display inventory. In connection with this strategic relationship, Yahoo! Japan invested in our subsidiary, CriteoK.K. We retain 66% ownership of Criteo K.K. and Yahoo! Japan holds 34% ownership. Yahoo! Japan has the right to require us to buy back its interest, andwe have the right to require them to sell their interest, in Criteo K.K. under specified circumstances, such as a termination of the commercial relationship. Thisstrategic relationship may be terminated by either party for material breach and other customary events. The term of this strategic relationship was renewed toAugust 2017 and will renew automatically thereafter for one-year terms if neither party provides advance written notice of termination within a specifiedperiod of time.InfrastructureOur ability to deliver our solution depends on our highly sophisticated global technology software and hardware infrastructure. Our global infrastructureincludes over 14,000 servers and two Hadoop clusters providing a storage capacity exceeding 39 petabytes. Our global infrastructure is divided into fourindependent geographical zones in the Americas, Asia-Pacific, EMEA and mainland China. In each of the zones, our services are delivered through datacenters that support these zones. We generally rely on more than one data center in any given zone. The data centers are strategically placed within largezones to be close to our advertiser clients, publishers and users. This has the benefit of minimizing the impact of network latency within a particular zone,especially for time-constrained services such as RTB. In addition, we replicate data across multiple data centers to maximize availability and performance.We also generally seek to distribute workload across multiple locations in order to avoid overloads in our systems and increase reliability throughredundancy.Within each data center, computing power is provided by horizontal build-outs of commodity servers arranged in multiple, highly redundant pools. Some ofthese pools are dedicated to handling incoming traffic and delivering advertisements, including web servers, caches, and database applications.12Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other pools are devoted to the data analytics involved in creating these advertisements. In particular, we use clusters using software specifically designed forprocessing large data sets, such as Hadoop, to run the offline data analysis; the results are then fed back to refresh and improve our prediction andrecommendation algorithms.We use multiple layered security controls to protect the Criteo Engine and data assets, including hardware- and software-based access controls for our sourcecode and production systems, segregated networks for different components of our production systems and centralized production systems management.Our ClientsOur client base consists primarily of companies in the digital retail, travel and classifieds verticals and includes some of the largest and most sophisticated e-commerce companies in the world. These companies range from large, diversified e-commerce companies to mid-size regional companies. As of December 31,2015, we had more than 10,000 advertiser clients, representing clients who had a marketing campaign that was live on any given day over a 12 trailing-month period. In 2015, approximately 73% of our client relationships were held directly with the advertiser.We believe our business is not substantially dependent on any particular client. In 2013, 2014 and 2015, our largest client represented 5.1%, 2.9% and 1.9%of our revenue, respectively, and in 2015 our largest 10 clients represented 12.7% of our revenue in the aggregate.We define a client to be a unique party from whom we have received an insertion order and delivered an advertisement during the previous 12 months. Wecount specific brands or divisions within the same business as distinct clients so long as those entities have separately signed insertion orders with us. On theother hand, we count a client who runs campaigns in multiple geographies as a single client, even though multiple insertion orders may be involved. Whenthe insertion order is with an advertising agency, we generally consider the client on whose behalf the marketing campaign is conducted as the “client” forpurposes of this calculation. In the event a client has its marketing spend with us managed by multiple agencies, that client is counted as a single client.Our client base is composed of two client segments: the large client segment and the midmarket segment. We define large clients typically as the top-100 orthe top-200 advertiser websites per vertical in a given geographic market, depending on the depth of that market, based on the number of monthly uniquevisitors as measured by comScore or other third-party providers of such information. We define a midmarket client as any client outside of the top-100 or top-200 advertisers per vertical in a given geographic market, depending on the depth of that market, and with a certain minimum threshold number of uniquemonthly visitors to their digital property, as measured by comScore or other third-party providers of such information. This minimum threshold varies bymarket, but is generally around 40,000 for our more developed markets.Research and DevelopmentWe invest substantial resources in research and development to enhance our solution and technology infrastructure, develop new features, conduct qualityassurance testing and improve our core technology. Our engineering group is primarily located in research and development centers in Paris, France and PaloAlto, California. We expect to continue to expand capabilities of our technology in the future and to invest significantly in continued research anddevelopment efforts. We had approximately 400 employees primarily engaged in research and development at December 31, 2015. Research anddevelopment expense totaled $42.7 million, $60.1 million and $86.8 million for 2013, 2014 and 2015, respectively.13Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Intellectual PropertyOur intellectual property rights are a key component of our success. We rely on a combination of patent, trademark, copyright and trade secret laws, as well asconfidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. We generally require employees, consultants,clients, publishers, suppliers and partners to execute confidentiality agreements with us that restrict the disclosure of our intellectual property. We alsogenerally require our employees and consultants to execute invention assignment agreements with us that protect our intellectual property rights.Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any of our intellectual propertyrights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of certain countries do not protect proprietary rights to the sameextent as the laws of France and the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to redress any breach. Further, to the extentthat our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights to know-how andinventions relating thereto or resulting therefrom. Finally, our trade secrets may otherwise become known or be independently discovered by competitors andunauthorized parties may attempt to copy aspects of our solution or obtain and use information that we regard as proprietary.As of December 31, 2015, we held one issued French patent and four issued U.S. patents. In addition, we have filed 18 non-provisional U.S. patentapplications, two European applications, one Japanese application and one international patent application under the Patent Cooperation Treaty. We alsoown and use registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In addition, we have alsoregistered numerous internet domain names.Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectualproperty rights. In particular, leading companies in the technology industry have extensive patent portfolios. From time to time, third parties, includingcertain of these leading companies, have asserted and may assert patent, copyright, trademark and other intellectual property rights against us, our advertiserclients or our publishers. Litigation and associated expenses may be necessary to enforce our proprietary rights.Privacy, Data Protection and Content ControlPrivacy and Data ProtectionPrivacy and data protection laws play a significant role in our business. In the United States, at both the state and federal level, there are laws that governactivities such as the collection and use of data by companies like us. Online advertising activities in the United States have primarily been subject toregulation by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission Act, or Section 5, toenforce against unfair and deceptive trade practices. Section 5 has been the primary regulatory tool used to enforce against alleged violations of consumerprivacy interests. In addition, our solution reaches users throughout the world, including in Europe, Australia, Canada, South America and Asia-Pacific. As aresult, some of our activities may also be subject to the laws of foreign jurisdictions. In particular, European data protection laws can be more restrictiveregarding the collection and use of data than those in U.S. jurisdictions. As we continue to expand into other foreign countries and jurisdictions, we may besubject to additional laws and regulations that may affect how we conduct business.14Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Additionally, U.S. and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industryparticipants’ ability to collect, augment, analyze, use and share anonymous data, such as by regulating the level of consumer notice and consent requiredbefore a company can employ cookies or other electronic tools to track people online. The European Union, or E.U., and some E.U. member states havealready implemented legislation and regulations requiring websites to obtain specific types of notice and consent from individuals before using cookies orother technologies to track individuals and their online behavior and deliver targeted advertisements. It remains a possibility that additional legislation andregulations may be passed or otherwise issued in the future.We also participate in industry self-regulatory programs, mainly initiated by Internet Advertising Bureau E.U. & U.S., Network Advertising Initiative, DigitalAdvertising Alliance, and European Digital Advertising Alliance, and under which, in addition to other compliance obligations, we provide consumers withnotice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising and allow them to opt out from theuse of data we collect for the delivery of targeted advertising. In an effort to harmonize the industry’s approach to internet-based advertising, these programsalso facilitate a user’s ability to disable services of integrated providers but also educate users on the potential benefits of online advertising, includingaccess to free content and display of more relevant advertisements to users. The rules and policies of the self-regulatory programs that we participate in areupdated from time to time and may impose additional restrictions upon us in the future.In 2009, we became one of the first companies to broadly include a link in the advertisements we deliver, which gives access to clear, transparent, detailedand user-friendly information describing why a user is seeing an advertisement, as well as prominently describing our service and data management practices.In addition, we provide users with an easy-to-use and easy-to-access mechanism to opt out of receiving advertisements we deliver or being tracked by useither for all campaigns or for a specific client or time period. We believe that this user-centric approach in addressing privacy matters empowers users tomake informed decisions on the use of their data. We also actively encourage our clients to provide greater transparency and information about the collectionand use of data.Content ControlTo protect against unlawful advertiser and publisher content, we include restrictions on content in our terms and conditions. We also manually review thewebsites of new publisher partners and use third-party software to screen impressions we acquire through advertising exchanges.Government RegulationIn addition to the laws and regulations governing privacy and data protection described above, we are subject to numerous domestic and foreign laws andregulations covering a wide variety of subject matters. New laws and regulations (or new interpretations of existing laws and regulations) may also impact ourbusiness. The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on our part to comply withthese laws may subject us to significant liabilities and other penalties.CompetitionWe compete primarily in the market for digital performance marketing. Our market is rapidly evolving, highly competitive, complex and fragmented. We facesignificant competition in this market, which we expect to intensify in the future, partially as a result of potential new entrants in our market, including butnot limited to large well-established internet publishers. We currently compete with large, well-established companies, such as Alliance Data Systems, Corp.("Alliance Data"), Amazon.com, Inc. ("Amazon"), eBay Inc. ("eBay"), Facebook, Inc. ("Facebook"), Google Inc. ("Google"), Sociomantic Labs("Sociomantic"), which is owned by Tesco plc, and Twitter, Inc. ("Twitter") as well as smaller, privately held companies. We believe the principal competitivefactors in our industry include:15Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•technology-based ability to deliver return on marketing spend at scale;•comprehensiveness and efficiency of solution;•relevance and breadth of products;•client trust;•breadth and depth of publisher relationships;•global reach;•client service; and•ease of use.We believe that we are well positioned with respect to all of these factors and expect to continue to grow and capture an increasing share of digitalperformance marketing budgets globally.SeasonalityOur client base consists primarily of businesses in the digital retail, travel and classifieds industries. In the digital retail industry in particular, manybusinesses devote the largest portion of their budgets to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers.Our e-commerce retail clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our travelclients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, ourrevenue tends to be seasonal in nature but the impact of this seasonality has, to date, been partly offset by our significant growth and geographic expansion.If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period.EmployeesAs of December 31, 2015, we had 1,841 employees. Our employees employed by French entities are represented by a labor union, employee representativebodies (works' council, employee delegates and a health and safety committee) and covered by collective bargaining agreements. We consider labor relationsto be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations.Financial Information about Segments and Geographic AreasWe manage our operations as a single reportable segment. For information about revenues, net income and total assets of our reporting segment, please seeour audited consolidated financial statements included elsewhere in this Form 10-K. For a breakdown of our revenue and non-current assets by geographicregion, please see note 26 to our audited consolidated financial statements included elsewhere in this Form 10-K. For information regarding risks associatedwith our international operations, please refer to the section entitled “Risk Factors” in Item 1A of Part I in this Form 10-K.Available InformationWe intend to make available, free of charge on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-Kand amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after weelectronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the "SEC"). These documents may be accessed throughour website at www.criteo.com under “Investors.”16Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Information contained on, or that can be accessed through, our website does not constitute a part of this Form 10-K. We have included our website address inthis Form 10-K solely as an inactive textual reference.You may also review a copy of this Form 10-K, including exhibits and any schedule filed with this Form 10-K, and obtain copies of such materials atprescribed rates, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549-0102. You may obtain information on the operation of thePublic Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (www.sec.gov) that contains reports, proxy and informationstatements and other information regarding registrants, such as Criteo, that file electronically with the SEC.With respect to references made in this Form 10-K to any contract or other document of Criteo, such references are not necessarily complete and you shouldrefer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document.17Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Item 1A Risk FactorsInvesting in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto, before investing in our ADSs. The risks and uncertainties described beloware not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may becomeimportant factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materiallyharmed. In that case, the trading price of our ADSs could decline, and you may lose some or all of your investment.Risks Related to Our Business and IndustryWe are a rapidly growing company, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.We are a rapidly growing company. Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan forand model future growth. We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies inrapidly evolving industries, including challenges in forecasting accuracy, determining appropriate investments, market acceptance of our existing and futuresolutions, managing client implementations and developing new solutions. If our assumptions regarding these uncertainties, which we use to plan ourbusiness, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial resultscould differ materially from our expectations, our business could suffer.We have experienced rapid growth in recent periods, and our recent growth rates may not be indicative of our future growth.Our revenue has increased substantially since our inception, but we may not be able to sustain revenue growth consistent with our recent history, or at all.You should not consider our revenue growth in recent periods as indicative of our future performance. In future periods, our revenue could decline or growmore slowly than we expect. We believe growth of our revenue depends on a number of factors, including our ability to:•attract new clients, and retain and expand our relationships with existing clients;•maintain the breadth of our publisher network and attract new publishers, including publishers of web content, mobile applications and video andsocial games, in order to grow the volume and breadth of advertising inventory and opt-in e-mail addresses available to us;•adapt our solution to meet evolving needs of businesses, including to address market trends such as (i) the migration of consumers from web tomobile devices, (ii) the increasing percentage of sales that involve multiple devices, and (iii) the growing adoption by consumers of "ad-blocking"software on web browsers on desktop and/or on mobile devices;•maintain and increase our access to data necessary for the performance of the Criteo Engine;•maintain the proper functioning of the Criteo Engine as we continue to collect increasing amounts of data from our growing base of clients;•continuously improve the algorithms underlying the Criteo Engine;•continue to adapt to a changing regulatory landscape governing privacy matters;•deliver our solution through a broader spectrum of marketing channels;18Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•continue to develop our ability to positively match users across different digital devices and/or digital environments and to track sales across suchdevices and environments in order to correctly attribute sales being generated from our services;•introduce our solution to new geographic markets;•increase awareness of our brand on a global basis; and•attract and retain employees.We cannot assure you that we will be able to successfully accomplish any of these objectives.In addition, we also may incur significant losses in the future for a number of reasons, including other risks described in this Form 10-K, and we mayencounter unforeseen expenses, difficulties, complications, delays and other unknown factors. While we have been profitable in each of the last three fullyears, we had losses in certain quarterly periods. If we fail to achieve sufficient revenue growth to offset increased costs, we may be unable to sustain ourrecent growth in revenue or return to profitability in the future.The failure by the Criteo Engine to accurately predict engagement by a user could result in significant costs to us, in lost revenue and in diminishedinternet display advertising inventory.The effective delivery of our solution depends on the ability of the Criteo Engine to accurately predict the likelihood that a consumer will engage with anygiven internet display advertisement in order for our clients to achieve desirable returns on their marketing spend. We primarily charge our clients based on acost per click, or CPC, pricing model, and our clients only pay us when a user engages with the advertisement, usually by clicking on it. However, wepurchase advertising inventory from publishers on a cost per thousand impressions, or CPM, basis.Our agreements with clients are open-ended and often do not include a spending minimum. Similarly, our contracts with publishers generally also do notinclude long-term obligations requiring them to make their inventory available to us. Therefore, we need to continuously deliver satisfactory results for ouradvertiser clients and publishers in order to maintain and increase revenue, which in turn depends in part on the optimal functioning of the Criteo Engine.In addition, as we have increased the number of advertiser clients and publishers that use our solution on a global basis, we have experienced significantgrowth in the amount of data processed by the Criteo Engine and the amount of advertising impressions we deliver. As the amount of data and variablesprocessed by the Criteo Engine increase, the risk of errors in the type of data collected, stored or accessed increases. In addition, the calculations that thealgorithms must compute become increasingly complex and the likelihood of any defects or errors increases.If we were to experience significant errors or defects in the Criteo Engine, our solution could be impaired or stop working altogether, which could prevent usfrom purchasing any advertising inventory and generating any revenue until the errors or defects were corrected. Other negative consequences fromsignificant errors or defects in the Criteo Engine could include:•a loss of advertiser clients and publishers;•lower click-through rates;•lower profitability per impression;•faulty inventory purchase decisions for which we may need to bear the cost;•lower return on marketing spend for our clients;19Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•lower price for advertising inventory which we may be able to offer to publishers; and•delivery of advertisements that are less relevant or irrelevant to users.Furthermore, our success depends in part on our ability to continuously innovate and improve the algorithms underlying the Criteo Engine in order to deliverpositive results for our advertiser clients and publishers that can be clearly attributed to the services we provide. The failure to do so could result in deliveringpoor performance for our advertiser clients and a reduced ability to secure advertising inventory from publishers.If failures in the Criteo Engine or our inability to innovate and improve the algorithms underlying the Criteo Engine result in our advertiser clients andpublishers ceasing to use our solution, we cannot assure you that we will be able to replace, in a timely or effective manner, departing clients with new clientsthat generate comparable revenue or departing publishers with new publishers that offer similar internet display advertising inventory and/or offer similaropt-in e-mail addresses. As a result, the failure by the Criteo Engine to accurately predict engagement by a user and continue to do so over time could resultin significant costs to us, in lost revenue and in diminished internet display advertising inventory.Our ability to generate revenue depends on our collection of significant amounts of data from various sources.Our ability to optimize the delivery of internet display advertisements or email marketing messages for our clients depends on our ability to successfullyleverage data, including data that we collect from our clients as well as data provided by our publisher partners and from third parties as well as our ownoperating history. Using cookies and similar tracking technologies, we collect information about the interaction of users with our advertisers’ and publishers’websites and mobile applications (including, for example, information about the placement of advertisements and users’ shopping or other interactions withour clients’ websites or advertisements). Our ability to successfully leverage such data is dependent upon our continued ability to access and utilize suchdata.Our ability to access and use such data could be restricted by a number of factors, including consumer choice, restrictions imposed by advertisers andpublishers, changes in technology, and new developments in laws, regulations, and industry standards.If consumer resistance to the collection and sharing of the data used to deliver targeted advertising, increased visibility of consent or "do not track"mechanisms as a result of industry regulatory and/or legal developments, the adoption by consumers of "ad-blocking" software, and/or the development anddeployment of new technologies result in a material impact on our ability to collect data, this will materially impair the results of our operations.Changes to web browsers and a number of other factors could impair our ability to collect or use the significant amounts of data we use to optimize displayadvertisements for our clients.We collect information about the interaction of users with our advertisers’ and publishers’ websites and mobile applications (including, for example,information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites, mobile applications oradvertisements) using cookies and similar tracking technologies. Our ability to access and use such data could be restricted by a number of factors, includingconsumer choice, restrictions imposed by advertisers and publishers, changes in technology, and new developments in laws, regulations and industrystandards. Further, certain web browsers, such as Safari, currently block or are planning to block some or all third-party cookies by default.We have adapted our solution to enable us to continue to access data and deliver internet display advertising by using first-party cookies, rather than third-party cookies. There can be no assurance regulators will not challenge the transparency of the solution or web browser developers will not technically blockthe solution. If the roll-out of our solution is not successful, we could be prevented from serving advertisements to users that utilize web browsers that blockthird-party cookies. If we are blocked from serving advertisements to a significant portion of internet users, our business could suffer and our results ofoperations could be harmed.20Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In addition, our ability to collect and use data may be restricted or prevented by a number of other factors, including:•the failure of our network or software systems, or the network or software systems of our clients;•variability in user traffic on advertiser websites or mobile applications;•decisions by some of our advertiser clients or publishers to restrict our ability to collect data from them, third parties and users or to refuse toimplement mechanisms we request to ensure compliance with our legal obligations;•changes in browser or device functionality and settings, and other new technologies, which make it easier for users to prevent the placement ofcookies or other tracking technology and impact our publishers’ or our advertisers’ ability to collect and use data;•decisions by consumers to opt out of tracking or to use technology, such as browser settings or "ad-blocking" software, that limits our ability tocollect data about users and reduces our ability to deliver relevant advertisements;•as the number of sales involving multiple devices increases, our ability to develop a device graph that is strong enough to properly match users andtrack sales across such devices;•our inability to grow our advertiser and publisher base in new industry verticals and geographic markets in order to obtain the critical mass of datanecessary for the Criteo Engine to perform optimally in such new industry vertical or geographic markets;•interruptions, failures or defects in our data collection, mining, analysis and storage systems;•changes in regulation impacting the collection and use of data; and•changes in international laws, rules, regulations, and industry standards or increased enforcement of international laws, rules, regulations, andindustry standards (e.g. laws in the United States, European Union, and the Asia-Pacific region).Any of the above described limitations on our ability to successfully collect, utilize and leverage data could also materially impair the optimal performanceof the Criteo Engine and severely limit our ability to target users for our advertisements, which would harm our business and adversely impact our futureresults of operations.Increased availability of “ad-blocking” software could impair our ability to collect the significant amounts of data we use to optimize displayadvertisements for our clients.Internet users are able to download free or paid “ad-blocking” software that prevents third-party cookies from being stored on a user's computer and blockadvertisements from being displayed to such user. If the availability of ad-blocking software increases and its use becomes more prevalent on computers andmobile devices, fewer of our cookies or sellers' cookies may be set in browsers or accessible in mobile devices. As a result, the number of users we could serveour clients' advertisements to could be materially restricted and our Criteo Engine would be denied the benefit of the data and impressions collected fromsuch users, which would adversely affect our business. In particular, Apple Inc.'s ("Apple") latest operating system, iOS9, allows third-party developers tobuild content-blocking extensions for Safari's mobile browser. Safari is the default browser on iPhone and iPad mobile devices and a significant number ofmobile customers use this application to access the Internet. As a result, iPhone and iPad users are able to download "ad-blocking" apps which block third-party cookies from reaching them while they browse the internet on Safari. If a significant number of Safari users download such "ad-blocking" apps, ourbusiness could be materially impacted.21Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Regulatory, legislative or self-regulatory developments regarding internet privacy matters could adversely affect our ability to conduct our business.Self-regulation and privacy regulationThe regulatory environment for the collection and use of consumer data by advertising networks, advertisers, and publishers is very unsettled in Europe, theUnited States and elsewhere in the world.The United States and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industryparticipants’ ability to collect, augment, analyze, use and share anonymous data, such as by regulating the level of consumer notice and consent requiredbefore a company can place cookies or other tracking technologies. A number of existing bills are pending in the U.S. Congress that contain provisions thatwould regulate how companies can use cookies and other tracking technologies to collect and utilize user information.On September 27, 2013, the governor of California signed into law AB 370, an amendment to the California Online Privacy Protection Act of 2003, orCalOPPA. This amendment requires that we disclose in our privacy policy how we respond to web browser “do not track” signals. Our updated privacy policydiscloses that we do not respond to web browser do not track signals but that we do respond to opt-out requests made through our proprietary opt-out buttonor through industry opt-out platforms (namely Network Advertising Initiative and Digital Advertising Alliance).Directive 2009/136/EC of the European Parliament and of the Council of November 25, 2009 amended Directive 2002/581-EC of the European Parliamentand of the Council, or the E-Privacy Directive, to introduce a requirement for countries in the European Economic Area to enact specific legislation requiringcompanies like ours together with advertisers and publishers to present users with an information notice and obtain their consent prior to placing cookies orother tracking technologies.The amendment to the E-Privacy Directive and country-specific laws, which follow or have already followed the E-Privacy Directive may reduce the amountof data we can collect or process. The changes in Europe following the amendment to the E-Privacy Directive have also resulted in a significant increase inpublicity surrounding use of data for targeted advertising, which has heightened consumer awareness and influenced consumer sentiment.The amended E-Privacy Directive which requires advertisers or companies like ours to obtain informed consent from users for the placement of cookies orother tracking technologies and the delivery of targeted advertisements, was intended to be implemented in all twenty eight countries of the European Union.The requirement to obtain users’ consent has been implemented differently across the European Union member states. Some countries, like the UnitedKingdom, permit companies to imply consent from the user’s proceeding onto the website and continuing his/her navigation after s/he has been clearlyinformed about how cookies are used without disabling them. Other countries currently require, through law and/or guidance, that the user’s consent must beobtained prior to the placement of cookies for targeted advertising purposes. The position regarding prior consent versus consent at the time of cookiedropping is not fully settled within the European Union. If the trend in the European Union toward requiring "prior" consent is confirmed, our clients wouldhave to implement solutions that deactivate our tags on the first user visit, which would result in Criteo losing all first browsing events on advertiser websitesand first impressions on publisher websites.The position regarding explicit versus implied consent is still not fully settled within the European Economic Area, or the European Union. On October 2,2013, the Article 29 Data Protection Working Party, a group with an advisory status composed inter alia of representatives of the European Union dataprotection authorities and of the European Commission, issued a new guidance on the obtaining of consent for cookies under the E-Privacy Directive andrecommended that consent be expressed by the user’s positive action or other active behavior, such as clicking on a link, image or other content, based onclear information that cookies will be set due to this action.22Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If the trend in the European Union toward an implied consent mechanism as an acceptable solution does not continue, and requirements for explicit consentmechanisms are maintained, decisions by users not to provide explicit consent could materially affect our business. In addition to explicit versus impliedconsent uncertainties, changes to the timing of when users receive disclosure about placement of our cookies for purposes of targeting advertising (i.e.,providing pop-up or other clear notice prior to placement of the cookie) could materially affect our business.In some countries where legislation and/or regulators’ guidance had previously taken a strict explicit consent position, regulators and some legislatorsrecently have shown more flexibility and willingness to accept an implied consent approach.Further, in guidance issued in April 2012, the Commission Nationale de l’Informatique et des Libertés, or CNIL, the French data protection regulator,interpreted French law to require the data controller of any processing that sets cookies, or a third party designated by the data controller, to inform the user ofthe purpose of the cookie (e.g., targeted advertising) and to ask if the user accepts the storage of the cookie on his/her computer prior to any processing ofuser data for targeted advertising purposes, among other requirements. On December 5, 2013, the CNIL clarified its former guidance. As a result of thisdecision, on the entry page of the website or mobile application, users must be shown a notice indicating that by proceeding onto the website and continuinghis/her navigation the user will be deemed to consent to the setting of cookies and other tracking technologies. This notice, which cannot disappear until theuser has continued his/her navigation, must indicate the purpose of the services proposed to be provided through the cookies and give access to options toobject to such cookies. Consent remains valid for a maximum period of 13 months, after which consent from the users must again be sought. This is animplied consent regime through information and control. If the consent is obtained prior to the cookie being placed on a device, we would lose all first eventson advertiser websites and lose all first impressions on publisher websites. Liability for non-compliance with this recommendation is shared betweenadvertisers, publishers and networks, including us. We need the assistance of the advertisers and publishers with whom we work to ensure our mutualcompliance with these rules, including to provide appropriate information and obtain the user’s consent, including explicit consent where required.If advertisers, publishers or networks on whom we rely, fail to obtain appropriate consent, we could potentially be liable under these guidelines and couldsuffer damages, fines and penalties and reputational harm. In 2012, CNIL commenced an inquiry into our compliance with French Data Privacy laws. Whilethe investigation was closed in July 2014 with no compliance actions for Criteo to take, there can be no assurance that there will not be further inquiries withrespect to our compliance with privacy laws from CNIL or regulatory bodies in other jurisdictions.A new regulation is being considered by European legislative bodies to replace the 1995 E.U. Data Protection Directive, which may include more stringentoperational requirements for business processing data and may introduce significant penalties for non-compliance. Last December, E.U. institutions reachedan agreement on a draft regulation to be formally voted on this spring, which does significantly increase the level of sanctions for non-compliance. We do notbelieve the regulation will have a material impact on our business or the way or technologies operate, however, since the regulation is not yet final, there canbe no assurance that this will be the case. Once formally adopted the regulation will be enforced after a 2 year transition period.Considering our global presence, we may also be subject to local data protection laws in Canada, the Asia-Pacific region, South America and other regions.There is no harmonized legal approach in many of these regions and little regulatory guidance. Consequently, we could be at risk of non-compliance withapplicable local privacy protection laws.In addition to compliance with government regulations, we voluntarily participate in several trade associations and industry self-regulatory groups thatpromulgate best practices or codes of conduct relating to targeted advertising. For example, the Internet Advertising Bureau EU & US, the NetworkAdvertising Initiative, the European Digital Advertising Alliance and the Digital Advertising Alliance, have developed and implemented guidance forcompanies to provide notice and choice to users regarding targeted advertising. There is ongoing debate about whether the current guidance and approachesby such associations and industry groups comply with E.U. law.23Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For example, on December 28, 2011, the Article 29 Working Group published an opinion stating that the self-regulatory code was not adequate to complywith Article 5.3 of the amended E-Privacy Directive addressing placement and reading of cookies for targeted advertising. We could be adversely affected bychanges to these guidelines and codes in ways that are inconsistent with our practices or the practices of our publishers and advertisers or in conflict with thelaws and regulations of the European Union, the United States or other international regulatory authorities.On October 6, 2015, the European Court of Justice invalidated the E.U.-U.S. Safe Harbor framework. We relied on this framework to operate our data transfersboth internally (HR, CRM and other back-office data processing) and with several U.S. based partners (notably, RTB platforms). While there are other optionsto validate data transfers in the European Union and the United States, we cannot anticipate how successful we will be in implementing additionalarrangements with our partners. The European Court of Justice decision has compromised the legal certainty for these transfers. However, E.U. and U.S.institutions have reached a political agreement to conclude a new Safe Harbor Scheme (called the E.U.-U.S. Privacy Shield), for which we would be eligibleonce formally adopted.The user information we retain relates solely to purchase intent and is therefore not considered as Personally Identifiable Information (or "PII"). However,Criteo currently operates in over 87 countries and the interpretation of PII, and, as a result, our obligations relating thereto, may vary from one country to theother. For example, in some countries, operating a local data center is compulsory for the processing of PII. Moreover, in certain countries the legalrequirements surrounding PII are so new that their impact on doing business is not yet clear.These existing and proposed laws, regulations and industry standards can be costly to comply with and can delay or impede the development of newproducts, result in negative publicity and reputational harm, increase our operating costs, require significant management time and attention, increase ourrisk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices.Privacy risks relating to our clients’ actions or inactionsOn behalf of certain of our clients using some of our services, we collect and store information derived from the activities of website visitors, mobileapplication visitors and their devices. This enables us to provide such clients with reports on information from and about the visitors to their websites ormobile applications in the manner specifically directed by each such individual client and to conduct targeted advertising. Federal, state and foreigngovernments and agencies have adopted or are considering adopting laws regarding the passive collection, use, sharing and storage of data collected from orabout users or their devices.Any perception of our practices or products as an invasion of privacy, whether or not such practices or products are consistent with current or futureregulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt ourbusiness and expose us to increased liability.Our compliance with privacy laws and regulations and our reputation among the public body of website visitors or mobile application visitors depend in parton our clients’ adherence to privacy laws and regulations and their use of our services in ways consistent with visitors’ expectations. We contractually requireour clients to notify visitors to their websites or mobile applications about our services (i.e., that we place cookies and other tracking technologies and collectand share certain non-identifying data for purposes of targeting advertisements), and further require that they link to pages where visitors can opt out of thecollection or targeting. We rely on representations made to us by clients that they will comply with all applicable laws including all relevant privacy anddata protection regulations. We make reasonable efforts to enforce contractual notice requirements but do not fully audit our clients’ compliance with ourrecommended disclosures or their adherence to privacy laws and regulations.24Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately orcompletely described our own products, services and data collection, use and sharing practices in our own disclosures to consumers, or if explicit consent wasrequired, then we, and our clients, may be subject to potentially adverse publicity, damages and related possible investigation or other regulatory activity inconnection with our privacy practices or those of our clients.If we fail to access a consistent supply of internet display advertising inventory and expand our access to such inventory, our business and results ofoperations could be harmed.All of our revenue is derived from placing internet display advertisements on publisher websites that we do not own. As a result, we do not own or control theadvertising inventory upon which our business depends. We currently access advertising inventory through various channels, including through directrelationships with publishers, advertising exchange platforms (such as Google’s DoubleClick Ad Exchange, Yahoo! Inc. ("Yahoo!") Ad Exchange,Facebook’s Exchange and Microsoft Corp. ("Microsoft") Ad Exchange) and other platforms that aggregate the supply of advertising inventory, such asAppnexus Inc., The Rubicon Project, Inc., PubMatic, Inc.,Taboola, Inc., Baidu, Inc. and Yandex N.V. For example, Google’s DoubleClick Ad Exchange andAppnexus Inc.’s advertising inventory represented 28%, 29% and 33% of our traffic acquisition costs in 2013, 2014 and 2015, respectively. Since ourcontracts with publishers with whom we have direct relationships generally do not include long-term obligations requiring them to make their inventoryavailable to us, our ability to continue to purchase inventory from these publishers depends in part on our ability to consistently pay sufficiently competitiveCPMs for their internet display advertising inventory as well as our ability to offer advertisements from high quality companies. Similarly, as more companiescompete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertisinginventory may become more expensive, which may adversely affect our ability to acquire advertising inventory and to deliver internet displayadvertisements on a profitable basis. Any interference with our ability to maintain access to such inventory could materially reduce the amount of advertisinginventory that our solution relies on in order to deliver advertisements for our clients. In addition, since we rely on a limited number of companies for accessto significant portions of advertising inventory that our business depends on, the loss of access to advertising inventory from one of those companies wouldnegatively impact our ability to deliver internet display advertisements for our advertiser clients. Any of these consequences could therefore adversely affectour results of operations and financial condition.In addition, we rely on a limited number of companies that operate advertising exchange platforms and other platforms that aggregate supply of advertisinginventory for access to a significant amount of the advertising inventory that our business depends on. Many widely used aggregators of advertisinginventory are owned by companies that may compete with us for clients. Competitive pressure may incentivize these companies to limit our access toadvertising inventory available through their platforms. If this were to occur, our ability to place advertisements would be significantly impaired and ourresults of operations would be adversely affected.In order to grow our publisher base, we will need to expand the breadth and quality of businesses that utilize our solution. In addition, in order to grow ouradvertiser base, we must expand our access to new sources of internet display advertising inventory and new sources of inventory of opt-in e-mail addressesand maintain a consistent supply of this inventory. While we have historically relied both on accessing advertising inventory through direct relationshipswith publishers and through advertising exchange platforms and other platforms that aggregate supply of advertising inventory and opt-in e-mail addresses,we may increasingly rely on direct relationships with publishers in order to maintain the necessary access to, and establish a greater amount of preferredaccess to, advertising inventory and opt-in e-mail addresses. In order to enter into or maintain such direct relationships, we may need to agree to terms that areunfavorable to us, including, for example, contractual minimums for advertising inventory and/or long-term commitments. In addition, as we attempt toimprove our solution to enable businesses to place advertisements with publishers other than on the web, including mobile applications, e-mail, video andsocial games, we will need to develop and improve our access to publishers in those environments. Our ability to attract new publishers on the web, mobileapplications, e-mail, video and social games will depend on various factors, some of which are beyond our control.25Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Therefore, we cannot assure you that we will successfully grow our direct relationships with new publishers or maintain and expand our access to advertisinginventory through other channels and, as a result, our business and results of operations could be harmed. In addition, even if we do grow our directrelationships, we cannot assure you that those direct relationships with publishers will be on favorable terms to us.We expect our operating expenses to increase significantly in the foreseeable future. Accordingly, we may have difficulty sustaining profitability.Although our revenue has increased substantially in recent periods, we may not be able to maintain this rate of revenue growth. We anticipate that ouroperating expenses will continue to increase as we scale our business, invest in significantly expanding our headcount and expand our operations. Inparticular, we plan to continue to focus on maximizing our revenue after traffic acquisition costs on an absolute basis, or the revenue we derive afterdeducting the costs we incur to purchase advertising inventory, which we call Revenue ex-TAC, as we believe this focus fortifies a number of our competitivestrengths, including access to advertising inventory, breadth and depth of data and continuous improvement of the Criteo Engine’s performance. As part ofthis focus, we are continuing to invest in building relationships with direct publishers, both on their web and mobile application properties, increasing accessto leading advertising exchanges, both on their web and mobile application properties, increasing access to opt-in e-mail address databases and enhancingthe liquidity of our advertising inventory supply, which includes purchasing advertising inventory that may result in lower margin on an individualimpression basis and may be less effective in generating clicks and driving sales for our clients. Our general and administrative expenses may also increase inabsolute dollars both to support our growing operations and due to the increased costs of operating as a public company. Our ability to sustain profitability isbased on numerous factors, many of which are beyond our control. We may not be able to generate sufficient revenue to sustain profitability.Our focus on maximizing our revenue after traffic acquisition costs may result in a further decrease in our gross margin.We are focused on maximizing our revenue after traffic acquisition costs on an absolute basis, or the revenue we derive after deducting the costs we incur topurchase advertising inventory, which we call Revenue ex-TAC, as we believe this focus fortifies a number of our competitive strengths, including access toadvertising inventory, breadth and depth of data and continuous improvement of the Criteo Engine’s performance. As part of this focus, we are continuing toinvest in building relationships with direct publishers, both on their web and mobile application properties, increasing access to leading advertisingexchanges both on their web and mobile application properties, increasing access to opt-in e-mail address databases and enhancing the liquidity of ouradvertising inventory supply, which includes purchasing advertising inventory that may have lower margin on an individual impression basis and may beless effective in generating clicks and driving sales for our clients. In addition, we are experiencing, and expect to continue to experience, increasedcompetition for advertising inventory purchased on a programmatic basis. Our focus on maximizing the growth of Revenue ex-TAC on an absolute basis mayhave an adverse impact on our gross margin and we cannot be certain that this strategy will be successful or result in increased liquidity or long-term valuefor our shareholders.Large and established internet and technology companies may be able to significantly impair our ability to operate.Large and established internet and technology companies such as Adobe Systems Incorporated, Amazon.com, AOL, Inc. (which is owned by Verizon, Inc.),Apple, eBay, Facebook, Google, Microsoft, Twitter and Yahoo! may have the power to significantly change the very nature of the internet displayadvertising marketplace, and these changes could materially disadvantage us. For example, Amazon, Apple, Facebook, Google, Microsoft and Twitter havesubstantial resources and/or have a significant share of widely adopted industry platforms such as web browsers, mobile operating systems and advertisingexchanges and networks. Therefore, these companies could leverage their position to make changes to their web browsers, mobile operating systems,platforms, exchanges, networks or other products or services that could be significantly harmful to our business and results of operations.26Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For example, Apple introduced its Identifier for Advertising, or IDFA, in the fall of 2012, which helps us serve personalized advertisements to users in mobileapplications that run on the Apple operating system. If Apple were to restrict use of the IDFA, it would impair our ability to identify users and associateparticular browsing behaviors to that user. Alternative technologies such as digital fingerprinting exist that could allow us to serve personalizedadvertisements to users in mobile applications. However, such technologies may be less reliable or become unavailable to us in the future. If we are restrictedfrom using IDFA and we do not have adequate technologies to substitute, we will not be able to serve personalized advertisements on mobile applicationsrunning on the Apple operating system. In addition, in 2015, Apple began allowing third-party developers to build content-blocking extensions for Safari'smobile browsers in iOS9. Safari is the default browser on iPhone and iPad mobile devices and a significant number of mobile customers use this applicationto access the internet. As a result, iPhone and iPad users are able to download "ad-blocking" apps which block third-party cookies from reaching them whilethey browse the internet on Safari. If a significant portion of Safari users download such "ad-blocking" apps, our business may be materially impacted.The market in which we participate is intensely competitive and fragmented, and we may not be able to compete successfully with our current or futurecompetitors.The market for internet display advertising solutions is highly competitive and rapidly changing. With the introduction of new technologies and the influxof new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain ourprofitability.We compete primarily in the market for internet display advertising. This market is rapidly evolving, highly competitive, complex and fragmented. We facesignificant competition in this market which we expect will intensify in the future. We currently compete for advertising with Alliance Data, Amazon, eBay,Facebook, Google, Sociomantic and Twitter as well as smaller, privately-held companies. We believe the principal competitive factors in our industryinclude:•technology-based ability to deliver return on marketing spend at scale;•comprehensiveness and efficiency of solution;•relevance and breadth of products;•client trust;•breadth and depth of publisher relationships;•global reach;•client service; and•ease of use.In addition to competing with various companies for marketing spend, we also compete with some of them for internet display advertising inventory andsome of these companies also operate their own advertising networks or exchanges from which we buy advertising inventory. Further, some of thesecompanies that we compete with either for marketing spend and/or advertising inventory may also be our clients or affiliated with our clients. Competitivepressure may incentivize such companies to cease to be our clients or cease to provide us with access to their advertising inventory. If this were to occur, ourability to place advertisements would be significantly impaired and our results of operations would be adversely affected.27Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.New technologies and methods of buying advertising present a dynamic competitive challenge, as market participants offer multiple new products andservices, such as analytics, programmatic buying and exchanges, aimed at capturing marketing spend. In addition to existing competitors and intermediaries,we may also face competition from new companies entering the market, which may include large established companies, such as Adobe Systems Incorporated(which acquired both Omniture, Inc. and Efficient Frontier, Inc.), Verizon, Inc. (which acquired AOL, which in turn had acquired Platform-A, Inc.(advertising.com) and Millennial Media), eBay (which acquired both Fetchback, Inc. and GSI Commerce Inc.), Tesco plc (whose subsidiary dunnhumbyacquired Sociomantic) and Twitter (which acquired TellApart, Inc.), all of which currently offer, or may in the future offer, solutions that result in additionalcompetition for marketing spend or advertising inventory.We may also face competition from companies we do not yet know about. If existing or new companies develop, market or resell competitive high-valuemarketing products or services, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to competeeffectively could be significantly compromised and our results of operations could be harmed.Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, be able to devote greaterresources to the development, promotion, sale and support of their products and services, have more extensive advertiser client bases and broader publisherrelationships than we have, and may have longer operating histories and greater name recognition than we have. As a result, these competitors may be betterable to respond quickly to new technologies, develop deeper advertiser client relationships or offer services at lower prices. Any of these developmentswould make it more difficult for us to sell our solution and could result in increased pricing pressure, reduced gross margins, increased sales and marketingexpense and/or the loss of market share.If we fail to innovate, adapt and respond effectively to rapidly changing technology, our solution may become less competitive or obsolete.Our future success will depend on our ability to continuously enhance and improve our solution to meet advertiser client needs, add functionality to ouradvertiser and publisher platforms and address technological advancements. If we are unable to enhance our solution to meet market demand in a timelymanner, we may not be able to maintain our existing clients or attract new clients. For example, as e-commerce and consumption of content continues tomigrate from the web to mobile and tablet devices and advertisements more frequently include video or incorporate animation, sound and/or interactivity,which we refer to as rich media content, businesses are increasingly demanding that internet display marketing solutions extend to all three screens andsupport video and rich media content. In addition, as consumers spend more time watching video and playing social network games online, including withinmobile applications, as opposed to browsing static webpages, businesses may increasingly shift their advertising budgets to video and game publishers andto mobile applications or, if consumers fail to engage with advertisements displayed on smaller screens, reduce their internet display marketing budgets. Inorder to maintain and continue to grow our revenue, we may need to continue to adapt and improve our solution to offer video and rich media contentadvertisements and to enhance user engagement with advertisements on mobile applications.In 2014, we launched our complete solution for personalized mobile advertising across leading browsers and application platforms. This mobile solutioninvolves delivery of display advertising to the web browsers of mobile devices, which we refer to as in-browser, as well as within mobile applications, whichwe refer to as in-app.28Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.To date, the majority of our revenue derived from delivery of display advertising on mobile devices is from in-browser advertisements. We may not besuccessful in generating comparable revenue from our mobile in-app solution or sustain revenue from our in-browser solution. In addition, while we haverolled out our in-browser solution for iOS devices, we may not be successful in continuing to scale and expand our iOS solution. At the end of 2014, we alsolaunched our "Universal Match" cross-device matching solution that allows us to match users across devices. However, as the number of sales involvingmultiple devices increases, there can be no assurance that our device graph will be strong enough to track sales across devices, thereby impairing our abilityto properly attribute sales of our clients' products being generated by our services. If we are unable to successfully develop, enhance or acquire new solutionsto continuously meet advertiser needs or are unable to adapt our organization to market these new solutions, our solution may become less competitive orobsolete.We may not be able to integrate and roll out recently acquired technologies and products in one or more of our geographic markets, which may adverselyaffect our ability to achieve our growth and business objectives.In February 2015, we acquired DataPop, a Los Angeles-based company specializing in the optimization of shopping campaigns on large search engines. In2015, we began integrating DataPop’s technology into our core platform. There can be no assurance that this integration will be successful or that we will beable to leverage the DataPop technology to enter into a new marketing channel in the future.In February 2014, we acquired Tedemis, a provider of real-time personalized marketing solutions. Tedemis product was only offered in France at the time ofacquisition. In 2014, we worked on the integration of the e-mail technology onto our core platform and started to build our e-mail publisher base and todeploy our e-mail solution to our existing client base in the United States, the United Kingdom, Spain, Germany and France. In each new country, we need tobuild an inventory of e-mail addresses as part of any product roll-out. There can be no assurance that we will be successful in acquiring the necessary emailaddresses or that, if we do acquire them, our internet display advertising clients will be willing to use e-mail marketing for their products. We are stillcompleting the integration and are in the early stages of the roll-out of our e-mail marketing product and there can be no assurance that we will be successfulin integrating and rolling out this new product globally or at all.In addition, in July 2013, we acquired Ad-X, a complementary mobile analytics and attribution technology company that allows businesses to track andoptimize mobile display advertising campaigns delivered to smartphones and tablets through mobile advertising networks and other marketing solutions, butwe may not be successful in utilizing this technology to grow our business. If we are unable to successfully integrate and roll out the solutions we acquire toour advertiser clients in some or all of our markets, our solution may become less competitive which may adversely affect our ability to achieve our growthand business objectives.Future acquisitions, strategic investments, partnerships or alliances could be difficult to integrate, divert the attention of key management personnel,disrupt our business, dilute shareholder value and adversely affect our results of operations and financial condition.Over the past three years, we have acquired DataPop, Tedemis, AdQuantic and Ad-X and we may seek to acquire additional businesses, products ortechnologies. However, we have limited experience in acquiring and integrating businesses, products and technologies. If we identify an appropriateacquisition candidate, we may not be successful in negotiating the terms and/or financing of the acquisition, and our due diligence may fail to identify all ofthe problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property,product quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices, or employee or client issues.Any acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities or incur debt. In addition,acquisitions, including our recent acquisitions, involve numerous risks, any of which could harm our business, including:•difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outsideof our core competency;29Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•the need to integrate operations across different geographies, cultures and languages and to address the particular economic, currency, political andregulatory risks associated with specific countries;•cultural challenges associated with integrating employees from the acquired company into our organization;•ineffectiveness or incompatibility of acquired technologies or services;•potential loss of key employees of acquired businesses;•inability to maintain the key business relationships and the reputations of acquired businesses;•failure to successfully further develop the acquired technology in order to recoup our investment;•reputation and perception risks associated with the acquired product or technology by the general public;•diversion of management’s attention from other business concerns;•litigation for activities of the acquired company, including claims from terminated employees, clients, former shareholders or other third parties;•costs necessary to establish and maintain effective internal controls for acquired businesses; and•increased fixed costs.If we are unable to successfully integrate our recent acquisitions or any future business, product or technology we acquire, our business and results ofoperations may suffer.As we expand the market for our solution, we may become more dependent on advertising agencies as intermediaries and this may adversely affect ourability to attract and retain business.As we market our solution, we may increasingly need to depend on advertising agencies to work with us in assisting businesses in planning and purchasingfor broader advertising objectives. However, we have limited experience in working with advertising agencies as intermediaries, as we have traditionally haddirect relationships with our advertiser clients. Historically, direct relationships with our clients accounted for 70%, 69% and 71% of our revenue for 2013,2014 and 2015, respectively. If we have an unsuccessful engagement with an advertising agency on a particular advertising campaign, we risk losing theability to do work not only for the advertiser for whom the campaign was run, but also for other brands represented by that agency. Further, if our businessevolves so that we are increasingly working through advertising agency intermediaries, we would have less of a direct relationship with our clients than if ourclients dealt with us directly. This may drive our clients to attribute the value we provide to the advertising agency rather than to us, further limiting ourability to develop long-term relationships directly with our clients. Our clients may move from one advertising agency to another, and, accordingly, even ifwe have a positive relationship with an advertising agency, we may lose the underlying business when an advertiser switches to a new agency. The presenceof advertising agencies as intermediaries between us and our clients thus creates a challenge to building our own brand awareness and affinity with ourclients who are the ultimate sources of our revenue. In the event we were to become more dependent on advertising agencies as intermediaries, this mayadversely affect our ability to attract and retain business. In addition, an increased dependency on advertising agencies may harm our results of operations, asa result of the increased agency fees we may be required to pay.Our future success will depend in part on our ability to expand into new marketing channels.We started delivering our solution in internet display in web browsers. Since then, we have expanded into native display, including on social mediaplatforms, and into e-mail marketing. We define a marketing channel as a specific advertisement medium to engage with a user or a consumer for which wecurrently purchase inventory through a specific source.30Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In the future, we may decide to broaden the spectrum of our marketing channels further, if we believe that doing so would significantly increase the value wecan offer to clients. We believe a broader platform delivering our digital performance marketing solution through complementary marketing channels canenhance our value proposition for existing and prospective clients.However, to date, we have limited experience in entering into additional marketing channels beyond those set forth above, and any future attempts to enternew marketing channels may not be successful. For example, while we are currently exploring the opportunity to build an offering in search enginemarketing, our ability to expand into this marketing channel is uncertain and we may not be successful. Our success in expanding into any additionalmarketing channels will depend on various factors, including our ability to:•identify additional marketing channels where our solution could perform;•adapt our solution to additional marketing channels and effectively market it for such additional marketing channels to our existing and prospectiveclients;•integrate newly developed or acquired marketing channels into our pay-for-performance model, with a clear and measurable performance attributionmechanism that works across all channels, and in a manner that is consistent with our privacy standards;•accumulate sufficient data sets relevant for those marketing channels to ensure that the Criteo Engine has a sufficient quantity and quality ofinformation to deliver relevant personalized advertisement through those additional marketing channels;•achieve client performance levels through these new marketing channels that are similar to those delivered through existing marketing channels,and in any case that are not dilutive to the overall client performance;•identify and establish acceptable business arrangements with publishers to access inventories in sufficient quality and quantity for these newmarketing channels;•maintain our gross margin at a consistent level upon entering one or several additional marketing channels; and•hire and retain key personnel with relevant technology and product expertise to lead the integration of additional marketing channels onto ourplatform.If we are unable to successfully adapt our solution to additional marketing channels and effectively market such solutions to our existing and prospectiveclients, or if were unable to maintain our pay-for-performance model in these additional marketing channels, we may not be able to achieve our growth orbusiness objectives.Our future success will depend in part on our ability to expand into new industry verticals.As we market our solution to a wider group of potential clients outside of our three key industry verticals of retail, travel and classifieds, including businessesin the automotive, telecommunications, consumer goods and finance industries, we will need to adapt our solution and effectively market our solution tobusinesses in those industry verticals. We have limited experience in selling to businesses outside of the retail, travel and classified industries. Our success inexpanding our solution to businesses in new industry verticals will depend on various factors, including our ability to:•design products and solutions that are attractive to businesses in such industries;•hire personnel with relevant industry vertical experience to lead sales and product teams;31Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•work with clients in new industry verticals through the advertising agencies that manage their advertising budgets; and•accumulate sufficient data sets relevant for those industry verticals to ensure that the Criteo Engine has sufficient quantity and quality ofinformation to deliver efficient and effective internet display advertising within the relevant industry.If we are unable to successfully adapt our solution to appeal to businesses in industries other than retail, travel and classifieds, and then effectively marketsuch solutions to businesses in such industries, we may not be able to achieve our growth or business objectives. Further, as we expand our client base andsolution into new industry verticals, we may be unable to maintain our current client retention rates.If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.We rely largely on trade secret law to protect our proprietary information and technology. We generally seek to protect our proprietary information byconfidentiality, non-disclosure and assignment of invention agreements with our employees, contractors and parties with which we do business. However, wemay not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development ofour intellectual property. Those agreements that we do execute may be breached, and we may not have adequate remedies for any such breach. Breaches ofthe security of our website, databases or other resources could expose us to a risk of loss of proprietary information. We cannot be certain that the steps wehave taken will prevent unauthorized use or reverse engineering of our technology or information. Moreover, our trade secrets may be disclosed to orotherwise become known or be independently developed by competitors and in these situations we may have no or limited rights to stop their use of ourinformation. To the extent that our employees, contractors, or other third parties with whom we do business use intellectual property owned by others in theirwork for us, disputes may arise as to the rights to such intellectual property. If, for any of the above reasons, our intellectual property is disclosed ormisappropriated, it would harm our ability to protect our rights and may have an adverse effect on our business.Although we also rely on copyright laws to protect the works of authorship, including software, created by us, we do not register the copyrights in any of ourcopyrightable works. U.S. copyrights must be registered before the copyright owner may bring an infringement suit in the United States. Furthermore, if a U.S.copyright is not registered within three months of publication of the underlying work, the copyright owner is precluded from seeking statutory damages orattorney’s fees in any U.S. enforcement action, and is limited to seeking actual damages and lost profits. Accordingly, if one of our unregistered U.S.copyrights is infringed by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our remedies inany such infringement suit may be limited.We hold four patents issued by the U.S. Patent and Trademark Office and one patent issued by the French Patent Office, and have filed 18 non-provisionalU.S. patent applications, two European applications, one Japanese application and one international patent application under the Patent Cooperation Treaty.We have also registered numerous domain names and are also pursuing the registration of trademarks and service marks in the United States and in certainlocations outside the United States. Effective trademark, domain name and patent protection are expensive to develop and maintain, both in terms of initialand ongoing registration requirements and the costs of defending our rights. Any of our patents, trademarks or other intellectual property rights may notprovide sufficient protection for our business as currently conducted or may be challenged by others or invalidated through administrative process orlitigation. In addition, in the event that our trademarks are successfully challenged, we could be forced to rebrand our solution, which could result in loss ofbrand recognition, and could require us to devote resources to advertising and marketing our new brand. Further, we cannot assure you that competitors willnot infringe our trademarks, or that we will have adequate resources to enforce our trademarks.32Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Our existing patents and any patents issued in the future may not provide us with competitive advantages, may be successfully challenged, invalidated orcircumvented by third parties, may give rise to ownership claims or to claims for the payment of additional remuneration of fair price by the persons havingparticipated in the creation of the inventions and may not be of sufficient scope or strength to provide us with any meaningful protection. Further, as wecontinue to expand our business geographically, it may become desirable for us to protect our intellectual property in an increasing number of jurisdictions, aprocess that is expensive and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protectingour intellectual property through additional patent filings that could be expensive and time consuming. Once we file a patent application in one country, wehave a limited period of time to file it in all other countries in which we want to have patent protection over a certain invention.If we fail to file in those countries we will be precluded from having patent protection for that invention in those other countries. Without patent protection,others will be free to practice that invention in those other countries. Even if we obtain patent protection, we cannot assure you that competitors will notinfringe our patents, or that we will have adequate resources to enforce our patents.Additionally, in the United States, the central provisions of the Leahy-Smith America Invents Act, or AIA, became effective recently. Among other things,this law switched U.S. patent rights from the former “first-to-invent” system to a “first inventor-to-file” system. This may result in inventors and companieshaving to file patent applications more frequently to preserve rights in their inventions. This may favor larger competitors that have the resources to file morepatent applications.Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certainjurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third-party copying, infringement or use, which couldadversely affect our competitive position.To protect or enforce our intellectual property rights, we may initiate litigation against third parties. Litigation may be necessary to protect our intellectualproperty, or determine the enforceability, scope and validity of the proprietary rights of others. Any lawsuits that we initiate could be expensive, takesignificant time and divert management’s attention from other business concerns. Additionally, we may provoke third parties to assert claims against us.These claims could invalidate or narrow the scope of our own intellectual property. We may not prevail in any lawsuits that we initiate and the damages orother remedies awarded, if any, may not be commercially valuable. Accordingly, despite our efforts, we may be unable to prevent third parties from infringingupon or misappropriating our intellectual property. The occurrence of any of these events may adversely affect our business, financial condition and resultsof operations.Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property rights ofothers.The online and mobile advertising industries are characterized by the existence of large numbers of patents, copyrights, trademarks, trade secrets and otherintellectual property and proprietary rights. Companies in these industries are often required to defend against litigation claims that are based on allegationsof infringement or other violations of intellectual property rights. Our technologies may not be able to withstand any third-party claims or rights against theiruse.Our success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claims of intellectual propertyinfringement or misappropriation without major financial expenditures or adverse consequences. From time to time, we may be the subject of claims that oursolution and underlying technology infringe or violate the intellectual property rights of others, particularly as we expand the complexity and scope of ourbusiness. Furthermore, as a result of disclosure of information in filings required of a public company, our business and financial condition will become morevisible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.33Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly toevaluate and defend and the outcome of any litigation is inherently uncertain. Some of our competitors have substantially greater resources than we do andare able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. Claims that we areinfringing patents or other intellectual property rights could:•subject us to significant liabilities for monetary damages, which may be tripled in certain instances;•prohibit us from developing, commercializing or continuing to provide some or all of our solution unless we obtain licenses from, and pay royaltiesto, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all;•subject us to indemnification obligations or obligations to refund fees to, and adversely affect our relationships with, our current or future clients,advertising agencies, media networks and exchanges or publishers;•cause delays or stoppages in providing our solution;•cause clients, potential clients, advertising agencies, media networks and exchanges or publishers to avoid working with us;•divert the attention and resources of management and technical personnel;•harm our reputation; and•require technology or branding changes to our solution that would cause us to incur substantial cost and that we may be unable to executeeffectively or at all.In addition, we may be exposed to claims that the content contained in advertising campaigns violates the intellectual property or other rights of thirdparties. Such claims could be made directly against us or against the advertising agencies, media networks and exchanges and publishers from whom wepurchase advertising inventory. Generally, under our agreements with advertising agencies, media networks and exchanges and publishers, we are required toindemnify the advertising agencies, media networks and exchanges and publishers against any such claim with respect to an advertisement we served. Wegenerally require our clients to indemnify us for any damages from any such claims. There can be no assurance, however, that our clients will have the abilityto satisfy their indemnification obligations to us, and pursuing any claims for indemnification may be costly or unsuccessful. As a result, we may be requiredto satisfy our indemnification obligations to advertising agencies, media networks and exchanges and publishers or claims against us with our assets. Thisresult could harm our reputation, business, financial condition and results of operations.Our business involves the use, transmission and storage of confidential information, and the failure to properly safeguard such information could result insignificant reputational harm and monetary damages.Our business involves the storage and transmission of confidential consumer, advertiser client, publisher and supplier information, including certainpurchaser data, as well as employee information, and security breaches could expose us to a risk of loss or unauthorized disclosure of this information,litigation and possible liability, as well as damage our relationships with our clients and publishers. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to our data or the data of consumers, ouradvertiser clients, publishers or suppliers, our reputation could be damaged, our business may suffer and we could incur significant liability.34Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. Asa result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs,the market perception of our security measures could be harmed and we could lose sales and clients. Any significant violations of data privacy or othersecurity breaches could result in the loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adverselyimpact our results of operations and financial condition. Moreover, if a high profile security breach occurs with respect to another provider of performancedisplay advertising solutions, our clients and potential clients may lose trust in the security of providers of performance display advertising solutionsgenerally, which could adversely impact our ability to retain existing clients or attract new ones.Additionally, third parties may attempt to fraudulently induce employees, consumers, our advertiser clients, publishers or third-party providers intodisclosing sensitive information such as user names, passwords or other information in order to gain access to our data, our advertiser clients’ or publishers’data, which could result in significant legal and financial exposure and a loss of confidence in the security of our solution and ultimately harm our futurebusiness prospects. A party who is able to compromise the security of our facilities could misappropriate our proprietary information or the proprietaryinformation of consumers, our advertiser clients and/or our publishers, or cause interruptions or malfunctions in our operations or those of our advertiserclients and/or publishers. We may be required to expend significant capital and financial resources to protect against such threats or to alleviate problemscaused by breaches in security. Finally, in addition, computer viruses may harm our systems causing the loss or alteration of data, and the transmission ofcomputer viruses could expose us to litigation. Our errors and omissions insurance may be inadequate or may not be available in the future on acceptableterms, or at all. In addition, our policy may not cover any claim against us for loss of data or other indirect or consequential damages and defending a suit,regardless of its merit, could be costly and divert management’s attention.Our business depends on our ability to maintain the quality of content for our advertiser clients and publishers.We must be able to ensure that our clients’ advertisements are not placed in publisher content that is unlawful or inappropriate. With respect to the purchaseof opt-in e-mail addresses, we must ensure that the databases we partner with are reputable, keep updated e-mail address lists, honor users’ election to opt outand obtain required and specific consent from users to receive third-party promotional e-mails. If we fail to ensure that our clients’ advertisements are notplaced in unlawful or inappropriate content or we fail to source opt-in e-mail addresses from reputable partners that comply with consent requirements, ourreputation and business may suffer. In particular, we could be treated as a spammer and blocked by internet service providers or regulators. In addition, if weplace advertisements in content that is not permitted under the terms of the applicable agreements with a client, we may be unable to charge the client forclicks generated on those sites, the client may terminate their campaign or the client may require us to indemnify them for any resulting third party claims.Further, our publishers rely upon us not to place advertisements on their websites that are unlawful or inappropriate. If we are unable to ensure that the qualityof our advertiser and publisher content does not decline as the number of advertiser clients and publishers we work with continues to grow, our reputationand business may suffer and we may not be able to retain or secure additional clients or publisher relationships.Our sales efforts with both potential advertiser clients and publishers require significant time and expense and our success will depend on effectivelyexpanding our sales and marketing operations and activities to grow our base of advertiser clients and publishers.Attempting to increase our base of advertiser clients and publishers and achieving broader market acceptance of our solution is a key component of ourgrowth strategy. Attracting advertiser clients and publishers, however, requires substantial time and expense, and we may not be successful in establishingthese new relationships or in maintaining or advancing our existing relationships. For example, it may be difficult to identify, engage and market to potentialclients that are unfamiliar with our solution, especially as they relate to their general advertising campaigns, or currently delegate advertising decisions toadvertising agencies. Furthermore, many of our existing and potential clients require input from multiple internal constituencies.35Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As a result, we must identify those involved in the purchasing decision and devote a sufficient amount of time to presenting our solution to those individuals,including providing demonstrations and comparisons against other available solutions, which can be a costly and time-consuming process.Our ability to grow our advertiser and publisher base will depend to a significant extent on our ability to expand our sales and marketing and publishersupport operations and activities. We expect to be increasingly dependent on our direct sales force and publisher support teams to attract new advertiserclients and publishers and we intend to continue to expand these teams internationally. In addition, as we target new industry verticals, we will need to attractsophisticated sales and publisher support personnel that are familiar with the relevant industry and geographic market. We believe that there is significantcompetition for direct sales personnel with the sales skills and technical knowledge that we require.Therefore, our ability to achieve significant growth in revenue in the future will depend, in large part, on our success in recruiting, training and retainingsufficient numbers of sales and publisher support personnel with relevant industry knowledge, in particular with respect to our large clients and publisherpartners. New hires require significant training before they achieve full productivity. Newly hired advertiser sales and publisher development personnel maynot become productive as quickly as we would like, or at all, thus representing increased operating costs and lost opportunities which in turn wouldadversely affect our business, financial condition and results of operations.Therefore, if we are not successful in recruiting and training our advertiser sales and publisher development personnel and streamlining our sales and businessdevelopment processes with advertiser clients and publishers to cost-effectively grow our advertiser and publisher base, our ability to grow our business andour results of operation could be adversely affected.If our implementation cycles are long, we may allocate resources to an advertiser without any guarantee of near-term revenue generation.Implementing our solution with clients generally requires clients to integrate software code on their website to enable us to gather and import data regardingconsumer behavior on their website into our systems and inform the algorithms underlying the Criteo Engine. This implementation process can be complexand time-consuming for an advertiser, in particular for large clients, and can result in delays in the deployment and use of our solution after an advertiser hassigned up to utilize it. Depending upon the time and resources that an advertiser is willing to devote to the integration of our solution with their website andthe nature and complexity of an advertiser’s network and systems, the actual testing and implementation of our solution may occur some period of time afteran advertiser has signed up to use our solution. As a result, the possibly lengthy implementation cycle may result in difficulty in predicting our future resultsof operations.Failures in our systems and infrastructure supporting our solution and operations could significantly disrupt our operations and cause us to lose clients.In addition to the optimal performance of the Criteo Engine, our business relies on the continued and uninterrupted performance of our software and hardwareinfrastructures. We currently place close to 3 billion advertisements per day and each of those advertisements can be placed in under 100 milliseconds.Sustained or repeated system failures of our software and hardware infrastructures, which interrupt our ability to deliver advertisements quickly andaccurately, our ability to serve and track advertisements and our ability to process consumers’ responses to those advertisements, could significantly reducethe attractiveness of our solution to advertiser clients and publishers, reduce our revenue and impair our reputation.In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the expansion of existing clientdeployments, we may need to increase data center hosting capacity, bandwidth, storage, power or other elements of our system architecture and ourinfrastructure as our client base and/or our traffic continues to grow, and our existing systems may not be able to scale up in a manner satisfactory to ourexisting or prospective clients.36Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of globaladvertiser clients and publishers could adversely affect the functioning and performance of our solution and could in turn affect our results of operations.Finally, our systems are vulnerable to damage from a variety of sources, some of which are outside of our control, including telecommunications failures,power outages, a variety of other possible outages affecting data centers, malicious human acts and natural disasters. Any steps we take to increase thereliability and redundancy of our systems supporting our solution or operations may be expensive and may not be successful in preventing system failures. Ifwe are unable to prevent system failures, the functioning and performance of our solution could suffer, which in turn could harm our results of operations.If we fail to manage our growth effectively, we may be unable to execute our business plan or maintain high levels of advertiser and publisher satisfaction.We have experienced, and may continue to experience, rapid growth and organizational change, which have created, and may continue to create, challengesto the quality of our service to our advertiser clients and publishers, and which have placed, and may continue to place, significant demands on ourmanagement and our operational and financial resources.For example, the number of clients from which we collect revenue has increased from under 350 located in eight countries as of January 1, 2010 to over10,000, located in over 87 countries, as of December 31, 2015. While our client count has increased over time, this metric can also fluctuate from quarter toquarter due to the seasonal trends in advertising spend of our clients and timing and amount of revenue contribution from new clients. Therefore, there is notnecessarily a direct correlation between a change in clients in a particular period and an increase or decrease in our revenue. Part of the challenge that weexpect to face in the course of our continued expansion is to maintain a high level of service and advertiser and publisher satisfaction. To the extent ouradvertiser and publisher base grows, we will need to expand our account management and other personnel, in order to continue to provide personalizedaccount management and services. We will therefore require significant expenses and capital expenditures and the allocation of valuable managementresources to maintain the quality of our client service that has been central to our growth so far, especially as we continue to seek to attract larger advertiserclients and publishers. If we fail to manage our anticipated growth in a manner that preserves our attention to our clients, our brand and reputation may sufferwhich would in turn impair our ability to attract and retain advertiser clients and publishers.We expect to continue to expand our international operations into other countries in the future. As such, our organizational structure is becoming morecomplex as we expand our managerial, operational, research and development, marketing and sales, administrative, financial and other functions in order tosupport our expanding business. Furthermore, our rapid international expansion and the expanding geographical diversity of our workforce has placed, and isexpected to continue to place, a significant strain on the corporate culture of rapid innovation and teamwork that has been central to our growth so far. If weare unable to successfully manage growth in employee headcount and function and our geographical expansion, our results of operations could suffer.If we fail to enhance our brand cost-effectively, our ability to expand our client base will be impaired and our financial condition may suffer.We believe that developing and maintaining awareness of the Criteo brand in a cost-effective manner is critical to achieving widespread acceptance of ourexisting solution and future solutions, such as mobile solutions and solutions directed toward capturing broader advertising budgets, and is an importantelement in attracting new advertiser clients and publishers. Furthermore, we believe that the importance of brand recognition will increase as competition inour market increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to delivervaluable solutions for our advertiser clients and publishers. In the past, our efforts to build our brand have involved significant expenses. Brand promotionactivities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incurred in building our brand.37Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, wemay fail to attract enough new advertiser clients or publishers or retain our existing advertiser clients or publishers and our business could suffer.We experience quarterly fluctuations in our results of operations due to a number of factors which make our future results difficult to predict and couldcause our operating results to fall below expectations or our guidance.Our quarterly results of operations fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our results ofoperations on a period-to-period basis may not be meaningful. You should not rely on our past results as indicative of our future performance. If our revenueor results of operations fall below the expectations of investors or securities analysts, or below any guidance we may provide to the market, the price of theADSs could decline substantially.We plan to continue to substantially increase our investment in research and development, product development and sales and marketing, as we seek tocontinue to expand geographically, into new marketing channels and into new industry verticals to capitalize on what we see as a growing globalopportunity for our solution. Our general and administrative expense may also increase both to support our growing operations and due to the increased costsof operating as a public company. For the foregoing reasons or other reasons we may not anticipate, historical patterns should not be considered indicative ofour future quarterly results of operations.Other factors that may affect our quarterly results of operations include the following:•the nature of our clients’ products or services;•demand for our solution and the size, scope and timing of advertising campaigns;•the lack of long-term agreements with our advertiser clients and publishers;•advertiser and publisher retention rates;•market acceptance of our solution and future products and services in current industry verticals and in new industry verticals;•market acceptance of our solution and future products and services in new geographic markets;•market acceptance of our solution and future products and services in new marketing channels;•the timing of large expenditures related to expansion into new geographic markets and/or new industry verticals;•the timing of adding support for new devices, platforms and operating systems;•the amount of inventory purchased through direct relationships with publishers versus internet advertising exchanges or networks;•our clients’ budgeting cycles;•our ability to timely collect amounts owed to us by our clients;•changes in the competitive dynamics of our industry, including consolidation among competitors;•the response of consumers to our clients’ advertisements and to online marketing in general;•our ability to control costs, including our operating expenses;38Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•network outages, errors in our solution or security breaches and any associated expense and collateral effects;•foreign currency exchange rate fluctuations, as some of our foreign sales and costs are denominated in their local currencies;•failure to successfully manage any acquisitions; and•general economic and political conditions in our domestic and international markets.As a result, we have a limited ability to forecast the amount of future revenue and expense, and our results of operations may from time to time fall below ourestimates or the expectations of public market analysts and investors.Seasonal fluctuations in advertising activity could adversely affect our cash flows.Our cash flows from operations could vary from quarter to quarter due to the seasonal nature of our clients’ spending. For example, in particular in the onlineretail industry, many businesses devote the largest portion of their budgets to the fourth quarter of the calendar year, to coincide with increased holidayspending by consumers. Conversely, our e-commerce retail and travel clients typically conduct fewer advertising campaigns in the second quarter than theydo in other quarters. To date, these seasonal effects have been partly masked by our rapid revenue growth. However, if and to the extent that seasonalfluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period as a result.In periods of economic uncertainty, businesses may delay or reduce their spending on advertising, which could materially harm our business.General worldwide economic conditions have experienced significant instability in recent years, especially in the European Union where we generated53.6%, 49.2% and 40.9% of our revenue for 2013, 2014 and 2015, respectively. These conditions make it difficult for our clients and us to accurately forecastand plan future business activities, and could cause our clients to reduce or delay their advertising spend with us. Historically, economic downturns haveresulted in overall reductions in advertising spending. We cannot predict the timing, strength or duration of any economic slowdown or recovery. Indownturns our revenue can be adversely affected as businesses may curtail spending on advertising in general and on a solution such as ours. Anymacroeconomic deterioration in the future, especially further deterioration in the European Union, and some emerging markets, such as Brazil and Russia,could impair our revenue and results of operations. In addition, even if the overall economy improves, we cannot assure you that the market for internetdisplay advertising solutions and the market for performance internet display advertising will experience growth or that we will experience growth.Furthermore, we generally sell through insertion orders with our clients. These insertion orders generally do not include long-term obligations and arecancelable upon short notice and without penalty. Any reduction in advertising spending could limit our ability to grow our business and negatively affectour results of operations.We derive a significant portion of our revenue from e-commerce businesses, especially in the retail, travel and classified industries, and downturn in theseindustries or any changes in regulations affecting these industries could harm our business.A significant portion of our revenue is derived from e-commerce businesses in the retail, travel and classifieds industries. For example, in 2013, 2014 and2015, 62.4%, 66.3% and 67.0%, respectively, of our revenue was derived from advertisements placed for retail e-commerce businesses. While we expect togrow our advertiser base in additional industries, such as automotive, telecommunications, consumer goods and finance, any downturn in any of our coreindustries, or other industries we may target in the future, may cause our clients to reduce their spending with us, delay or cancel their advertising campaignswith us.39Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Furthermore, our business could be negatively impacted by the application of existing laws and regulations or the enactment of new laws by federal, state andforeign governmental or regulatory agencies which would impose taxes on goods and services provided over the internet. To the extent such taxesdiscourage the use of the internet as a means of commercial marketing or reduce the amount of products and services offered through e-commerce websites,online advertising spending may decline and the use or attractiveness of our solution by our clients or potential clients may be adversely affected.Interruptions or delays in services provided by third-party providers that we rely upon could impair the performance of our solution or operations andharm our business.We currently lease space from third-party data center hosting facilities for our servers and/or networking equipment located in California, New York, China,France, Hong Kong, Japan and The Netherlands. All of our data gathering and analytics are conducted on, and the advertisements we deliver are processedthrough, our servers and network equipment located in these facilities.We also rely on bandwidth providers and internet service providers to deliver advertisements. Any damage to, or failure of, the systems or facilities of ourthird-party providers could adversely impact our ability to deliver our solution to clients. If, for any reason, our arrangement with one or more data centers isterminated, we could experience additional expense in arranging for new facilities and support.The occurrence of a natural disaster, an act of terrorism, vandalism or sabotage, a decision to close any data center or the facilities of any other third-partyprovider without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of our solution oroperations. Our testing in actual disasters or similar events is limited. If any such event were to occur, our business, results of operations and financialcondition could be adversely affected.Our international operations and expansion expose us to several risks.As of December 31, 2015, we had operations in 18 countries. Our primary research and development operations are located in France and the United States. Inaddition, we currently have international offices outside of France and the United States, which focus primarily on selling and implementing our solution inthose regions. In the future, we may expand to other international locations. Our current international operations and future initiatives involve a variety ofrisks, including:•localization of our solution and systems, including translation into foreign languages and adaptation for local practices;•compliance with applicable foreign laws and regulations, including, among other things, laws and regulations with respect to privacy, data,consumer protection, spam and content, and the risk of penalties if our practices are deemed to be out of compliance;•unexpected changes in laws and regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;•different labor regulations in Asia-Pacific, the European Union and South America, in particular, where labor laws can be interpreted as moreadvantageous to employees than those in the United States, including deemed hourly wage and overtime regulations in these locations;•exposure to many onerous and potentially inconsistent data protections laws;•more stringent regulations relating to data security and the unauthorized use of, or access to, commercial and personal information, particularly inthe European Union;•changes in a specific country’s or region’s political or economic conditions;40Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implementappropriate systems, policies, benefits and compliance programs;•risks resulting from changes in currency exchange rates and the implementation of exchange controls, including restrictions promulgated by theOffice of Foreign Assets Control of the U.S. Department of the Treasury, and other similar trade protection regulations and measures in the UnitedStates or in other jurisdictions;•reduced ability to timely collect amounts owed to us by our clients in countries where our recourse may be more limited;•limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations in othercountries;•limited or unfavorable intellectual property protection;•exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act and similar laws andregulations in other jurisdictions; and•restrictions on repatriation of earnings.We have limited experience in marketing, selling and supporting our solution outside of Europe, the United Kingdom and the United States. We haverecently established, or are planning to establish in the near future, operations in new geographies, such as China, India and Russia, where we may face morecomplex regulatory environments and market conditions than the ones we have experienced in the past in our existing geographies. Our limited experiencein operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If weinvest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business andresults of operations will suffer.Additionally, operating in international markets also requires significant management attention and financial resources. We cannot be certain that theinvestment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability.We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxesin various jurisdictions as a result of new taxes and new laws, including sales taxes, which may negatively affect our business.As a multinational organization operating in multiple jurisdictions we may be subject to taxation in several jurisdictions around the world with increasinglycomplex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result ofchanges in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, whichcould have a material adverse effect on our liquidity and results of operations.In addition, as internet commerce and globalization continue to evolve, increasing regulation by federal, state or foreign governments becomes more likely.Our business could be negatively impacted by the application of existing laws and regulations or the enactment of new laws applicable to digital advertising.The cost to comply with such laws or regulations could be significant, and we may be unable to pass along those costs to our clients in the form of increasedfees, which may negatively affect our business.41Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Finally, the authorities in these jurisdictions could review our tax returns and impose additional taxes, interest and penalties, and the authorities could claimthat various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any ofwhich could have a material impact on us and the results of our operations.We are exposed to foreign currency exchange rate fluctuations.As of June 30, 2015, we no longer met the requirements to qualify as a foreign private issuer under the Exchange Act. As a result, we began reporting as adomestic registrant as of January 1, 2016. We are now required under current SEC rules to prepare our consolidated financial statements in accordance withU.S. GAAP, rather than International Financial Reporting Standards or IFRS, and to present our financial information in U.S. dollars instead of euros. Thetransition from consolidated financial statements under IFRS to U.S. GAAP has primarily impacted the presentation of our consolidated statement of financialposition (order of liquidity) and of our consolidated statement of cash flows (effect of exchange rate changes on cash and cash equivalents). The functionalcurrency of the Company still remains the euro, while our reporting currency has changed from the euro to the U.S dollar. Consequently, since we incurportions of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk as our results of operationsand cash flows are subject to fluctuations in foreign currency exchange rates. Foreign exchange risk exposure also arises from intra-company transactions andfinancing with subsidiaries that have a functional currency different than the euro.The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at theclosing exchange rate (spot exchange rate at the statement of financial position date) and the statement of income, statement of comprehensive income andstatement of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments areincluded in equity under the caption “Accumulated Other Comprehensive Income” in the consolidated statement of changes in equity.While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-company transactions and financing,we may not hedge all of our foreign currency exchange rate risk. In addition, hedging transactions carry their own risks and costs, including the possibility ofa default by the counterpart to the hedge transaction. There can be no assurance that we will be successful in managing our foreign currency exchange raterisk. We cannot predict the impact of foreign currency fluctuations, and foreign currency fluctuations in the future may adversely affect our financialcondition, results of operations and cash flows.Our revenue would decline if we fail to gather sufficient data in a particular geographical market and effectively coordinate the demand for and supply ofadvertising inventory.The performance of the Criteo Engine in a particular geographical market depends on having sufficient advertiser clients and publishers in that marketutilizing our solution and our ability to coordinate the demand for and supply of advertising inventory in that market. Since we cannot consistently predictthe demand for advertising inventory by our clients and the advertising inventory being made available to us, including on a priority basis, the demand forand supply of advertising inventory in that market may not be sufficient or sufficiently coordinated for the Criteo Engine to function optimally. As such, aswe target new geographic markets, we will need to adequately coordinate the timing for local advertiser clients and publishers to use our solution. A failure toeffectively manage demand for and the supply of advertising inventory processed through the Criteo Engine could impair its ability to accurately predictuser engagement in that market, which could result in:•a reduction in the amount of inventory our publishers make available to us in the future;•a loss of existing advertiser clients or publishers;•an adverse effect on our ability to attract new publishers willing to give us preferred access;•harm to our reputation;42Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•increased cost; and•lost revenue.If we do not retain our senior management team and key employees, or attract additional sales and technology talent, we may not be able to sustain ourgrowth or achieve our business objectives.Our future success is substantially dependent on the continued service of our senior management team. Our management team is currently spread acrossmultiple physical locations and geographies, which can strain the organization and make coordinated management more challenging. Our future success alsodepends on our ability to continue to attract, retain and motivate highly skilled employees, particularly employees with technical skills that enable us todeliver effective advertising solutions, and sales and advertiser and publisher support representatives with experience in digital advertising. Competition forthese employees in our industry is intense. As a result, we may be unable to attract or retain these management, technical, sales and advertiser and publishersupport personnel who are critical to our success, resulting in harm to our key advertiser and publisher relationships, loss of key information, expertise orproprietary knowledge and unanticipated recruitment and training costs. The loss of the services of our senior management or other key employees couldmake it more difficult to successfully operate our business and pursue our business goals.Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights,could disrupt our business.Our technology platform and internal systems incorporate software licensed from third parties, including some software, known as open source software,which we use without charge. Although we monitor our use of open source software, the terms of many open source licenses to which we are subject have notbeen interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions orrestrictions on our ability to provide our solution to our clients. In the future, we could be required to seek licenses from third parties in order to continueoffering our solution, which licenses may not be available on terms that are acceptable to us, or at all. Alternatively, we may need to re-engineer our solutionor discontinue use of portions of the functionality provided by our solution. In addition, the terms of open source software licenses may require us to providesoftware that we develop using such software to others on unfavorable license terms such as by precluding us from charging license fees or by requiring us todisclose our source code. Our inability to use third-party software could result in disruptions to our business or operations, or delays in the development offuture offerings or enhancements of our existing platform, which could impair our business.Our failure to maintain certain tax benefits applicable to French technology companies may adversely affect our results of operations.As a French technology company, we have benefited from certain tax advantages, including, for example, a reduced tax rate in France on technology royaltyincome received from subsidiaries and the French research tax credit (crédit d’impôt recherche), or CIR. The CIR is a French tax credit aimed at stimulatingresearch and development. The CIR can be offset against French corporate income tax due and the portion in excess (if any) may be refunded at the end of athree fiscal-year period. The CIR is calculated based on our claimed amount of eligible research and development expenditures in France and represented$2.6 million, $5.1 million and $3.4 million for 2013, 2014 and 2015, respectively and is classified as a reduction of our research and development expenses.The French tax authority with the assistance of the Research and Technology Ministry may audit each research and development program in respect of whicha CIR benefit has been claimed and assess whether such program qualifies in their view for the CIR benefit. If the French tax authority determines that ourresearch and development programs do not meet the requirements for the CIR benefit, we could be liable for additional corporate tax, and penalties andinterest related thereto, which could have a significant impact on our results of operations and future cash flows.43Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For example, in 2011, we underwent a tax inspection by the French tax authorities covering fiscal years 2008 and 2009, which resulted in a reassessment of$0.7 million for the two years. Further, we had another inspection related to fiscal years 2010 and 2011 with the French tax authorities, which resulted in anon-significant reassessment of less than $60,000 for the two years. In the first quarter of 2015, the provision for tax contingency in relation to the 2008 and2009 CIR was released upon receipt of a final notification from the French tax authorities. The French tax authorities may challenge our eligibility for, or ourcalculation of, certain tax reductions and/or deductions in respect of our research and development activities or our technology royalty income received fromsubsidiaries and, should the French tax authorities be successful, we may be liable for additional corporate income tax, and penalties and interest relatedthereto, which could have a significant impact on our results of operations and future cash flows. Furthermore, if the French Parliament decides to eliminate,or reduce the scope, or the rate, of the CIR benefit and/or the reduced tax rate on technology royalty income, which it could decide to do at any time, ourresults of operations could be adversely affected.Transfer pricing rules may adversely affect our corporate income tax expense.Many of the jurisdictions in which we conduct business have detailed transfer pricing rules which require that all transactions with non-resident relatedparties be priced using arm’s length pricing principles. Contemporaneous documentation must exist to support this pricing. The tax authorities in thesejurisdictions could challenge whether our related party transfer pricing policies are at arm’s length and, as a consequence, the tax treatment of correspondingexpenses and income. International transfer pricing is an area of taxation that depends heavily on the underlying facts and circumstances and generallyinvolves a significant degree of judgment.If any of these tax authorities were successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, and penaltiesand interest related thereto, which may have a significant impact on our results of operations and future cash flows.Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSsThe market price for the ADSs may be volatile or may decline regardless of our operating performance.The trading price of the ADSs has fluctuated, and is likely to continue to fluctuate, substantially. The trading price of the ADSs depends on a number offactors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance.Since the ADSs were sold at our initial public offering in November 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $25.16 and ashigh as $60.95 through January 31, 2016. The market price of the ADSs may fluctuate significantly in response to numerous factors, many of which arebeyond our control, including:•actual or anticipated fluctuations in our revenue and other results of operations;•the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;•failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts whofollow our company, or our failure to meet these estimates or the expectations of investors;•announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capitalcommitments;•changes in operating performance and stock market valuations of online marketing or other technology companies, or those in our industry inparticular;•lawsuits threatened or filed against us; and44Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•other events or factors, including those resulting from war, incidents of terrorism or responses to these events.In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equitysecurities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to theoperating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. Ifwe were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from ourbusiness and adversely affect our business.If securities or industry analysts cease publishing research or publish inaccurate or unfavorable research about our business, the price of the ADSs andtrading volume could decline.The trading market for the ADSs depends in part on the research and reports that securities or industry analysts publish about us or our business. If one ormore of the analysts who covers us downgrades the ADSs or publishes incorrect or unfavorable research about our business, the price of the ADSs wouldlikely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, or downgrades the ADSs, demandfor the ADSs could decrease, which could cause the price of the ADSs or trading volume to decline.We do not currently intend to pay dividends on our securities and, consequently, your ability to achieve a return on your investment will depend onappreciation in the price of the ADSs. In addition, French law may limit the amount of dividends we are able to distribute.We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the foreseeable future. We currently intendto invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your ADSs for the foreseeable future and thesuccess of an investment in ADSs will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of theirholdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee thatthe ADSs will appreciate in value or even maintain the price at which our shareholders have purchased the ADSs. Investors seeking cash dividends should notpurchase the ADSs.Further, our revolving credit facility contains restrictions on our ability to pay dividends. In addition, under French law, the determination of whether wehave been sufficiently profitable to pay dividends is made on the basis of our statutory financial statements prepared and presented in accordance withaccounting principles generally accepted in France, or French GAAP. In addition, payment of dividends may subject us to additional taxes under French law.Please see the section entitled “Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Taxation—French Tax Consequences” in Item 5 of Part II in this Form 10-K for further details on the limitations on our ability to declare and pay dividends and thetaxes that may become payable by us if we elect to pay a dividend. Therefore, we may be more restricted in our ability to declare dividends than companiesnot based in France.In addition, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S. dollars that our shareholdersreceive upon the payment of cash dividends or other distributions we declare and pay in euros, if any. These factors could harm the value of the ADSs, and, inturn, the U.S. dollar proceeds that holders receive from the sale of the ADSs.45Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Our credit agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.The credit agreement for our revolving credit facility contains, and documents governing our future indebtedness may contain, numerous covenants thatlimit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability and theability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends and make other distributions and restricted payments, make certainacquisitions and other investments, sell certain assets or engage in mergers, acquisitions and other business combinations, and create liens. Our creditagreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests inorder to incur certain additional debt, make certain loans, acquisitions or other investments, or pay dividends or make other distributions or restrictedpayments. Our ability and the ability of our subsidiaries to comply with these and other provisions of our debt agreements are dependent on our futureperformance, which will be subject to many factors, some of which are beyond our control. The breach of any of these covenants or noncompliance with anyof these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result inacceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions.We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not beavailable on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.While we anticipate that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations for at least the next 12months, we may need to raise additional capital to fund operations in the future or to finance acquisitions. If adequate funds are not available on acceptableterms, we may be unable to fund the expansion of our marketing and sales and research and development efforts, increase working capital, take advantage ofacquisition or other opportunities, or adequately respond to competitive pressures which could seriously harm our business and results of operations.In September 2015, we entered into a five-year senior unsecured revolving credit facility under which we may borrow up to €250 million (or its equivalent inU.S. dollars or, subject to the satisfaction of certain conditions, other optional currencies) to fund general corporate purposes, including the funding ofbusiness combinations. As of December 31, 2015, no amounts had been drawn on this facility. If we draw on our revolving credit facility or incur new debt,the debt holders would have rights senior to shareholders to make claims on our assets, and the terms of any debt could restrict our operations, including ourability to pay dividends on our ordinary shares. In addition, pursuant to the terms of our credit facilities, we may be restricted in the use of such facilities tofund capital expenditures and information technology-related expenses may be restricted. If adequate additional funds are not available, we may be requiredto delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or development of newtechnologies.Furthermore, if we issue additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those ofour ordinary shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, wecannot predict or estimate the amount, timing or nature of our future offerings. As a result, our shareholders bear the risk of our future securities offeringsreducing the market price of the ADSs and diluting their interest.46Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Future sales of the ADSs by existing shareholders could depress the market price of the ADSs.If our existing shareholders sell, or indicate an intent to sell, substantial amounts of the ADSs in the public market the trading price of the ADSs could declinesignificantly. In addition, the sale of these securities could impair our ability to raise capital through the sale of additional securities. As of January 31, 2016,we had 62,480,157 outstanding ordinary shares, which are all eligible for sale in the public market, subject to applicable securities restrictions.In addition, as of January 31, 2016, option and warrants to purchase an aggregate of 2,995,330 ordinary shares issued under our equity incentive plans wereexercisable, subject to applicable securities restrictions.Sales of ADSs by existing shareholders in the public market, the availability of these shares for sale, our issuance of securities or the perception that any ofthese events might occur could materially and adversely affect the market price of the ADSs.Our by-laws and French corporate law contain provisions that may delay or discourage a takeover attempt.Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third partyto acquire us, even if doing so might be beneficial to our shareholders. In addition, provisions of our by-laws impose various procedural and otherrequirements, which could make it more difficult for shareholders to effect certain corporate actions. These provisions include the following:•our ordinary shares are in registered form only and we must be notified of any transfer of our shares in order for such transfer to be validly registered;•under French law, a non-resident of France may have to file an administrative notice with French authorities in connection with a direct or indirectinvestment in us, as defined by administrative rulings;•provisions of French law allowing the owner of 95% of the share capital or voting rights of a public company to force out the minority shareholdersfollowing a tender offer made to all shareholders are only applicable to companies listed on a stock exchange of the European Union and willtherefore not be applicable to us;•a merger of our company into a company incorporated outside of the European Union would require the unanimous approval of our shareholders;•a merger (i.e., in a French law context, a stock-for-stock exchange following which our company would be dissolved into the acquiring entity andour shareholders would become shareholders of the acquiring entity) of our company into a company incorporated in the European Union wouldrequire the approval of our board of directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy orvoting by mail at the relevant meeting;•under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder;•our shareholders have granted and may grant in the future our board of directors broad authorizations to increase our share capital or to issueadditional ordinary shares or other securities (for example, warrants) to our shareholders, the public or qualified investors, including as a possibledefense following the launching of a tender offer for our shares;•our shareholders have preferential subscription rights proportionally to their shareholding in our company on the issuance by us of any additionalsecurities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) ofour shareholders or on an individual basis by each shareholder;47Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•our board of directors has the right to appoint directors to fill a vacancy created by the resignation or death of a director, subject to the approval bythe shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies onour board of directors;•our board of directors can only be convened by its chairman or, when no board meeting has been held for more than two consecutive months, bydirectors representing at least one third of the total number of directors;•our board of directors meetings can only be regularly held if at least half of the directors attend either physically or by way of videoconference orteleconference enabling the directors’ identification and ensuring their effective participation in the board’s decisions;•approval of at least a majority of the votes held by shareholders present, represented by a proxy, or voting by mail at the relevant ordinaryshareholders’ general meeting is required to remove directors with or without cause;•advance notice is required for nominations to the board of directors or for proposing matters to be acted upon at a shareholders’ meeting, except thata vote to remove and replace a director can be proposed at any shareholders’ meeting without notice; and•pursuant to French law, the sections of the by-laws relating to the number of directors and election and removal of a director from office may only bemodified by a resolution adopted by a two-thirds majority of the votes of our shareholders present, represented by a proxy or voting by mail at themeeting.You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the depositagreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will fix a record datefor the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we sorequest, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of consent or proxy sent by us and (2) astatement as to the manner in which instructions may be given by the holders.You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right tovote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance towithdraw those ordinary shares. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrangeto deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure that you can instruct thedepositary to vote your ordinary shares or to withdraw your ordinary shares so that you can vote them yourself. If the depositary does not receive timelyvoting instructions from you, it may give a proxy to a person designated by us to vote the ordinary shares underlying your ADSs. In addition, the depositaryand its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you maynot be able to exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive dividends in shares may be limited, whichmay cause dilution to your holdings.According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription rights for these securitiesproportionally to their shareholding in our company unless they waive those rights at an extraordinary meeting of our shareholders (by a two-thirds majorityvote) or individually by each shareholder.48Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.However, our ADS holders in the United States will not be entitled to exercise or sell such rights unless we register the rights and the securities to which therights relate under the Securities Act or an exemption from the registration requirements is available.In addition, the deposit agreement provides that the depositary will not make rights available to you unless the distribution to ADS holders of both the rightsand any related securities are either registered under the Securities Act or exempted from registration under the Securities Act. Further, if we offer holders ofour ordinary shares the option to receive dividends in either cash or shares, under the deposit agreement the depositary may require satisfactory assurancesfrom us that extending the offer to holders of ADSs does not require registration of any securities under the Securities Act before making the option availableto holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such aregistration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act.Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and may experience dilution in theirholdings. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, itwill allow the rights to lapse, in which case you will receive no value for these rights.You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.Your ADSs, which may be evidenced by ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time orfrom time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfersof your ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so becauseof any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to your rightto cancel your ADSs and withdraw the underlying ordinary shares.Temporary delays in the cancellation of your ADSs and withdrawal of the underlying ordinary shares may arise because the depositary has closed its transferbooks or we have closed our transfer books, the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting or we are paying a dividendon our ordinary shares. In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money for fees,taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSsor to the withdrawal of ordinary shares or other deposited securities.If we fail to establish or maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, andinvestor confidence and the market price of the ADSs may, therefore, be adversely impacted.As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Inaddition, we are required to submit a report by management to the Audit Committee and external auditors on the effectiveness of our internal control overfinancial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and our independent registered public accounting firm is required to attest to theeffectiveness of our internal controls over financial reporting. If we identify material weaknesses in our internal controls over financial reporting, if we areunable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal controls over financialreporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controlsover financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of theADSs may be adversely impacted, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or otherregulatory authorities, which could require additional financial and management resources.49Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.We are no longer a foreign private issuer and are now required to report as a domestic registrant, which could result in significant additional cost andexpense.As of June 30, 2015, we no longer met the requirements to qualify as a foreign private issuer under the Exchange Act. As a result, we began reporting as adomestic registrant as of January 1, 2016. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantlymore than costs we incurred as a foreign private issuer. As of January 1, 2016, we are required to file periodic reports including quarterly reports on Form 10-Qand registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to aforeign private issuer. We are also required under current SEC rules to prepare our consolidated financial statements in accordance with U.S. GAAP, ratherthan IFRS, and to present our financial information in U.S. dollars instead of euros. In addition, we lost our ability to rely upon exemptions from certaincorporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. We are now also subject to the Exchange Act rulesregulating disclosure obligations and procedural requirements related to the solicitation of proxies, consents and authorizations applicable to a securityregistered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. Our officers and directors are also now subject to thereporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of oursecurities.U.S. investors may have difficulty enforcing civil liabilities against our company and directors and senior management.Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of the United States, and all or asubstantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may not be possible to serve process onsuch persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securitieslaws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States.Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim.Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, isapplicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. Inparticular, there is some doubt as to whether French courts would recognize and enforce certain civil liabilities under U.S. securities laws in original actionsor judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States orelsewhere may be unenforceable in France.An award for monetary damages under the U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damagesuffered but is intended to punish the defendant. The enforceability of any judgment in France will depend on the particular facts of the case as well as thelaws and treaties in effect at the time. The United States and France do not currently have a treaty providing for recognition and enforcement of judgments(other than arbitration awards) in civil and commercial matters.The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporationsincorporated in the United States.We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws governing companies incorporated inFrance. The rights of shareholders and the responsibilities of members of our board of directors are in many ways different from the rights and obligations ofshareholders in companies governed by the laws of U.S. jurisdictions. For example, in the performance of its duties, our board of directors is required byFrench law to consider the interests of our company, its shareholders, its employees and other stakeholders, rather than solely our shareholders and/orcreditors. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.50Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Item 1B. Unresolved Staff CommentsWe do not have any unresolved comments from the SEC staff.Item 2. PropertiesOur headquarters are located in Paris, France, in an approximately 14,000-square-meters facility, under a lease agreement expiring on June 15, 2023. Inaddition, we had 27 regional offices as of December 31, 2015. We currently lease space into data centers to third-party hosting providers for our hostingservices for our severs located in California, New York, China, France, Hong Kong, Japan and The Netherlands. We believe that our facilities are adequate forour current needs. Item 3. Legal ProceedingsFrom time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently aparty to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, resultsof operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlementcosts, diversion of management resources and other factors.Item 4. Mine Safety DisclosuresNot applicable.51Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket InformationThe ADSs have been listed on the Nasdaq Global Select Market under the symbol “CRTO” since October 30, 2013. Prior to that date, there was no publictrading market for ADSs or our ordinary shares. Our initial public offering was priced at $31.00 per ADS on October 29, 2013. The following table sets forthfor the periods indicated the high and low sales prices per ADS as reported on the Nasdaq Global Select Market: Per ADS HighLow2014: First quarter$60.95$31.03Second quarter$41.97$25.16Third quarter$40.13$28.31Fourth quarter$41.09$28.342015: First quarter$46.50$37.70Second quarter$51.43$39.12Third quarter$57.30$28.09Fourth quarter$44.43$33.71HoldersAs of January 31, 2016, there were 54 holders of record of our ordinary shares and 131 participants in DTC that held our ADSs. The actual number of holdersis greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees. This number of holders of record and DTCparticipants also does not include holders whose shares may be held in trust by other entities.ADS Performance GraphThe following graph shows a comparison from October 30, 2013 (the date our ADSs commenced trading on the NASDAQ Global Select Market)through December 31, 2015 of the cumulative total return for our ADSs, the Russell 2000 Index and the NASDAQ Internet Index. The graph assumes that$100 was invested at the market close on October 30, 2013 in our ADSs, the Russell 2000 Index and the NASDAQ Internet Index and data for the Russell2000 Index and the NASDAQ Internet Index assumes reinvestments of dividends. The stock price performance of the following graph is not necessarilyindicative of future stock price performance.52Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such informationbe incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to theextent we specifically incorporate it by reference into such filing.DividendsWe have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in theforeseeable future and intend to retain all available funds and any future earnings to fund our growth.Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings. Dividend distributions, ifany, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement.Securities Authorized for Issuance Under Equity Compensation PlansThe following table provides information as of December 31, 2015 regarding compensation plans under which our equity securities are authorized forissuance. (a)(b)(c)Plan CategoryNumber of securities to be issued uponexercise of outstanding options, warrantsand rightsWeighted-average exercise price ofoutstanding options, warrants and rights(1)Number of securities remaining availablefor future issuance under equitycompensation plans (excluding securitiesreflected in column (a))Equity compensation plans approved bysecurity holders 7,798,349$22.70(2) 3,747,477Equity compensation plans not approved bysecurity holders---Total7,798,349$22.70(2)3,747,477(1) The weighted-average exercise price does not reflect the ordinary shares that will be issued in connection with the vesting of free shares, since free shares have no exercise price.(2) The weighted-average exercise price was €20.85 and has been converted to U.S. dollars based on the exchange rate as of December 31, 2015.53Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exchange Controls & Ownership by Non-French ResidentsUnder current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreigncountries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French residentto a non-resident, such as dividend payments, be handled by an accredited intermediary. All registered banks and substantially all credit institutions inFrance are accredited intermediaries.Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders toown and vote shares. However, residents outside of France, as well as any French entity controlled by non-French residents, must file an administrative noticewith French authorities in connection with their direct and indirect foreign investments in us, including through ownership of ADSs, on the date a bindingpurchase agreement is executed or a tender offer is made public. Under existing administrative rulings, the following transactions qualify as foreigninvestments in us:•any transaction carried out on our capital by a non-French resident provided that after the transaction the cumulative amount of the capital or thevoting rights held by non-French residents exceeds 33.33% of our capital or voting rights;•any transaction mentioned above carried out by a corporation incorporated under French law whose capital or voting rights are held for more than33.33% by non-French residents;•any transaction carried out abroad resulting in a change of the controlling shareholder of a corporation incorporated under a foreign law that holds ashareholding or voting rights in us if our capital or voting rights are held for more than 33.33% by non-French residents;•loans and guarantees granted by a corporation incorporated under foreign laws to us in amounts evidencing control over our financing; and•patent licenses granted by a corporation incorporated under foreign laws or management or technical assistance agreements with such corporationthat place us in a dependent position vis-à-vis such party or its group.Violation of this administrative notice requirement is sanctioned by a fine of €750 euros. This amount may be multiplied by five if the violation is made by alegal entity.54Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TaxationU.S. Federal Income Tax Consequences.The following discussion summarizes certain U.S. federal income tax consequences generally applicable to the ownership and disposition of ADSs orordinary shares by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase ADSs and hold such ADSs or the underlyingordinary shares as capital assets (generally, property held for investment purposes). This discussion does not purport to be a complete analysis of all of thepotential U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances. Furthermore, it does notaddress any aspect of non-U.S., state, local or estate or gift taxation or the Medicare tax imposed on certain net investment income. Each holder shouldconsult its own tax advisor as to the U.S. federal, state, local, non-U.S. and any other tax consequences of the ownership and disposition of ADSs or ordinaryshares.This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, U.S. Treasury regulations promulgatedthereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly withretroactive effect. No ruling has been sought from the U.S. Internal Revenue Service (the “IRS”) with respect to any U.S. federal income tax consequencesdescribed below, and there can be no assurance that the IRS or a court will not take a contrary position.This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particularcircumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain banks, financial institutions, insurancecompanies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, persons who hold ADSs or ordinary shares as part of a“straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S.dollar, persons that own or have owned, directly, indirectly or constructively, 10% or more (by vote or value) of our shares, partnerships and other pass-through entities, and investors in such pass-through entities).As used in this discussion, the term “U.S. Holder” means a beneficial owner of the ADSs or ordinary shares that is, for U.S. federal income tax purposes, (1) acitizen or individual resident of the United States, (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in ororganized under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal incometax regardless of its source or (4) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over itsadministration and one or more United States persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S.Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.The tax treatment of a partner in an entity or arrangement classified as a partnership for U.S. federal income tax purposes may depend on both thepartnership’s and the partner’s status and the activities of the partnership. Entities or arrangements classified as a partnership for U.S. federal income taxpurposes that are beneficial owners of ADSs or ordinary shares, and their partners and other owners, should consult their own tax advisers regarding the taxconsequences of the ownership and disposition of ADSs or ordinary shares.The discussion below assumes the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and anyrelated agreement have been and will be complied with in accordance with their terms. For U.S. federal income tax purposes, a U.S. Holder of ADSs willgenerally be treated as the beneficial owner of the underlying ordinary shares represented by the ADSs. The remainder of this discussion assumes that a U.S.Holder of our ADSs will be treated in this manner. Accordingly, deposits or withdrawals of our ordinary shares for our ADSs will generally not be subject toU.S. federal income tax.55Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Persons considering an investment in the ADSs should consult their own tax advisors as to the particular tax consequences applicable to them relating tothe ownership and disposition of the ADSs or ordinary shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.DistributionsSubject to the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder that receives a distribution with respect to ADSs orordinary shares generally will be required to include the gross amount of such distribution (before reduction for any French withholding taxes) in grossincome as a dividend when actually or constructively received by the U.S. Holder (in the case of ordinary shares) or by the depositary bank (in the case ofADSs) to the extent attributable to our current and accumulated earnings and profits (as determined under U.S. federal income tax principles). We do notintend to calculate earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution generally will bereported as a dividend for U.S. federal income tax purposes. Distributions on the ADSs or ordinary shares treated as dividends generally will constituteincome from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income.The U.S. dollar value of any distribution on the ADSs or ordinary shares made in euros generally should be calculated by reference to the exchange ratebetween the U.S. dollar and the euro in effect on the date of receipt (or deemed receipt) of such distribution by the U.S. Holder regardless of whether the eurosso received are in fact converted into U.S. dollars at that time. If the euros received are converted into U.S. dollars on the date of receipt (or deemed receipt), aU.S. Holder generally should not recognize currency gain or loss on such conversion. If the euros received are not converted into U.S. dollars on the date ofreceipt (or deemed receipt), a U.S. Holder generally will have a basis in such euros equal to the U.S. dollar value of such euros on the date of receipt (ordeemed receipt). Any gain or loss on a subsequent conversion or other disposition of such euros by such U.S. Holder generally will be treated as ordinaryincome or loss and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.Subject to the discussion below under “Passive Foreign Investment Company Rules,” we believe that we are a “qualified foreign corporation,” and thereforedistributions treated as dividends and received by non-corporate U.S. Holders may be eligible for a preferential tax rate. Such dividends will not be eligiblefor the “dividends received” deduction generally allowed to U.S. corporate shareholders with respect to dividends received from U.S. corporations.A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations andholding period requirements, for French tax withheld from distributions received in respect of the ADSs or ordinary shares. A U.S. Holder that does not electto claim a U.S. foreign tax credit may instead claim a deduction for French tax withheld, but only for a taxable year in which the U.S. Holder elects to do sowith respect to all foreign income taxes paid or accrued in such taxable year. The rules relating to U.S. foreign tax credits are complex, and each U.S. Holdershould consult its own tax adviser regarding the application of such rules.Sale, Exchange or Other Disposition of the ADSs or Ordinary SharesIn general, a U.S. Holder will recognize gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of ADSs or ordinaryshares in an amount equal to the difference, if any, between the amount realized on the sale, exchange or other disposition and such U.S. Holder’s adjustedtax basis in the ADSs or ordinary shares. Such gain or loss recognized by a U.S. Holder will generally be treated as U.S.-source gain or loss. Subject to thediscussion below under “Passive Foreign Investment Company Rules,” gain or loss on the disposition of ADSs or ordinary shares will be capital gain or lossand will be long-term capital gain or loss if the U.S. Holder held the ADSs or ordinary shares for more than one year. An individual U.S. Holder may beentitled to preferential rates of taxation for net long-term capital gains. The deductibility of capital losses is limited under the Code.56Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Passive Foreign Investment Company RulesA foreign corporation will be considered a passive foreign investment company (“PFIC”) for any taxable year in which (1) 75% or more of its gross income is“passive income” or (2) 50% or more of the average quarterly value of its assets produce (or are held for the production of) “passive income.” For thispurpose, “passive income” generally includes interest, dividends, rents, royalties and certain gains. We do not believe we were a PFIC in the 2015 taxableyear and based on the nature of our business, the projected composition of our income and the projected composition and estimated fair market values of ourassets, we do not expect to be a PFIC in the 2016 or a subsequent taxable year. However, the determination as to whether we will be a PFIC for any taxableyear is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, our actual PFIC status forany taxable year is not determinable until after the end of such taxable year, and therefore cannot be predicted with certainty. Because of the above describeduncertainties, there can be no assurance that the IRS will not challenge the determination made by us concerning our PFIC status or that we will not be a PFICfor any taxable year. If we are classified as a PFIC in any year a U.S. Holder owns ADSs or ordinary shares, certain adverse tax consequences different fromthose described above could apply to such U.S. Holder.Certain elections may be available (including a mark-to-market election) to U.S. Holders that may mitigate some of the adverse tax consequences resultingfrom our treatment as a PFIC. U.S. Holders should consult their own tax advisors regarding the application of PFIC rules to their investments in the ADSs orordinary shares and regarding certain annual filing requirements for U.S. Holders who own stock in a PFIC.Required Disclosure with Respect to Foreign Financial AssetsCertain U.S. Holders are required to report information relating to an interest in ADSs or ordinary shares, subject to certain exceptions (including anexception for ADSs or ordinary shares held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement ofSpecified Foreign Financial Assets, with their tax return for each year in which they hold an interest in ADSs or ordinary shares. U.S. Holders should consulttheir own tax advisers regarding the effect of these and other information reporting requirements on their ownership of ADSs or ordinary shares.THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO APROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAXCONSEQUENCES TO IT OF AN INVESTMENT IN ADSS IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES. French Tax ConsequencesThe following describes the material French income tax consequences to U.S. Holders (as defined below) of purchasing, owning and disposing of the ADSsand ordinary shares, or the Securities.This discussion does not purport to be a complete analysis or listing of all potential tax effects of the acquisition, ownership or disposition of our securities toany particular investor, and does not discuss tax considerations that arise from rules of general application or that are generally assumed to be known byinvestors. All of the following is subject to change. Such changes could apply retroactively and could affect the consequences described below.57Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In 2011, France introduced a comprehensive set of new tax rules applicable to French assets that are held by or in foreign trusts. These rules, among otherthings, provide for the inclusion of trust assets in the settlor’s net assets for purpose of applying the French wealth tax, for the application of French gift anddeath duties to French assets held in trust, for a specific tax on capital on the French assets of foreign trusts not already subject to the French wealth tax andfor a number of French tax reporting and disclosure obligations. The following discussion does not address the French tax consequences applicable tosecurities held in trusts. If securities are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific taxconsequences of acquiring, owning and disposing of securities.The description of the French income tax and wealth tax consequences set forth below is based on the Convention Between the Government of the UnitedStates of America and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect toTaxes on Income and Capital of August 31, 1994, or the Treaty, which came into force on December 30, 1995 (as amended by any subsequent protocols,including the protocol of January 13, 2009), and the tax guidelines issued by the French tax authorities in force as of the date of this Form 10-K.For the purposes of this discussion, the term “U.S. Holder” means a beneficial owner of securities that is (1) an individual who is a U.S. citizen or resident forU.S. federal income tax purposes, (2) a U.S. domestic corporation or certain other entities created or organized in or under the laws of the United States or anystate thereof, including the District of Colombia, or (3) otherwise subject to U.S. federal income taxation on a net income basis in respect of securities.If a partnership holds securities, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If aU.S. Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the specific tax consequences ofacquiring, owning and disposing of securities.This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their functional currency, that are entitled toTreaty benefits under the “Limitation on Benefits” provision contained in the Treaty, and whose ownership of the securities is not effectively connected to apermanent establishment or a fixed base in France.Certain U.S. Holders (including, but not limited to, U.S. expatriates, partnerships or other entities classified as partnerships for U.S. federal income taxpurposes, banks, insurance companies, regulated investment companies, tax-exempt organizations, financial institutions, persons subject to the alternativeminimum tax, persons who acquired the securities pursuant to the exercise of employee share options or otherwise as compensation, persons that own(directly, indirectly or by attribution) 5% or more of our voting stock or 5% or more of our outstanding share capital, dealers in securities or currencies,persons that elect to mark their securities to market for U.S. federal income tax purposes and persons holding securities as a position in a synthetic security,straddle or conversion transaction) may be subject to special rules not discussed below.U.S. Holders are urged to consult their own tax advisers regarding the tax consequences of the purchase, ownership and disposition of securities in light oftheir particular circumstances, especially with regard to the “Limitations on Benefits” provision. Estate and Gift Taxes and Transfer TaxesIn general, a transfer of securities by gift or by reason of death of a U.S. Holder that would otherwise be subject to French gift or inheritance tax, respectively,will not be subject to such French tax by reason of the Convention between the Government of the United States and the Government of the French Republicfor the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24,1978, unless the donor or the transferor is domiciled in France at the time of making the gift or at the time of his or her death, or the securities were used in, orheld for use in, the conduct of a business through a permanent establishment or a fixed base in France.58Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Pursuant to Article 235 ter ZD of the Code général des impôts (French Tax Code, or FTC), purchases of shares or ADSs of a French company listed on aregulated market of the European Union or an exchange formally acknowledged by the French Financial Market Authority (AMF) are subject to a 0.2%French tax on financial transactions provided that the issuer’s market capitalization exceeds €1 billion as of December 1 of the year preceding the taxationyear.A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year within the meaning of Article235 ter ZD of the French Tax Code used to be published annually by the French Ministry of Economy. It is now published by the French tax authorities, andcould be amended at any time. Pursuant to Regulations BOI‑ANNX‑000467‑20151221 issued on December 21, 2015, Criteo is currently not included in suchlist. Please note that such list may be updated from time to time, or may not be published anymore in the future.Furthermore, Nasdaq is not currently acknowledged by the French AMF but this may change in the future.Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described above. In the future, purchases of Criteo’ssecurities may become subject to such tax if Nasdaq is acknowledged by the French AMF.In the case where Article 235 ter ZD of the FTC is not applicable, (i) transfers of shares issued by a listed French company are subject to uncapped registrationduties at the rate of 0.1% if the transfer is evidenced by a written statement (“acte”) executed either in France or outside France, whereas (ii) transfers of shareswhich are not listed are subject to uncapped registration duties at the rate of 0.1% notwithstanding the existence of a written statement (“acte”). As ordinaryshares of Criteo are not listed, their transfer is subject to uncapped registration duties at the rate of 0.1% notwithstanding the existence of a written agreement(“acte”).Although the official guidelines published by the French tax authorities are silent on this point, ADSs should remain outside of the scope of theaforementioned 0.1% registration duties.Wealth TaxThe French wealth tax (impôt de solidarité sur la fortune) applies only to individuals and does not generally apply to securities held by a U.S. resident, asdefined pursuant to the provisions of the Treaty, provided that such U.S. Holder does not own directly or indirectly more than 25% of the issuer’s financialrights.Taxation of DividendsDividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a rate of 30%. Dividends paid by aFrench corporation in a non-cooperative State or territory, as defined in Article 238-0 A of the FTC, will generally be subject to French withholding tax at arate of 75%. However, eligible U.S. Holders entitled to Treaty benefits under the “Limitation on Benefits” provision contained in the Treaty who are U.S.residents, as defined pursuant to the provisions of the Treaty, will not be subject to this 30% or 75% withholding tax rate, but may be subject to thewithholding tax at a reduced rate (as described below). Under the Treaty, the rate of French withholding tax on dividends paid to an eligible U.S. Holder who is a U.S. resident as defined pursuant to the provisionsof the Treaty and whose ownership of the ordinary shares or ADSs is not effectively connected with a permanent establishment or fixed base that such U.S.Holder has in France, is generally reduced to 15%, or to 5% if such U.S. Holder is a corporation and owns directly or indirectly at least 10% of the sharecapital of the issuer; such U.S. Holder may claim a refund from the French tax authorities of the amount withheld in excess of the Treaty rates of 15% or 5%, ifany.59Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For U.S. Holders that are not individuals but are U.S. residents, as defined pursuant to the provisions of the Treaty, the requirements for eligibility for Treatybenefits, including the reduced 5% or 15% withholding tax rates contained in the “Limitation on Benefits” provision of the Treaty, are complicated, andcertain technical changes were made to these requirements by the protocol of January 13, 2009. U.S. Holders are advised to consult their own tax advisersregarding their eligibility for Treaty benefits in light of their own particular circumstances.Dividends paid to an eligible U.S. Holder may immediately be subject to the reduced rates of 5% or 15% provided that such holder establishes before the dateof payment that it is a U.S. resident under the Treaty by completing and providing the depositary with a treaty form (Form 5000). Dividends paid to a U.S.Holder that has not filed the Form 5000 before the dividend payment date will be subject to French withholding tax at the rate of 30%, or 75% if paid in anon-cooperative State or territory (as defined in Article 238-0 A of the FTC), and then reduced at a later date to 5% or 15%, provided that such holder dulycompletes and provides the French tax authorities with the treaty forms Form 5000 and Form 5001 before December 31 of the second calendar year followingthe year during which the dividend is paid. Certain qualifying pension funds and certain other tax-exempt entities are subject to the same general filingrequirements as other U.S. Holders except that they may have to supply additional documentation evidencing their entitlement to these benefits.Form 5000 and Form 5001, together with instructions, will be provided by the depositary to all U.S. Holders registered with the depositary. The depositarywill arrange for the filing with the French Tax authorities of all such forms properly completed and executed by U.S. Holders of ordinary shares or ADSs andreturned to the depositary in sufficient time so that they may be filed with the French tax authorities before the distribution in order to obtain immediately areduced withholding tax rate.The withholding tax refund, if any, ordinarily occurs within 12 months from filing the applicable French Treasury Form, but not before January 15 of the yearfollowing the calendar year in which the related dividend was paid.Tax on Sale or Other DispositionIn general, under the Treaty, a U.S. Holder who is a U.S. resident for purposes of the Treaty will not be subject to French tax on any capital gain from theredemption (other than redemption proceeds characterized as dividends under French domestic tax law or administrative guidelines), sale or exchange ofordinary shares or ADSs unless the ordinary shares or the ADSs form part of the business property of a permanent establishment or fixed base that the U.S.Holder has in France. Special rules apply to U.S. Holders who are residents of more than one country.Recent Sales of Unregistered Securities; Use of Proceeds From Registered SecuritiesThere were no unregistered sales of equity securities during 2015.On October 29, 2013, our registration statement on Form F-1 (File No. 333-191223) was declared effective for our initial public offering. The offeringproceeds before expenses incurred were approximately $268.7 million. As of December 31, 2015, all of the offering proceeds had been used. There has beenno material change in the planned use of proceeds from our initial public offering from that described in our prospectus filed with the SEC on October 30,2013.Issuer Purchases of Equity SecuritiesNone.60Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Item 6. Selected Financial DataOur audited consolidated financial statements have been prepared in accordance with U.S. GAAP. We derived the selected consolidated statements of incomedata for the years ended December 31, 2013, 2014 and 2015 and selected consolidated statements of financial position data as of December 31, 2014 and2015 from our audited consolidated financial statements included in Part IV, Item 15 “Exhibits and Financial Statements” of this Form 10-K. The selectedconsolidated statements of income data for the years ended December 31, 2011 and 2012 and the selected consolidated financial position data as ofDecember 31, 2011, 2012 and 2013 have been derived from our consolidated financial statements and notes thereto which are not included in this Form 10-K. This data should be read together with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as wellas our audited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K. Our historical results are not necessarily indicativeof the results to be expected in the future.Consolidated Statements of Income Data: Year Ended December 31, 2011 2012 2013 2014 2015 (in thousands, except share and per share data)Revenue$199,642 $349,209 $589,418 $988,249 $1,323,169 Cost of revenue (1): Traffic acquisition costs(109,943) (202,581) (351,759) (585,492) (789,152)Other cost of revenue(7,914) (16,265) (29,150) (47,948) (62,201)Gross profit81,785 130,363 208,509 354,809 471,816 Operating expenses Research and development expenses (1)(12,217) (18,351) (42,716) (60,075) (86,807)Sales and operations expenses (1)(42,874) (74,563) (109,953) (176,927) (229,530)General and administrative expenses (1)(12,927) (25,959) (41,681) (64,723) (79,145)Total operating expenses(68,018) (118,873) (194,350) (301,725) (395,482)Income from operations13,767 11,490 14,159 53,084 76,334Financial income (expense)874 (2,002) (9,117) 11,390 (4,541)Income before taxes14,641 9,488 5,042 64,474 71,793Provision for income taxes(6,110) (8,422) (3,203) (17,578) (9,517)Net income$8,531 $1,066 $1,839 $46,896 $62,276Net income available to shareholders of Criteo S.A (2)$8,531 $1,260 $1,404 $45,556 59,553Net income available to shareholders per share: Basic$0.19 $0.03 $0.03 $0.77 $0.96Diluted$0.18 $0.03 $0.03 $0.72 $0.91Weighted average shares outstanding used in computing per share amounts: Basic43,793,904 45,143,188 48,692,148 58,928,563 61,835,499Diluted47,521,964 48,586,666 53,748,108 63,493,260 65,096,486(1) Cost of revenue and operating expenses include share-based compensation expense, service costs (pension), depreciation and amortization expense, and acquisition-related deferredprice consideration as follows:61Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Year Ended December 31, 2011 2012 2013 2014 2015 (in thousands)Shared-based compensation expense Research and development expenses$252 $551 $2,721 $3,682 $6,520Sales and operations expenses1,251 2,313 3,719 12,291 11,678General and administrative expenses438 1,705 2,690 3,628 5,791Total Shared-based compensation expense1,941 4,569 9,130 19,601 23,989Service costs (pension) Research and development expenses— — 145 167 163Sales and operations expenses— — 139 187 153General and administrative expenses85 141 100 150 125Total service costs (pension) (a)85 141 384 504 441Depreciation and amortization Cost of revenue2,795 4,686 10,417 21,455 29,866Research and development expenses (b)71 213 1,215 4,949 7,995Sales and operations expenses316 1,088 2,379 3,664 5,178General and administrative expenses332 138 752 1,145 1,526Total depreciation and amortization expense3,514 6,125 14,763 31,213 44,564Acquisition-related deferred price consideration Research and development expense— — 3,137 950 324Sales and operations expenses— — — — —General and administrative expenses— — — — (2,218)Total acquisition-related deferred priceconsiderations$— $— $3,137 $950 $(1,894)(a) Effective January 1, 2012, actuarial gains and losses are recognized in other comprehensive income. Priors periods have not been modified as the effect of the change inaccounting policy is immaterial.(b) Includes acquisition-related amortization of intangible assets of $0.5m, $3.9m and $6.3m as of December 31, 2013, 2014 and 2015 respectively.(2) For the years ended December 31, 2012, 2013, 2014 and 2015, this excludes $(0.2m), $0.4m, $1.3m and $2.7m respectively, of net income (loss) attributable to non-controllinginterests in our Japanese subsidiary held by Yahoo! Japan.62Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Consolidated Statements of Financial Position Data: Year Ended December 31, 2011 2012 2013 2014 2015 (in thousands)Cash and cash equivalents$21,196 $57,078 $323,182 $351,827 $353,537Total assets82,775 180,926 539,380 686,510 841,719Trade receivables, net of allowances fordoubtful accounts43,246 80,067 120,868 192,595 261,581Total financial liabilities1,135 8,250 15,605 14,780 10,428Total liabilities49,383 101,183 173,819 270,155 362,696Total equity$33,389 $79,741 $365,561 $416,355 $479,023Other Financial and Operating Data: Year Ended December 31, 2011 2012 2013 2014 2015 (in thousands, except number of clients)Number of clients1,638 3,297 5,072 7,190 10,198Revenue ex-TAC (3)$89,699 $146,628 $237,659 $402,757 $534,017Adjusted net income (4)$10,472 $5,635 $84,854 $70,846 $89,835Adjusted EBITDA (5)$19,307 $22,326 $41,573 $105,352 $143,434(3) We define Revenue ex-TAC (Traffic Acquisition Costs) as our revenue excluding traffic acquisition costs, or TAC, generated over the applicable measurement period. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC in this Form 10-K because it is a key measure used by our management andboard of directors to evaluate operating performance and generate future operating plans. In particular, we believe that the elimination of TAC from revenue can provide a usefulmeasure for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC provides useful information to investors and others in understandingand evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC has limitations as an analytical tool, and youshould not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, includingcompanies in our industry which have similar business arrangements, may address the impact of TAC differently; and (b) other companies may report Revenue ex-TAC or similarlytitled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TACalongside our other U.S. GAAP financial results, including revenue . The following table presents a reconciliation of Revenue ex-TAC to revenue, the most directly comparable U.S.GAAP measure, for each of the periods indicated: Year Ended December 31, 2011 2012 2013 2014 2015 (in thousands)Revenue$199,642 $349,209 $589,418 $988,249 $1,323,169Adjustment: Traffic acquisition costs(109,943) (202,581) (351,759) (585,492) (789,152)Revenue ex-TAC$89,699 $146,628 $237,659 $402,757 $534,01763Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(4) We define Adjusted Net Income as our net income adjusted to eliminate the impact of share-based compensation expense, amortization of acquisition-related intangible assets,acquisition-related deferred price consideration and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP.We have included Adjusted Net Income in this Form 10-K because it is a key measure used by our management and board of directors to evaluate operating performance, generatefuture operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of share-based compensation expense,amortization of acquisition-related intangible assets, acquisition-related deferred price consideration and the tax impact of the foregoing adjustments in calculating Adjusted NetIncome can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted Net Income provides useful information toinvestors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income haslimitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of theselimitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition related costs; and (b) othercompanies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparativemeasure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP financial results, including net income. The followingtable presents a reconciliation of Adjusted Net Income to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated: Year Ended December 31, 2011 2012 2013 2014 2015 (in thousands)Net income$8,531 $1,066 $1,839 $46,896 $62,276Adjustment Shared-based compensation expense1,941 4,569 9,130 19,601 23,989Amortization of acquisition-related intangible assets— — 464 3,902 6,342Acquisition-related deferred price consideration— — 3,137 950 (1,894)Tax impact of the above adjustments— — (98) (503) (878)Adjusted net income$10,472 $5,635 $84,854 $70,846 $89,835(5) We define Adjusted EBITDA as our consolidated earnings before interest, taxes, depreciation and amortization, adjusted to eliminate the impact of share-based compensationexpense, service costs (pension) and acquisition-related deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We haveincluded Adjusted EBITDA in this Form 10-K because it is a key measure used by our management and board of directors to evaluate operating performance, generate futureoperating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of share-based compensation expense, service costs(pension) and acquisition-related deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner asour management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysisof our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciatedand amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capitalexpenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect thepotentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) othercompanies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure.Because of these and other limitations, you should consider Adjusted EBITDA alongside our other U.S. GAAP financial results, including net income . The following table presents areconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated: Year Ended December 31, 2011 2012 2013 2014 2015 (in thousands)Net income$8,531 $1,066 $1,839 $46,896 $62,276Adjustment Financial expense (income)(874) 2,002 9,117 (11,390) 4,541Provision for income taxes6,110 8,422 3,203 17,578 9,517Shared-based compensation expense1,941 4,569 9,130 19,601 23,989Service costs (pension) (a)85 141 384 504 441Depreciation and amortization expense3,514 6,125 14,763 31,213 44,564Acquisition-related deferred price consideration— — 3,137 950 (1,894)Total net adjustments10,776 21,259 39,734 58,456 81,158Adjusted EBITDA$19,307 $22,326 $41,573 $105,352 $143,434(a)Effective January 1, 2012, actuarial gains and losses are recognized in other comprehensive income. Prior periods have not been modified as the effect of the change inaccounting policy is immaterial.64Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financialstatements and related notes appearing elsewhere in this Form 10-K.OverviewWe are a global technology company specializing in digital performance marketing. We strive to deliver post-click sales to our advertiser clients at scale andaccording to the client’s targeted return on investment. We use our proprietary predictive software algorithms, coupled with large volumes of granularshopping intent data and deep insights gained from the analysis of expressed consumer intent and purchasing habits, to price and deliver in real time highlyrelevant and personalized digital performance advertisements to consumers. By measuring our value delivered on a post-click sales basis, we make the returnon investment transparent and easy to measure for our advertiser clients.We partner with our clients to capture activity on their digital properties, which we define as websites and/or mobile applications, and optimize ouradvertisement placement decisions based on that activity and other data. Demonstrating the depth and scale of our data, we collected data on $439 billion insales transactions1 on our clients' digital properties in the year ended December 31, 2015, whether or not a consumer saw or clicked on an advertisementdisplayed by Criteo. Based on this data and our other assets, we delivered targeted advertisements that generated approximately 5.2 billion clicks in the yearended December 31, 2015. Based on these clicks, our clients generated approximately $21 billion in post-click sales2 during this period. A post-click sale isdefined as a purchase made by a user from one of our clients’ digital properties within a certain period of time following the user clicking on an advertisementwe delivered for that client. This period of time varies by client, but is a maximum of 30 days. We believe post-click sales is a key performance indicator thatour clients use to measure the effectiveness of our solution in driving sales and the return on their marketing spend with us. As of December 31, 2015, we hadover 10,000 clients and in each of the last three years our average client retention rate was over 90%.As of December 31, 2015, we had over 10,000 clients and in each of the last three years our client retention rate was approximately 90%. We serve a widerange of clients and our revenue is not concentrated within any single client or group of clients. In 2013, 2014 and 2015, our largest client represented 5.1%,2.9% and 1.9% of our revenue, respectively, and in 2015, our largest 10 clients represented 12.7% of our revenue in the aggregate.We operate in 87 countries through a network of 27 international offices located in Europe, the Americas and the Asia-Pacific region. We were incorporatedin 2005, began selling our solution in France in 2007 and subsequently expanded our business into other countries in Western Europe. In 2009, we expandedour business into North America. As part of our geographic expansion goals, we initially entered the Asia-Pacific region in late 2010. Additionally, in August2012, we entered into a strategic relationship with Yahoo! Japan, a leading provider of advertising inventory in Japan, which provides us with privilegedaccess to their performance-based display inventory. As a result of our significant international operations, our revenue from outside of France, our homecountry, accounted for 91.2% of our revenue for year ended December 31, 2015.1We have changed the method to measure our clients’ sales transactions and aligned it with our method to measure post-click sales in 2015. Previously, we collected data on purchaseswith an average order value between €10 and €1,000 (or euro equivalent for transactions denominated in currencies other than the euro) made by visitors representing less than 50%of all monthly visitors to a client's digital properties. Now, we collect data on purchases made by visitors representing less than 30% of all visitors to a client's digital properties over thelast three months, where our client's cost of sales is between 0.5% and 40%. Using this new method, our clients’ sales transactions were $279 billion in 2014 and $439 billion in 2015.2We have changed our method to measure post-click sales and aligned it with our method to measure client sales. Previously, we collected data on purchases with average order valuebetween €10 and €1,000 (or euro equivalent for transactions denominated in currencies other than the euro) made by visitors representing less than 30% of all visitors to a client'sdigital properties in the last 12 months. Now, we collect data on purchases made by visitors representing less than 30% of all visitors to a client's digital properties over the last threemonths, where our client’s cost of sales is between 0.5% and 40% . Using this new methodology, our clients’ post-click sales were $15.3 billion in 2014 and $20.9 billion in 201565Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The Company's foreign currency risk exposure to the Sterling Pound, the Japanese Yen, the Brazilian Real, the U.S dollar against the euro (the euro stillremains the Group functional currency) is described in Note 3 to our audited consolidated financial statements included elsewhere in this Form 10-K.Our financial results include:•revenue increased from $589.4 million for 2013 to $988.2 million for 2014 and $1,323.2 million for 2015;•revenue excluding traffic acquisition costs, which we refer to as revenue ex-TAC, which is a non-U.S. GAAP financial measure, increased from$237.7 million for 2013 to $402.8 million for 2014 and $534.0 million for 2015;•net income was $1.8 million for 2013, $46.9 million for 2014 and $62.3 million for 2015; and•Adjusted EBITDA, which is a non-U.S. GAAP financial measure, increased from $41.6 million for 2013 to $105.4 million for 2014 and $143.4million for 2015.Please see footnotes 3 and 5 to the Other Financial and Operating Data table in “Item 6—Selected Financial Data” of this Form 10-K for a reconciliation ofrevenue ex-TAC to revenue and Adjusted EBITDA to net income, the most directly comparable financial measures calculated and presented in accordancewith U.S. GAAP.We are focused on maximizing revenue ex-TAC. We believe this focus builds sustainable long-term value for our business and fortifies a number of ourcompetitive strengths, including a highly liquid marketplace for display advertising. As part of this focus, we seek to maximize our percentage of overallmarketing spend in the internet display advertising market over the long-term. In addition, this focus enriches liquidity for both advertisers and publishersresulting in more effective advertising for the advertiser, better monetization for the publisher and more relevant advertisements for the user. We believe ourresults of operations reflect this focus. AcquisitionsIn February 2015, we acquired DataPop, a Los Angeles-based company specializing in the optimization of shopping campaigns on large search engines. Withthe addition of DataPop, we intend to continue to broaden our channels enabling marketers to convert customers across a wider spectrum of marketingchannels and deliver multi-channel performance marketing across all devices and screens. Please refer to Note 2 to our audited consolidated financialstatements included elsewhere in this Form 10-K for further details.In April 2014, we completed the acquisition of AdQuantic, a bidding technology company headquartered in Paris. Through the acquisition of AdQuantic, weadded a team of seven experts in bidding technology, reinforcing our focus on research and development.In February 2014, we acquired Tedemis, a provider of real-time personalized e-mail marketing solutions that help advertisers turn web visitors into customers.With the addition of Tedemis, we extended our digital performance marketing solution to a new marketing channel.In July 2013, as part of our strategy to build upon our market and technology leadership, we acquired Ad-X, a mobile analytics and attribution technologycompany. Ad-X provides a solution for businesses to track and optimize mobile display advertising campaigns delivered to smartphones and tablets throughmobile advertising networks and other marketing solutions. The acquisition of Ad-X enabled us to leverage Ad-X’s complementary technology, personneland client relationships to accelerate our mobile strategy.66Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Transition to U.S. GAAP and Change in Reporting CurrencyAs of June 30, 2015, we no longer met the requirements to qualify as a foreign private issuer under the Exchange Act. As a result, we began reporting as adomestic registrant as of January 1, 2016 and we are now required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP,rather than IFRS, and to present our financial information in U.S. dollars instead of euros. The transition from consolidated financial statements under IFRS toU.S. GAAP has only impacted the presentation of our consolidated statement of financial Position (order of liquidity) and of our consolidated statement ofcash flows (effect of exchange rate changes on cash and cash equivalents). The functional currency of the Company still remains the euro, while our reportingcurrency has changed from the euro to the U.S dollar. Consequently, since we incur portions of our expenses and derive revenues in currencies other than theeuro, we are exposed to foreign currency exchange risk as our results of operations and cash flows are subject to fluctuations in foreign currency exchangerates. Foreign exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency differentthan the euro.The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at theclosing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income andstatements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments areincluded in equity under the caption “accumulated other comprehensive income” in the consolidated statements of changes in equity.A.Operating Results.Basis of PresentationThe key elements of our results of operations include:RevenueWe sell internet display advertisements featuring product-level recommendations either directly to clients or to advertising agencies, which we collectivelyrefer to as our clients, and generate revenue when a user clicks on a banner advertisement of one of our advertiser clients. Publishers are a source of inventoryfor us, and we account for the cost of such inventory, which is purchased on a cost per thousand impressions basis, in our cost of revenue. While accessingpublishers’ supply of inventory in sufficient quantity and quality is a critical requirement for us to successfully conduct our business, we do not generate anyrevenue directly from our relationship with publishers.We price our advertising campaigns on a CPC model based on the number of clicks generated by users on each advertising campaign. The actual number ofclicks generated by users is highly dependent on our ability to maximize click through rate, or CTR, by displaying customized individual banners toindividual users and purchasing in real time the most relevant impression for that particular individual user. For any given advertising campaign, the clienthas the ability to adjust its CPC above a determined floor price in real time, at any time during the life of the campaign, by product category and by userintent segment. This enables clients to adjust the estimated marketing spend attributable to the particular campaign. Essentially all of our revenue in each of2013, 2014 and 2015 was derived from advertising campaigns sold on a CPC basis.We sell performance-based campaigns to clients generally through insertion orders that are cancellable upon short notice and without penalty. We generallybill our clients on a monthly basis for each campaign run during the prior month. The monthly fee is based on the campaign’s various real-time CPCs for thatmonth multiplied by the number of clicks generated by users for that month for such CPCs.67Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As we further expand our geographic footprint, develop new clients and grow our business with existing clients, and expand our business into new marketingchannels, we expect our revenue to continue to increase.Cost of RevenueOur cost of revenue primarily includes traffic acquisition costs and other cost of revenue.Traffic Acquisition Costs. Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis. We purchase impressionsdirectly from publishers or third-party intermediaries, such as advertising exchanges. We recognize cost of revenue on a publisher by publisher basis asincurred. Costs owed to publishers but not yet paid are recorded in our consolidated statements of financial position as accounts payable and accruedexpenses.We purchase inventory from our direct publishers generally through insertion orders consistent with industry standard terms and conditions for the purchaseof internet advertising inventory. Pursuant to such arrangements, we purchase impressions on a CPM-basis for users that Criteo recognizes on the publishers’network. Such arrangements are cancellable upon short notice and without penalty. As a general rule our agreements with publishers do not contain spendcommitments. We may only enter in commitments to purchase a defined volume of impressions if such commitments are specifically subject tocorresponding performance commitments from the publisher. We intend to expand our direct relationships with publishers to secure our access to qualifiedinventory including on native inventory on the web and in mobile applications. We may require our publishers to deliver higher volumes of impressions,with our commitment to buy being linked to specified performance commitments from the publisher. We may also require our publishers to first call us for theadvertising serving, thereby granting us privileged access to qualified digital display advertising inventory, and we may sign more exclusive deals withpublishers.In recent years, real-time automated buying platforms and bidding exchanges have gained significant traction in the internet display advertising market,resulting in a significant increase in the supply of inventory. As part of this expansion, we have integrated our solution with the leading advertisingexchanges and developed our own comprehensive inventory management platform, which we refer to as PuMP. We believe the combination of our extensivedirect publisher relationships and access to leading advertising exchanges enhances the breadth and depth of our accessible advertising inventory resultingin deep liquidity for us. We believe that this contributes to increasing the strength our solution with our clients.For a discussion of the trends we expect to experience in traffic acquisition costs, see the section titled “—Highlights and Trends—Revenue ex-TAC” in Item7.D—Trend Information” below.Other Cost of Revenue. Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and data purchasedfrom third parties that we leverage in our solution. We intend to continue to invest additional resources in the capacity of our hosting services infrastructure,and as we enter new markets, we may make additional investments in the acquisition of relevant third-party data.Operating ExpensesOperating expenses consist of research and development, sales and operations, and general and administrative expenses. Salaries, bonuses, share-basedcompensation, pension benefits and other personnel-related costs are the most significant components of each of these expense categories. We grew from 629employees at January 1, 2013 to 1,841 employees at December 31, 2015, and we expect to continue to hire a significant number of new employees in order tosupport our anticipated revenue growth.We include share-based compensation expense in connection with the grant of share options, warrants, and restricted share units in the applicable operatingexpense category based on the respective equity award recipient’s function.Research and Development Expense. Research and development expense consists primarily of personnel-related costs for our employees working in theengine, platform, product and infrastructure teams, including salaries, bonuses, share-based compensation and other personnel related costs. Our research anddevelopment function was supplemented in January 2013 to include a dedicated product organization following the appointment of our Chief ProductOfficer. Also included are non-personnel costs such as subcontracting, consulting and professional fees to third-party development resources, allocatedoverhead and depreciation and amortization costs. These expenses are partially offset by the French research tax credit that is conditional upon the level ofour expenditures in research and development. For additional discussion of the French research tax credit, see the discussion below titled “—Provision forIncome Taxes.”68Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Our research and development efforts are focused on enhancing the performance of our solution and improving the efficiency of the services we deliver to ourclients and publisher partners. All development costs, principally headcount-related costs, are expensed as management determines that technologicalfeasibility is reached shortly before the release of products or features developed and as a result, the development costs incurred after the establishment oftechnological feasibility and before the release of those products or features are not material and accordingly, are expensed as incurred.The number of employees in research and development functions grew from 132 at January 1, 2013 to 399 at December 31, 2015. We expect research anddevelopment expenses to continue to increase in absolute dollars but remain fairly constant as a percentage of our revenue. We believe our continued focuson research and development to be critical to maintaining and improving our technology solution, our quality of service and our competitive position.Sales and Operations Expense. Sales and operations expense consists primarily of personnel-related costs for our employees working in sales, marketing,account strategy, business intelligence, technical solutions and creative teams, including salaries, bonuses, share-based compensation, and other personnel-related costs. Additional expenses in this category include travel and entertainment, marketing and promotional events, marketing activities, provisions fordoubtful accounts, subcontracting fees and allocated overhead.The number of employees in sales and operations functions grew from 401 at January 1, 2013 to 1,124 at December 31, 2015. In order to continue to grow ourbusiness, geographic footprint and brand awareness, we expect to continue investing our resources in sales and operations, in particular by increasing thenumber of sales and account strategy teams in our new geographic markets and in our midmarket hubs. As a result, we expect sales and operations expenses toincrease in absolute dollars as we invest to acquire new clients and retain existing clients, grow revenue from existing clients and hire additional salespersonnel, but will decrease as a percentage of revenue over time as we scale and increase the productivity of our sales and operations teams.General and Administrative Expense. General and administrative expense consists primarily of personnel costs, including salaries, bonuses, share-basedcompensation, pension benefits and other personnel-related costs for our administrative, legal, information technology, human resources, and financeemployees. Additional expenses included in this category are non-personnel costs, such as travel-related expenses, subcontracting and professional fees,audit fees, tax services and legal fees, as well as insurance and other corporate expenses, along with allocated overhead.The number of employees in general and administrative functions grew from 96 at January 1, 2013 to 318 at December 31, 2015. We expect our general andadministrative expense to increase as we continue to support our growth.69Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Financial Income (Expense)Financial income (expense) primarily consists of:• exchange differences arising on the balance of proceeds of our initial public offering completed in October 2013, received in U.S. dollars that havebeen hedged through put and collar instruments since 2013 and which we used and sold in 2015 . The translation of the U.S. dollar proceeds intoeuros (since the euro still remains the Company's functional currency) according to the closing foreign exchange rate generated an exchangedifference partially offset by the cost of the related hedging instruments. This net exchange difference in euro was then translated into U.S. dollars(the Company's reporting currency) according to the average euro / U.S. dollar exchange rate for the periods ended December 31, 2013 and 2014.• exchange differences arising on the settlement or translation into local currency of monetary balance sheet items labeled in euros (the euro stillremains the Company's functional currency). We are exposed to changes in exchange rates primarily in the United States, the United Kingdom, Japanand Brazil. The U.S. dollar, the British Pound, the Japanese Yen and the Brazilian Real are our most significant foreign currency exchange risks. Atend of December 2015, the main positions bearing a risk of foreign currency were centralized at parent company level and hedged. These exchangedifferences in euro are then translated into U.S. dollars (the Company's reporting currency) according to the average euro/U.S. dollar exchange rate .• interest received on our cash and cash equivalents and interest incurred on outstanding borrowings under our debt obligations.We will monitor foreign currency exposure and will look to mitigate exposures through normal business operations and hedging strategies.Provision for Income TaxesWe are subject to potential income taxes in France, the United States and numerous other jurisdictions. We recognize tax liabilities based on estimates ofwhether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review bytax authorities, notwithstanding our belief that our tax return positions are supportable.Our effective tax rates differ from the statutory rate applicable to us primarily due to valuation allowance on deferred tax assets, differences between domesticand foreign jurisdiction tax rates, RTC (Research Tax Credit) offsets, which are non-taxable items, potential tax audit provision settlements, share-basedcompensation expenses that are non-deductible in some juridictions under certain circumstances, and transfer pricing adjustments. We license access to ourtechnology to our subsidiaries and charge a royalty fee to these subsidiaries for such access. In France, we benefit from a reduced tax rate of 15% on a largeportion of this technology royalty income.In 2011, we underwent a tax inspection by the French tax authorities covering fiscal years 2008 and 2009. At the end of 2011, we received a tax assessmentnotice for which a provision has been recognized for $0.5 million. Pursuant to another tax inspection in 2013, no significant reassessment was received. Theprovision was maintained as of December 31, 2014, and has been released upon reception of the tax notification as of December 31, 2015.Critical Accounting Policies and Significant Judgments and EstimatesOur consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us tomake estimates, assumptions and judgments that affect the reported amounts of revenue, assets, liabilities, costs and expenses. We base our estimates andassumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptionson an ongoing basis. Our actual results may differ from these estimates. Our most critical accounting policies are summarized below. See note 1 to our auditedconsolidated financial statements beginning on page F-1 for a description of our other significant accounting policies.70Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Revenue RecognitionWe sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies, which wecollectively refer to as our clients, and generate revenue when a user clicks on the banner advertisement. We price our advertising campaigns on a CPC modelbased on the number of clicks generated by users on each advertising campaign.Revenue is recognized when the related services are delivered based on the specific terms of the contract, which are primarily based on specified CPCs andrelated campaign budgets. We recognize revenue when four basic criteria are met: (1) persuasive evidence exists of an arrangement with the client reflectingthe terms and conditions under which the services will be provided; (2) services have been provided or delivery has occurred; (3) the fee is fixed ordeterminable; and (4) collection is reasonably assured. Collectability is assessed based on a number of factors, including the creditworthiness of a client, thesize and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. Anexample of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery.We recognize revenue from the delivery of display advertisements in the period in which the display advertisements are delivered. Specifically, we recognizerevenue for display advertising delivery through our solution once the consumer clicks on the personalized banner displayed by us on the client’s website forCPC advertising campaigns. For CPC advertising campaigns, sales are valued at the fair value of the amount received. Rebates and discounts granted toclients, along with free or extended advertising campaigns, are recorded as a deduction from revenue. Essentially all of our revenue in each of 2013, 2014 and2015 was derived from advertising campaigns sold on a CPC basis.In the normal course of business, we act as an intermediary in executing transactions with third parties. The determination of whether revenue should bereported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in our transactions. In determining whether weact as the principal or an agent, we follow the accounting guidance for principal-agent considerations. The determination of whether we are acting as aprincipal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement. While none of the factorsindividually are considered presumptive or determinative, because we are the primary obligor and are responsible for (1) identifying and contracting withthird-party clients, (2) establishing the selling prices of the display advertisements sold, (3) performing all billing and collection activities, includingretaining credit risk, and (4) bearing sole responsibility for fulfillment of the advertising and the inventory risk, we act as the principal in these arrangementsand therefore report revenue earned and costs incurred related to these transactions on a gross basis.Trade Receivables, Net of Allowances for Doubtful AccountsWe carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determines whether toprovide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on a past history ofcollections, current credit conditions, the length of time the trade receivable is past due and a past history of write downs. A trade receivable is consideredpast due if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our major clients’creditworthiness could have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “Sales andOperations” in our consolidated statements of income. We generally do not require any security or collateral to support our trade receivables. The amount ofallowance for doubtful accounts charged to our consolidated statements of income for the years ended December 31, 2013, 2014 and 2015 was $1.0 million,$1.3 million and $2.7 million, respectively and represented 0.8%, 0.7% and 1.1% of our trade receivables, net of allowances, as of December 31, 2013, 2014,and 2015, respectively.71Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Deferred Tax AssetsDeferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using theliability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred taxassets if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be availableagainst which the unused tax losses and tax credits can be utilized. If future taxable profits are considerably different from those forecasted that supportrecording deferred tax assets, we will have to revise downwards or upwards the amount of the deferred tax assets, which would have a significant impact onour financial results. This determination requires many estimates and judgments by our management for which the ultimate tax determination may beuncertain.Amounts recognized in our consolidated financial statements are calculated at the level of each subsidiary within our consolidated financial statements. As atDecember 31, 2013, 2014 and 2015, the valuation allowance against deferred tax assets amounted to $18.6 million, $26.1 million and $24.0 million,respectively. It mainly related to Criteo Corp. ($13.7 million, $13.9 million and $12.4 million, respectively), Criteo do Brasil ($2.5 million, $2.6 million and$3.9 million, respectively), and Criteo Ltd ($7.7 million at the end of 2014 and $4.7 million at the end of 2015).Recognition and measurement of goodwill and intangible assetsThe acquisition method is used in accounting for business combinations. The consideration transferred to obtain control of a subsidiary is calculated as thesum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by Criteo S.A. or one of its subsidiaries, whichincludes the fair value of any asset or liability arising from a contingent consideration arrangement.Identifiable assets acquired and liabilities assumed are recognized in a business combination regardless of whether they have been previously recognized inthe acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition date fair values,based on estimates and key assumptions, which could significantly affect the fair value of acquired assets and liabilities assumed. Goodwill is stated afterseparate recognition of identifiable intangible assets.Intangible AssetsAcquired intangible assets are accounted for at acquisition cost less accumulated amortization and any impairment loss. Acquired intangible assets areamortized over their estimated useful lives of one to five years on a straight-line method. Intangible assets are reviewed for impairment whenever events orchanges in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial andeconomic environment indicate that the carrying amount of an asset may be impaired.Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value maynot be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annualimpairment test. In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regardingestimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may berequired to record impairment for these assets.The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book valueexceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. Theimpairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the impliedfair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. Theexcess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment losswould be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value.There has been no impairment of goodwill during the years ended December 31, 2015, 2014 and 2013, as the Company's reporting unit's fair value wassubstantially in excess of the carrying value based on the annual goodwill impairment test.72Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Internal-Use SoftwareCosts related to customized internal-use software that have reached the development stage are capitalized. Capitalization of such costs begins when thepreliminary project stage is complete and stops when the project is substantially complete and is ready for its intended purpose. In making this determination,several analyses for each phase were performed, including analysis of the feasibility, availability of resources, intention to use and future economic benefits.Amortization of these costs begins when capitalization stops and is calculated on a straight-line basis over the assets’ useful lives estimated at three to fiveyears. Our research and development efforts are focused on enhancing the performance of our solution and improving the efficiency of the services we deliverto our clients. All development costs, principally headcount-related costs, are expensed as management determines that technological feasibility is reachedshortly before the release of products or feature development and as a result, the development costs incurred after the establishment of technologicalfeasibility and before the release of those products or features are not material and accordingly are expensed as incurred.Share-Based CompensationWe account for share-based compensation in accordance with ASC 718 - Compensation - Stock Compensation. Under the fair value recognition provisions ofthis guidance, share-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, net of estimatedforfeitures, over the requisite service period, which is generally the vesting period of the respective award. Determining the fair value of share-based awards at the grant date requires judgment. The determination of the grant date fair value of restricted share units (or"RSU's") is based on the share price on the grant date. We use the Black-Scholes option-pricing model to determine the fair value of share options. Thedetermination of the grant date fair value of options using an option-pricing model is affected by our estimated ordinary share fair value as well asassumptions regarding a number of other complex and subjective variables.These variables include the fair value of our ordinary shares, the expected term of the options, our expected share price volatility, risk-free interest rates, andexpected dividends, which are estimated as follows:•Fair value of our ordinary shares. Prior to the completion of our initial public offering, we estimated the fair value of ordinary shares asdiscussed in “—Ordinary Share Valuations” below. Following our initial public offering, we established a policy of using the closing sales priceper ADS as quoted on the Nasdaq on the date of grant for purposes of determining the fair value of ordinary shares with a floor value of 95% ofthe average of the closing sales price per ADS for the 20 trading days preceding the grant.•Expected term. The expected term represents the period that our share-based awards are expected to be outstanding. As we do not have sufficienthistorical experience for determining the expected term of the ordinary share option awards granted, we have based our expected term on thesimplified method, which represents the average period from vesting to the expiration of the award.•Expected volatility. Prior to our initial public offering, as we did not have a trading history for our ordinary shares, the expected share pricevolatility for our ordinary shares was estimated by taking the average historic price volatility for industry peers based on daily price observationsover a period equivalent to the expected term of the ordinary share option grants. From the initial public offering, the expected share pricevolatility takes into account the Criteo closing share price from the initial public offering date to the grant date and closing share price ofindustry peers for the remaining expected term of the ordinary share option grant.•Risk-free rate. The risk-free interest rate is based on the yields of France Treasury securities with maturities similar to the expected term of theoptions for each option group.•Dividend yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future.Consequently, we used an expected dividend yield of zero.If any of the assumptions used in the Black-Scholes model changes significantly, share-based compensation for future awards may differ materially comparedwith the awards granted previously.73Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented: Year Ended December 31, 2013 2014 2015Volatility50.0% – 50.1% 41.5% – 44.5% 39.4% – 40.6%Risk-free interest rate1.80% – 2.40% 0.43% – 1.90% (0.06)% – 0.52%Expected life (in years)8 years 6 years 6 yearsDividend yield—% —% —%Ordinary Share ValuationsPrior to our initial public offering, the fair value of the ordinary shares underlying our share options was determined by our board of directors, which intendedall options granted to be exercisable at a price per share not less than the per share fair value of our ordinary shares underlying those options on the date ofgrant. The valuations of our ordinary shares were determined in accordance with the guidelines outlined in the American Institute of Certified PublicAccountants Practice Aid, Valuation of Privately-Held- Company Equity Securities Issued as Compensation. The assumptions we used in the valuationmodel were based on future expectations combined with management judgment. In the absence of a public trading market, our board of directors with inputfrom management exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our ordinary sharesas of the date of each option grant, including the following factors:•Contemporaneous third-party valuations performed at periodic intervals by a valuation firm conducted as of September 12, 2012, December 31,2012, March 31, 2013 and July 31, 2013;•the prices, rights, preferences and privileges of our preferred shares relative to the ordinary shares;•the purchases of preferred shares by venture capital firms;•our operating and financial performance and forecast;•current business conditions;•significant new client wins;•our stage of development;•the likelihood of achieving a liquidity event for the ordinary shares underlying these share options, such as an initial public offering or sale ofour company, given prevailing market conditions;•any adjustment necessary to recognize a lack of marketability for our ordinary shares;•the market performance of comparable publicly-traded technology companies; and•U.S. and global capital market conditions.Recent Accounting PronouncementsFor a discussion of recent accounting pronouncements applicable to us, see note 1 to our audited consolidated financial statements beginning on page F-1.74Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Results of Operations for the Years Ended December 31, 2013, 2014 and 2015Revenue Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands) Revenue as reported$589,418 $988,249 $1,323,169 67.7% 33.9%Conversion impact U.S dollar / other currencies 152,061 Revenue at constant currency (*) 988,249 1,475,230 49.3% Americas Revenue as reported163,302 303,436 505,653 85.8% 66.6%Conversion impact U.S dollar / other currencies 22,080 Revenue at constant currency (*) 303,436 527,733 73.9% EMEA Revenue as reported$315,705 485,986 541,105 53.9% 11.3%Conversion impact U.S dollar / other currencies 96,777 Revenue at constant currency (*) 485,986 637,882 31.3% Asia-Pacific Revenue as reported$110,411 198,827 276,411 80.1% 39.0%Conversion impact U.S dollar / other currencies 33,204 Revenue at constant currency (*) 198,827 309,615 55.7%(*) Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2014 average exchange rates for the relevant period to 2015figures.2015 Compared to 2014Revenue for 2015 increased $334.9 million, or 33.9% (or 49.3% on a constant currency basis), compared to 2014. Revenue from new clients contributed40.2% to the global year-over-year revenue growth while revenue from existing clients contributed 59.8% to the global year-over-year revenue growth. Thisincrease in revenue was primarily due to our technology improvements and our ability to engage seamlessly with end-customers across desktop and mobiledevices, which helped generate more revenue per client, in particular from our existing clients. Our continuing ability to convert a large portion of our clientsto uncapped budgets was also a key driver of the increase in revenue per client.The year-over-year increase was the result of our rapid growth across all geographies. Our revenue in the Americas region increased 66.6% (or 73.9% on aconstant currency basis) to $505.7 million for 2015 compared to 2014, as large clients continued to increase their spend with us and our midmarket segmentcontinued its triple-digit growth across the Americas. Our revenue in the EMEA region increased 11.3% (or 31.3% on a constant currency basis) to $541.1million for 2015 compared 2014, as we signed several large and midmarket clients in the region and continued to grow our revenue from existing clientsacross client segments and markets. Our revenue in the Asia-Pacific region increased 39.0% (or 55.7% on a constant currency basis) to $276.4 million for2015 compared to 2014 , as we continued to expand our business with existing clients, in particular in Japan, and saw very fast growth in South-East Asiathroughout the year.Additionally, our $1,323.2 million of revenue for 2015 was negatively impacted by $152.1 million of currency fluctuations, particularly as a result of thestrengthening of the U.S. dollar compared to the Japanese Yen, the Brazilian Real, and the Euro.Over 100% of this year-over-year growth in revenue on a constant revenue basis was attributable to an increased volume of clicks delivered on theadvertising banners displayed by us.75Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2014 Compared to 2013Revenue for 2014 increased $398.8 million, or 67.7% (or 70.3% on a constant currency basis), compared to 2013. Revenue from new clients contributed34.3% to the global year-over-year revenue growth while revenue from existing clients contributed 65.7% to the global year-over-year revenue growth. Thisincrease in revenue was due in part to our technology improvements and our ability to engage seamlessly with end-customers across desktop and mobilescreens, which helped generate more revenue per client, in particular from our existing clients. Our ability to convert a large portion of our clients touncapped budgets was also a key driver of the increase in revenue per client.The year-over-year increase was the result of our rapid growth across all geographies. Our revenue in the Americas region increased 85.8% to $303.4 millionfor 2014 compared to 2013, as our solution continued to gain significant traction among large clients in the United States and as mid-market clientscontinued to ramp-up. Our revenue in the EMEA region increased 53.9% to $486.0 million for 2014 compared 2013, primarily driven by increasedpenetration in our Western European core markets, including mid-market clients.Our revenue in the Asia-Pacific region increased 80.1% to $198.8 million for 2014 compared to 2013 which was largely driven by new clients in the region.Revenue from new clients contributed 27.4% to the year-over-year revenue growth. Revenue from existing clients contributed 72.6% to the year-over-yearrevenue growth. In the Asia-Pacific region, our business with existing clients benefited specifically from our technology improvements and our ability toengage seamlessly with end-customers across desktop and mobile screens.Additionally, our $988.2 million of revenue for 2014 was negatively impacted by $15.7 million of currency fluctuations, particularly as a result of thestrengthening of the U.S.dollar compared to the Japanese Yen, the Pound Sterling and the Brazilian Real.100% of this year-over-year growth in revenue was attributable to an increased volume of clicks delivered on the advertising banners displayed by us.Changes in 2014 revenue due to pricing were immaterial.76Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Cost of Revenue Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands, except percentages) Traffic acquisition costs$(351,759) $(585,492) (789,152) 66.4% 34.8%Other cost of revenue$(29,150) $(47,948) (62,201) 64.5% 29.7%% of revenue(64.6)% (64.1)% (64.3)% Gross profit %35.4 % 35.9 % 35.7 % 2015 Compared to 2014Cost of revenue for 2015 increased $217.9 million, or 34.4%, compared to 2014. This increase was primarily the result of a $203.7 million, or 34.8% (or50.2% on a constant currency basis), increase in traffic acquisition costs and a $14.3 million, or 29.7% (or 39.3% on a constant currency basis), increase inother cost of revenue.The increase in traffic acquisition costs related primarily to an increase of 28.1% in cost per impression (or CPM) as well as a 5.2% increase in the number ofimpressions we purchased, in particular from publishers with whom we have direct relationships, including PuMP, and to a lesser extent from the main real-time bidding exchanges. The year-over-year increase in average CPM was not only driven by price dynamics but was largely a function of the improvingquality of the inventory as well as the evolving formats of ad units available to us on an individual basis. The increase in other cost of revenue includes a$5.7 million increase in hosting costs, a $8.4 million increase in allocated depreciation and amortization expense and a $0.5 million increase in other cost ofsales, partially offset by a $0.3 million decrease in data acquisition costs.We consider revenue ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing the growth of our revenue ex-TAC on anabsolute basis over maximizing our near-term gross margin, as we believe this focus builds sustainable long-term value for our business by fortifying anumber of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of the CriteoEngine’s performance, allowing it to deliver more relevant advertisements at scale. As a part of this focus, we continue to invest in building relationships withdirect publishers and pursue access to leading advertising exchanges. Our performance-based business model provides it with significant control over ourlevel of revenue ex-TAC margin, which we seek to optimize in order to maximize revenue ex-TAC growth on an absolute basis in accordance with ourstrategic focus.2014 Compared to 2013Cost of revenue for 2014 increased $252.5 million, or 66.3%, compared to 2013. This increase was primarily the result of a $233.7 million, or 66.4% (or69.3% on a constant currency basis), increase in traffic acquisition costs and a $18.8 million, or 64.5% (or 66.2% on a constant currency basis), increase inother cost of revenue.The increase in traffic acquisition costs related primarily to the 32.5% increase in cost per impression (or CPM) as well as a 25.6% increase in the number ofimpressions we purchased, in particular from publishers with whom we have direct relationships, including PuMP, and to a lesser extent from the main real-time bidding exchanges. The increase in other cost of revenue includes a $8.6 million increase in hosting costs, a $11.0 million increase in allocateddepreciation and amortization expense and a $0.6 million increase in other cost of sales, partially offset by a $1.5 million decrease in data acquisition costs.77Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Research and Development Expense Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands, except percent of revenue) Research and development expenses$(42,716) $(60,075) $(86,807) 40.6% 44.5%% of revenue(7.2)% (6.1)% (6.6)% 2015 Compared to 2014Research and development expense for 2015 increased $26.7 million, or 44.5%, compared to 2014. This increase was primarily the result of a $18.2 millionincrease in salaries, bonuses, share-based compensation, and other personnel costs primarily due to increased headcount in this function, a $2.5 millionincrease in subcontracting and other headcount-related costs, a $1.3 million increase in allocated rent and facilities costs, a $3.0 million increase inamortization and depreciation of assets, a $0.4 million increase in consulting and professional fees and a $1.7 million decrease in the French Research TaxCredit partially offset by a $0.4 million decrease in other costs.2014 Compared to 2013Research and development expense for 2014 increased $17.4 million, or 40.6%, compared to 2013. This increase was primarily the result of a $12.0 millionincrease in salaries, bonuses, share-based compensation, and other personnel costs primarily due to increased headcount in this function, a $2.1 millionincrease in subcontracting and other headcount-related costs, a $1.3 million increase in allocated rent and facilities costs, a $3.7 million increase inamortization and depreciation of assets, a $0.4 million increase in consulting and professional fees and a $0.4 million increase in other costs, partially offsetby a $2.5 million increase of the French Research Tax Credit.Sales and Operations Expense Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands, except percent of revenue) Sales and operations expenses $(109,953) $(176,927) $(229,530) 60.9% 29.7%% of revenue (18.7)% (17.9)% (17.3)% 2015 Compared to 2014Sales and operations expense for 2015 increased $52.6 million, or 29.7%, compared to 2014. This increase was primarily a result of a $32.8 million increasein salaries, bonuses, share-based compensation, and other personnel-related costs primarily due to increased headcount in this function, a $1.2 millionincrease in subcontracting and other headcount-related costs, a $3.0 million increase in events, a $1.5 million increase in allocated depreciation andamortization expense, a $10.3 million increase in allocated rent and facilities costs,a $0.2 million increase in consulting and professional fees, a $1.3 millionincrease in provisions for doubtful receivables, and a $2.3 million increase in other expenses mainly related to other taxes.2014 Compared to 2013Sales and operations expense for 2014 increased $67.0 million, or 60.9%, compared to 2013. This increase was primarily a result of a $56.5 million increasein salaries, bonuses, share-based compensation, and other personnel-related costs primarily due to increased headcount in this function, a $0.6 millionincrease in subcontracting and other headcount-related costs, a $5.2 million increase in events, a $1.3 million increase in allocated depreciation andamortization expense, a $6.5 million increase in allocated rent and facilities costs, a $0.4 million increase in provisions for doubtful receivables, a$0.2 million increase in consulting and professional fees, partially offset by a $3.9 million decrease in other expenses mainly related to 2013 taxes in Brazilthat were not incurred again in 2014.78Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.General and Administrative Expense Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands, except percent of revenue) General and administrative expenses$(41,681) $(64,723) $(79,145) 55.3% 22.3%% of revenue(7.1)% (6.5)% (6.0)% 2015 Compared to 2014General and administrative expense for 2015 increased $14.4 million, or 22.3%, compared to 2014. This increase was primarily a result of a $10.4 millionincrease in salaries, bonuses, share-based compensation, pension benefits and other personnel-related costs primarily due to increased headcount in thisfunction, a $0.3 million increase in subcontracting and other headcount-related costs, a $1.3 million increase in allocated rent and facilities costs, a $0.4million increase in allocated depreciation and amortization expense, a $3.2 million increase in consulting and professional fees, a $0.3 million increase inoperating taxes and a $0.9 million increase in operating expenses including amortization of implementation fees & non-utilization fees on the revolvingcredit facility signed in 2015, partially offset by a $2.4 million decrease mainly related to the release of the accrual for the Tedemis earn out payment.2014 Compared to 2013General and administrative expense for 2014 increased $23.0 million, or 55.3%, compared to 2013. This increase was primarily a result of a $10.4 millionincrease in salaries, bonuses, share-based compensation, pension benefits and other personnel-related costs primarily due to increased headcount in thisfunction, a $6.7 million increase in subcontracting and other headcount-related costs, a $1.9 million increase in allocated rent and facilities costs, a$0.4 million increase in allocated depreciation and amortization expense and a $3.6 million increase in consulting and professional fees.Financial Income (Expense) Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands, except percent of revenue) Financial income (expense)$(9,117) $11,390 $(4,541) 224.9% (139.9)%% of revenue(1.5)% 1.2% (3.4)% 2015 Compared to 2014Financial income for 2015 decreased by $15.9 million, or 139.9% compared to 2014. The significant foreign exchange loss for the period endedDecember 31, 2015 was mainly a result of the weakening of the Brazilian Real which resulted in losses on intra-group positions denominated in thiscurrency, associated with a higher related cost of hedging and partially offset by the gain realized on the sale of the $70 million remaining from our initialpublic offering proceeds. At the end of December 2015, the main positions bearing a risk of foreign currency are centralized at the Parent company level andhedged using foreign currency swaps or forward purchases or sales of foreign currencies.2014 Compared to 2013Financial income for 2014 increased by $20.5 million, or 224.9% compared to 2013. The significant foreign exchange gain for the period endedDecember 31, 2014 was a result of the translation of $90 million of our initial public offering proceeds into euros at the foreign exchange closing rate (theeuro still remains the Company's functional currency), then translated into U.S. dollars (the Company's presentation currency) according to the average euro /U.S. dollar exchange rate generating a $11.8 million gain, partially offset by the cost of premiums on related hedging instruments.79Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Provision for Income Taxes Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands, except percent information) Provision for income taxes$(3,203) $(17,578) $(9,517) 448.8% (45.9)%% of revenue(0.5)% (1.8)% (0.7)% Effective tax rate63.5 % 27.3 % 13.3 % 2015 Compared to 2014The provision for income taxes for 2015 decreased by $8.1 million, or 45.9%, compared to 2014. The annual effective tax rate for 2015 was 13.3%, comparedto an annual effective tax rate of 27.3% for 2014. Generally, the annual effective tax rates differ from statutory rates primarily due to the impact of thedomestic tax deduction applicable to technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax losscarryforwards in certain of our foreign subsidiaries and share-based compensation expense.In 2015, our income before taxes increased by $7.3 million to $71.8 million, compared to 2014, generating a $24.7 million theoretical income tax expense ata nominal standard French tax rate of 34.43%. This theoretical tax expense is impacted primarily by the following items contributing to a $9.5 millioneffective tax expense and a 13.3% effective tax rate: $7.7 million of deferred tax assets on which we recognized a valuation allowance mainly related toCriteo Ltd, Criteo Singapore Pte. Ltd, Criteo do Brasil and Criteo Advertising (Beijing) Co. Ltd tax losses, $8.3 million in taxes related to our share-basedcompensation expense, for which no deferred taxes are recognized, $3.1 million related to the French business tax Cotisation sur la Valeur Ajoutée desEntreprises, or “CVAE”, offset by a $10.3 million tax deduction on share options exercised during the period by U.K. and U.S. residents, a $12.5 million taxdeduction resulting from technology royalty income we received from our subsidiaries and the recognition or reversal of valuation allowance on deferred taxassets for $12.3 million (including $10.8 million for Criteo Corp.). Please see note 21 to our audited consolidated financial statements for more detailedinformation on the provision for income taxes.Amounts recognized in our consolidated financial statements are calculated at the level of each subsidiary within our consolidated financial statements. As atDecember 31, 2015, the valuation allowance against deferred tax assets amounted to $24.0 million. It mainly related to Criteo Corp. ($12.4 million), Criteodo Brasil ($3.9 million) and Criteo Ltd ($4.7 million).2014 Compared to 2013The provision for income taxes for 2014 increased $14.4 million, or 448.8%, compared to 2013. The annual effective tax rate for 2014 was 27.3%, comparedto an annual effective tax rate of 63.5% for 2013. Generally, the annual effective tax rates differ from statutory rates primarily due to the impact of thedomestic tax deduction applicable to technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions and taxloss carryforwards in certain of our foreign subsidiaries and share-based compensation expense.In 2014, our income before taxes increased by $59.4 million to $64.5 million, compared to 2013, generating a $22.2 million theoretical income tax expenseat a nominal standard French tax rate of 34.43%. This theoretical tax expense is impacted primarily by the following items contributing to a $17.6 millioneffective tax expense and a 27.3% effective tax rate: $3.5 million of non-recognition of income tax assets related to Criteo Ltd, Criteo Singapore Pte. Ltd,Criteo do Brasil and Criteo Advertising (Beijing) Co. Ltd tax losses, $6.8 million in taxes related to our share-based compensation expense, for which nodeferred taxes are recognized, the “CVAE”, a French business tax, for $2.5 million and other permanent differences for $2.2 million offset by a $10.2 milliontax deduction on share options exercised during the period by U.K. and U.S. residents and a $9.0 million tax deduction resulting from technology royaltyincome we received from our subsidiaries. Please see note 21 to our audited consolidated financial statements for more detailed information on the provisionfor income taxes.Amounts recognized in our consolidated financial statements are calculated at the level of each subsidiary within our consolidated financial statements. As atDecember 31, 2014, the valuation allowance against deferred tax assets amounted to $26.1 million. It mainly related to Criteo Corp. ($13.9 million), Criteodo Brasil ($2.6 million) and Criteo Ltd ($7.7 million).80Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Net Income Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands, except percent of revenue) Net income$1,839 $46,896 62,276 2,450.1% 32.8%% of revenue0.3% 4.7% 4.7% 2015 Compared to 2014Net income for 2015 increased $15.4 million, or 32.8% compared to 2014. This increase was the result of the factors discussed above, in particular, a $23.3million increase in income from operations and a $8.1 million decrease in provision for income taxes, partially offset by a $15.9 million decrease in financialincome (expense) compared to 2014.2014 Compared to 2013Net income for 2014 increased $45.1 million, or 2,450.1%% compared to 2013. This increase was the result of the factors discussed above, in particular, a$38.9 million increase in income from operations as well as a $20.5 million increase in financial income (expense) compared to 2013, partially offset by a$14.4 million increase in provision for income taxes compared to 2013.Revenue, Traffic Acquisition Costs and Revenue ex-TAC by RegionThe following table sets forth our revenue, traffic acquisition costs and revenue ex-TAC by geographic region, including the Americas (North and SouthAmerica), Europe, Middle East and Africa, or EMEA, and Asia-Pacific: Year Ended December 31, Region 2013 2014 2015 (in thousands)RevenueAmericas $163,302 $303,436 $505,653 EMEA 315,705 485,986 541,105 Asia-Pacific 110,411 198,827 276,411 Total $589,418 $988,249 $1,323,169Traffic acquisition costAmericas $(99,977) $(184,245) $(308,427) EMEA (186,417) (280,242) (313,928) Asia-Pacific (65,365) (121,005) (166,797) Total $(351,759) $(585,492) $(789,152)Revenue ex-TAC (1)Americas $63,324 $119,191 $197,226 EMEA 129,289 205,744 227,177 Asia-Pacific 45,046 77,822 109,614 Total $237,659 $402,757 $534,017(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic AcquisitionCosts and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs andRevenue ex-TAC by Region in this Form 10-K because they are key measures used by our management and board of directors to evaluate operating performance and generate futureoperating plans. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-periodcomparisons of our core business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provides useful informationto investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC andRevenue, Traffic Acquisition Costs and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis ofour financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements,may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but definethe regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculatethem differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, TrafficAcquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of revenue ex-TACby region to revenue by region. Please also refer to footnote 3 to the Other Financial and Operating Data table in “Item 6—Selected Financial Data” of this Form 10-K for areconciliation of revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.81Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Constant Currency ReconciliationInformation in this Form 10-K with respect to results presented on a constant currency basis was calculated by translating current period results at prior periodaverage exchange rates. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe thisbetter represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on aconstant currency basis: Year Ended December 31, % change 2013 2014 2015 2013 vs 2014 2014 vs 2015 (in thousands) Revenue as reported$589,418 $988,249 1,323,169 67.7% 33.9%Conversion impact U.S. Dollar/othercurrencies— 15,666 152,061 Revenue at constant currency$589,418 $1,003,915 $1,475,230 70.3% 49.3% Traffic acquisition costs as reported$(351,759) $(585,492) (789,152) 66.4% 34.8%Conversion impact U.S. Dollar/othercurrencies— (10,064) (90,002) Traffic acquisition cost at constantcurrency$(351,759) $(595,556) $(879,154) 69.3% 50.2% Revenue ex-TAC as reported$237,659$402,757 $534,017 69.5% 32.6%Conversion impact U.S. Dollar/othercurrencies— 5,602 62,059 Revenue ex-TAC at constant currency$237,659 $408,359 $596,076 71.8% 48.0% Other cost of revenue as reported$(29,150) $(47,948) (62,201) 64.5% 29.7%Conversion impact U.S. Dollar/othercurrencies— (511) (4,589) Other cost of revenue at constantcurrency$(29,150) $(48,459) $(66,790) 66.2% 39.3%82Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Unaudited Quarterly Results of OperationsThe following tables set forth our unaudited consolidated statement of income data for the last eight quarters, as well as the percentage of revenue for eachline item shown. We derived this information from our unaudited interim consolidated financial information, which, in the opinion of management, includesall adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the information for the quarters presented. Thequarterly results of operations have been prepared by, and are the responsibility of, our management and have not been audited or reviewed by ourindependent registered public accounting firm. You should read this information together with our audited consolidated financial statements and relatednotes beginning on page F-1. Three Months Ended March 31,2014 June 30,2014 September30, 2014 December31, 2014 March 31,2015 June 30,2015 September30, 2015 December31, 2015 (in thousands)(unaudited)ConsolidatedStatements ofIncome Data: Revenue$208,881 $226,633 $258,245 $294,489 $294,172 $299,306 $332,674 $397,018 Cost ofrevenue (1) Trafficacquisitioncosts(122,967) (134,751) (155,237) (172,538) (175,888) (177,239) (198,970) (237,056) Other cost ofrevenue(10,197) (11,382) (12,406) (13,962) (12,969) (14,243) (17,206) (17,782) Gross profit75,717 80,500 90,602 107,989 105,315 107,824 116,498 142,180 Operatingexpenses (1): Research anddevelopmentexpenses(13,734) (14,846) (16,248) (15,247) (17,846) (19,853) (22,442) (26,665) Sales andoperationsexpenses(37,282) (43,576) (46,068) (50,002) (53,083) (59,727) (56,310) (60,410) General andadministrativeexpenses(16,181) (15,195) (16,144) (17,202) (17,546) (20,404) (19,915) (21,280) Totaloperatingexpenses(67,197) (73,617) (78,460) (82,451) (88,475) (99,984) (98,667) (108,355) Income fromoperations8,520 6,883 12,142 25,538 16,840 7,840 17,831 33,825 Financialincome(expense)1,103 1,312 7,502 1,473 3,920 (2,546) (6,650) 735 Income beforetaxes9,623 8,195 19,644 27,011 20,760 5,294 11,181 34,560 Provision forincome taxes(4,390) (4,865) (4,205) (4,118) (7,143) (1,365) (5,388) 4,378 Net income$5,233 $3,330 $15,439 $22,893 $13,617 $3,929 $5,793 $38,938 Net incomeavailable toshareholdersof Criteo S.A4,780 3,061 15,318 22,396 12,982 3,540 5,096 37,936Other FinancialData: Revenue ex-TAC (2)$85,914 $91,882 $103,008 $121,951 $118,284 $122,067 $133,704 $159,962AdjustedEBITDA (3)$19,863 $18,161 $26,405 $40,920 $31,806 $23,668 $34,487 $53,47783Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(1) Cost of revenue and operating expenses include share-based compensation expense, service costs (pension), depreciation and amortization expense and acquisition relateddeferred price consideration as follows: Three Months Ended March 31,2014 June 30,2014 September30, 2014 December31, 2014 March 31,2015 June 30,2015 September30, 2015 December31, 2015 (in thousands)Shared-basedcompensationexpense Research anddevelopmentexpenses$829 $668 $1,315 $870 $1,478 $1,162 $1,714 $2,167Sales andoperationsexpenses2,561 2,812 3,365 3,553 3,454 2,903 1,715 3,606General andadministrativeexpenses1,068 (233) 1,074 1,719 1,385 1,260 1,171 1,975Total shared-basedcompensationexpense$4,458 $3,247 $5,754 $6,142 $6,317 $5,325 $4,600 $7,748 Service costs(pension) Research anddevelopmentexpenses$68 $18 $42 $38 $42 $40 $41 $40Sales andoperationsexpenses36 56 50 45 39 39 37 38General andadministrativeexpenses45 26 33 46 31 31 32 31Total servicecost (pension)$149 $100 $125 $129 $112 $110 $110 $109 Depreciationandamortizationexpense Cost ofrevenue$4,532 $4,954 $5,638 $6,331 $5,971 $6,813 $8,503 $8,579Research anddevelopmentexpenses564 1,717 1,406 1,262 1,144 1,977 1,690 3,183Sales andoperationsexpenses821 834 929 1,080 992 1,112 1,330 1,744General andadministrativeexpenses256 278 283 328 321 376 369 461Totaldepreciationandamortizationexpense$6,173 $7,783 $8,256 $9,001 $8,428 $10,278 $11,892 $13,967 Acquisition-relateddeferredpriceconsideration Research anddevelopmentexpenses$563 $148 $128 $110 $109 $115 $54 $46Sales andoperationsexpenses— — — — — — — —General andadministrativeexpenses— — — — — — — (2,218)Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Totalacquisition-relateddeferred priceconsideration$563 $148 $128 $110 $109 $115 $54 $(2,172)84Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) We define revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC is not a measure calculated inaccordance with U.S. GAAP. Please see footnote 3 to the Other Financial and Operating Data table in “Item 6—Selected Financial Data” of this Form 10-K for more information.Below is a reconciliation of revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Three Months Ended March 31,2014 June 30,2014 September30, 2014 December31, 2014 March 31,2015 June 30,2015 September30, 2015 December31, 2015 (in thousands)Reconciliationof Revenueex-TAC toRevenue: Revenue$208,881 $226,633 $258,245 $294,489 $294,172 $299,306 $332,674 $397,018 Adjustment: Trafficacquisitioncosts(122,967) (134,751) (155,237) (172,538) (175,888) (177,239) (198,970) (237,056) Revenueex-TAC$85,914 $91,882 $103,008 $121,951 $118,284 $122,067 $133,704 $159,962(3) We define Adjusted EBITDA as our consolidated earnings before interest, taxes, depreciation and amortization, adjusted to eliminate the impact of share-based compensationexpense, service costs (pension) and acquisition-related deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please seefootnote 5 to the Other Financial and Operating Data table in “Item 6– Selected Financial Data” of this Form 10-K for more information. Below is a reconciliation of AdjustedEBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Three Months Ended March31, 2014 June 30,2014 September30, 2014 December31, 2014 March 31,2015 June 30,2015 September30, 2015 December31, 2015 (in thousands)Reconciliationof AdjustedEBITDA to NetIncome: Net Income$5,233 $3,330 $15,439 $22,893 $13,617 $3,929 $5,793 $38,938 Adjustments: Financial(income)expense(1,103) (1,312) (7,502) (1,473) (3,920) 2,546 6,650 (735) Provision forincome taxes4,390 4,865 4,205 4,118 7,143 1,365 5,388 (4,378) Shared-basedcompensationexpense4,458 3,247 5,754 6,142 6,317 5,325 4,600 7,748 Service costs(pension)149 100 125 129 112 110 110 109 Depreciationandamortizationexpense6,173 7,783 8,256 9,001 8,428 10,278 11,892 13,967 Acquisition-relateddeferredpriceconsideration563 148 128 110 109 115 54 (2,172) Total netadjustments14,630 14,831 10,966 18,027 18,189 19,739 28,694 14,539 AdjustedEBITDA$19,863 $18,161 $26,405 $40,920 $31,806 $23,668 $34,487 $53,47785Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Three Months Ended March 31,2014 June 30,2014 September30, 2014 December31, 2014 March 31,2015 June 30,2015 September30, 2015 December31, 2015 (as a percentage of revenue)Statements ofOperationsData: Revenue100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0% Cost ofrevenue Trafficacquisitioncosts(58.9) (59.5) (60.1) (58.6) (59.8) (59.2) (59.8) (59.7) Other cost ofrevenue(4.9) (5.0) (4.8) (4.7) (4.4) (4.8) (5.2) (4.5) Gross profit36.2 35.5 35.1 36.7 35.8 36.0 35.0 35.8 Operatingexpenses: Research anddevelopmentexpenses(6.6) (6.6) (6.3) (5.2) (6.1) (6.6) (6.7) (6.7) Sales andoperationsexpenses(17.8) (19.2) (17.8) (17.0) (18.0) (20.0) (16.9) (15.2) General andadministrativeexpenses(7.7) (6.7) (6.3) (5.8) (6.0) (6.8) (6.0) (5.4) Totaloperatingexpenses(32.2) (32.5) (30.4) (28.0) (30.1) (33.3) (29.6) (27.3) Income fromoperations4.1 3.0 4.7 8.7 5.7 2.6 5.5 8.5 Financialincome(expense)0.5 0.6 2.9 0.5 1.3 (0.9) (2.0) 0.2 Income beforetaxes4.6 3.6 7.6 9.2 7.1 1.8 3.5 8.7 Provision forincome taxes(2.1) (2.1) (1.6) (1.4) (2.4) (0.5) (1.6) 1.1 Net income2.5 % 1.5 % 6.0 % 7.8 % 4.6 % 1.3 % 1.7 % 9.8% Net incomeavailable toshareholdersof Criteo S.A2.3 % 1.4 % 5.9 % 7.6 % 4.4 % 1.2 % 1.5 % 9.6% Other FinancialData: Revenue ex-TAC41.1 % 40.5 % 39.9 % 41.4 %40.2 %40.8 %40.2 %40.3%AdjustedEBITDA9.5 % 8.0 % 10.2 % 13.9 %10.8 %7.9 %10.4 %13.5%86Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.B.Liquidity and Capital Resources.Working CapitalThe following table summarizes our cash, cash equivalents and short-term investments, accounts receivable and working capital for the periods indicated: Year Ended December 31, 2014 2015 Cash flows provided by operating activities$116,281 $137,150Trade receivables, net of allowances$192,595 $261,581Working capital (current assets less current liabilities)$310,922 $305,574Our cash and cash equivalents at December 31, 2015 were held for working capital and general corporate purposes, which could include acquisitions. Theincrease in cash and cash equivalents compared with December 31, 2014, primarily resulting from $137.1 in cash from operating activites and $7.8 millionpositive cash flow from financing activities over the period, which was partially offset by the $101.6 million used for investing activities, including the cashconsideration paid for the acquisition of DataPop, $74.5 million in capital expenditures and a $6.6 million outflow relating to changes in other non-currentfinancial assets. In addition, the increase in cash was also offset by a $41.6 million negative impact of changes in foreign exchange rates on our cash positionover the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediaterequirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are investedprimarily in demand deposit accounts and money market funds that are currently providing only a minimal return.Sources of LiquidityOur principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Since our inception, we raised a total of $51.1million aggregate net proceeds from the sale of preferred shares through four private placements. In November 2013, we received aggregate net proceedsbefore expenses of $269.0 million from our initial public offering. In March 2014, we received aggregate net proceeds before expenses of $22.6 millionresulting from our secondary equity offering. We also benefited to a much lesser extent from the proceeds of the exercise of share options and warrants andexpect to continue to do so in the future, as such securities are exercised by holders.87Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.We are party to several loan agreements and revolving credit facilities, or RCF, with third-party financial institutions. Our loans and RCF agreements as ofDecember 31, 2015 are presented in the table below: Nominal/Authorized amounts Amount drawn(RCF only) Nature(in thousands) (in thousands) Interest rate Settlement date Central loan agreements LCL Loan June 7, 2013€8,000 N/A Fixed: 2.30% June 7, 2016BPI Loan February 20, 2014€3,000 N/A Fixed: 2.09% May 31, 2021Central RCF Bpifrance Financement February 20, 2014€2,000 €50 Floating rate: EURIBOR3M + 0.7% February 28, 2017Bank Syndicate September 24, 2015€250,000 — Floating rate: EURIBOR /LIBOR + margin dependingon leverage ratio September 23, 2020China RCF HSBC RCF October 3, 2014RMB 40,000 RMB 25,000 Floating rate: + 10% N/AIn September 2015, Criteo entered into a five year revolving credit facility for financing general corporate purposes, including acquisitions, for a maximumamount of €250 million ($272.2 million), with a bank syndicate composed of Natixis (coordinator and documentation agent), Le Credit Lyonnais (LCL)(facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as book runners and mandatedlead arrangers). This multi-currency revolving credit facility bears interest rate at Euribor or the relevant Libor plus a variable margin (adjusted on the basis ofthe leverage ratio). As of December 31, 2015, no amounts had been drawn.We are party to one loan agreement with Le Credit Lyonnais, or LCL, to finance certain capital expenditures. The outstanding principal and interest of 2.3%per annum are payable in equal monthly installments and mature in June 2016. At December 31, 2015, there was €1.4 million ($1.5 million) outstanding onthe LCL loan.In February 2014, we entered into an agreement with Bpifrance Financement (French Public Investment Bank) to support our development. This is a fixedrate seven-year term loan for €3 million ($3.3 million) which will be amortized quarterly after a two-year grace period.In February 2014 we also entered into a three-year RCF with Bpifrance Financement (French Public Investment Bank). Upon origination, this agreementallowed for a maximum amount of €3 million ($3.3 million) in the first year, decreasing by €1 million ($1.1 million) in each subsequent year. As of December31, 2015, we are authorized to draw €2 million ($2.2 million). The interest rate is Euribor 3 months plus a 0.70% margin. A 0.30% commitment fee is due on aquarterly basis depending on the amount used. At December 31, 2015, €0.1 million ($0.1 million) had been drawn.88Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In October 2014, and as amended in May 2015, we entered into a revolving loan facility with HSBC to support the development of our Chinese subsidiaryfor a total amount RMB 40.0 million ($6.2 million). Interest is determined at a rate equal to the benchmark lending rate effective on the loan drawdown datepromulgated by the People’s Bank of China with a 10% mark up and payable when the loan matures. At December 31, 2015, RMB 25.0 million ($5.6million) have been drawn.All of these loans are unsecured and contain customary events of default but do not contain any affirmative,financial or negative covenants, with the exception of the RCF entered into in September 2015 revolving credit facility pursuant to which containscovenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December31, 2015, the level of leverage required is met.We are also party to short-term credit lines and overdraft facilities with HSBC plc and LCL. We are authorized to draw up to a maximum of $9.4 million($10.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2015, we had not drawn on any of thesefacilities. Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As thesefacilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.Operating and Capital Expenditure RequirementsIn 2014 and 2015, our actual capital expenditures were $46.9 million and $74.5 million, respectively, primarily related to the acquisition of data center andserver equipment as well as fit out of new offices. We expect our capital expenditures to grow from less than 6% of revenue for 2015 to approximately 5% ofrevenue for 2016, as we plan to continue to build and maintain additional data center equipment capacity in all regions and significantly increase ourredundancy capacity to strengthen our infrastructure.As part of our strategy to build upon our market and technology leadership, in February 2015, we acquired all of the outstanding shares of DataPop, a LosAngeles-based company specializing in the optimization of shopping campaigns on large search engines. The total consideration paid was $18.3 million forthe acquisition and $3.7 million as cash advances.We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments inpersonnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements. If our cash and cash equivalentsbalances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity,equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also need toraise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products. If we areunable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additionalfunds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could containcovenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders.89Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Historical Cash FlowsThe following table sets forth our cash flows for 2013, 2014 and 2015: Year Ended December 31, 2013 2014 2015 (in thousands) Cash flows provided by operating activities$32,797 $116,281 $137,150Cash used in investing activities(37,322) (75,281) (101,633)Cash from financing activities$261,164 $31,013 $7,811Operating ActivitiesCash provided by operating activities is primarily impacted by the increase in the number of clients using our solution and by the amount of cash we investin personnel and infrastructure to support the anticipated growth of our business. Cash provided by operating activities has typically been generated from netincome and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses,adjusted for non-cash and non-operating expense items such as depreciation, amortization and share-based compensation, deferred tax assets and incometaxes.In 2015, net cash provided by operating activities was $137.2 million and consisted of net income of $62.3 million, $78.4 million in adjustments for non-cash and non-operating items and $15.2 million of cash provided by working capital, partially offset by $18.8 million of income taxes paid during 2015.Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $47.1 million, share-based compensationexpense of $24.0 million and 25.2 million of accrued income taxes, partially offset by $15.7 million of changes in deferred tax assets and $2.1 million ofchange in non current assets. The $15.2 million increase in cash resulting from changes in working capital primarily consisted of a $100.0 million increase inaccounts payable and a $22.7 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables, driven primarily by anincrease in traffic acquisition costs, and an increase in accrued payroll and payroll related expenses resulting from an increase in the number of ouremployees. This was partially offset by an increase in accounts receivable resulting in a decrease in cash flow of $83.4 million primarily driven by increasedrevenue during the year as we continue to expand our operations. Prepaid expenses, VAT receivables, and other current assets also increased by $24.1million, primarily the result of an increase in our revenue and to a lesser extent, an increase in office rental advance payments.In 2014, net cash provided by operating activities was $116.3 million and consisted of net income of $46.9 million, $71.5 million in adjustments for non-cash and non-operating items and $4.7 million million of cash provided by working capital, partially offset by $6.8 million of income taxes paid during2014. Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $33.4 million, share-basedcompensation expense of $19.6 million and $22.9 million of accrued income taxes, partially offset by $5.3 million of changes in deferred tax assets. The $4.7million increase in cash resulting from changes in working capital primarily consisted of an increase in operating cash flow due to a $70.6 million increase inaccounts payable and a $25.7 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables, driven primarily by anincrease in traffic acquisition costs, and an increase in accrued payroll and payroll related expenses resulting from an increase in the number of ouremployees. This was partially offset by an increase in accounts receivable of $83.6 million, primarily driven by increased revenue during the year as wecontinue to expand our operations and an increase in the average days outstanding of our accounts receivable. Prepaid expenses, VAT receivables, and othercurrent assets also increased by $8.0 million, primarily the result of an increase in our revenue and to a lesser extent, an increase in office rental advancepayments.90Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In 2013, net cash provided by operating activities was $32.8 million and consisted of net income of $1.8 million, $28.6 million in adjustments for non-cashand non-operating items and $17.2 million of cash provided by working capital, partially offset by $14.9 million of income taxes paid during 2013.Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $16.2 million, share-based compensationexpense of $9.1 million and $8.1 million of accrued income taxes, partially offset by $4.9 million of changes in deferred tax assets. The $17.2 millionincrease in cash resulting from changes in working capital primarily consisted of an increase in operating cash flow due to a $44.8 million increase inaccounts payable and a $21.6 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables, driven primarily by anincrease in traffic acquisition costs, and an increase in accrued payroll and payroll related expenses resulting from an increase in the number of ouremployees. This was partially offset by an increase in accounts receivable of $41.7 million, primarily driven by increased revenue during the year as wecontinue to expand our operations and an increase in the average days outstanding of our accounts receivable. Prepaid expenses, VAT receivables, and othercurrent assets also increased by $7.4 million, primarily the result of an increase in our revenue and an increase in transaction costs to be recognized as adeduction from equity in the context of our initial public offering and to a lesser extent, an increase in office rental advance payments.Investing ActivitiesOur investing activities to date have consisted primarily of purchases of property and equipment and acquisitions.In 2015, net cash used in investing activities was $101.6 million and consisted of $74.5 million for purchases of property and equipment, $20.5 millionrelated to the DataPop acquisition and Tedemis earn-out and $6.6 million of bank deposits or lease deposits related to new premises.In 2014, net cash used in investing activities was $75.3 million and consisted of $46.9 million for purchases of property and equipment, $26.1 million relatedto the Tedemis and Adquantic acquisitions and $2.3 million composed of bank deposits or lease deposits related to new premises.In 2013, net cash used in investing activities was $37.3 million and consisted of $29.2 million for purchases of property and equipment, $7.2 million relatedto the Ad-X acquisition, a $0.9 million interest-bearing bank deposit that has been pledged in relation with a guaranty provided by the depositary bank withregard to the 2008 and 2009 tax reassessment and $0.2 million security deposit related to our new premises in Japan.Financing ActivitiesIn 2015, net cash provided by financing activities was $7.8 million resulting from $13.8 million from share option exercises, $4.0 million of new loans(China RCF), partially offset by $9.0 million for repayment of indebtedness and $1.0 million of changes in other financial liabilities.In 2014, net cash provided by financing activities was $31.0 million resulting from $20.2 million in net proceeds from our secondary equity offering inMarch 2014, $11.4 million from share option exercises, $5.6 million of new loans and $0.3 million of lease deposits, partially offset by $6.5 million forrepayment of indebtedness.In 2013, net cash provided by financing activities was $261.2 million and consisted primarily of $254.0 million of net proceeds from our initial publicoffering, $1.1 million from share option exercises, $10.6 million from borrowings under a new credit facility, partially offset by repayments of $4.6 millionunder our credit facilities. 91Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.C.Research and Development, Patents and Licenses, etc.We invest substantial resources in research and development to enhance our solution and technology infrastructure, develop new features, conduct qualityassurance testing and improve our core technology. Our engineering group is primarily located in research and development centers in Paris, France and PaloAlto, California. We expect to continue to expand the capabilities of our technology in the future and to invest significantly in continued research anddevelopment efforts. We had 399 employees primarily engaged in research and development at December 31, 2015. Research and development expensetotaled $42.7 million, $60.1 million and $86.8 million for 2013, 2014 and 2015, respectively.D.Trend Information.Key MetricsWe review three key metrics to help us monitor the performance of our business and to identify trends affecting our business. These key metrics includenumber of clients, revenue ex-TAC, and Adjusted EBITDA. We believe these metrics are useful to understanding the underlying trends in our business. Thefollowing table summarizes our key metrics for 2013, 2014 and 2015. Year Ended December 31, 2013 2014 2015 (in thousands, except number of clients) Number of clients5,072 7,190 10,198Revenue ex-TAC$237,659 $402,757 534,017Adjusted EBITDA$41,573 $105,352 143,434Number of ClientsWe define a client to be a unique party from whom we have received an insertion order and delivered an advertisement during the previous 12 months. Webelieve this criteria best identifies clients who are actively using our solution. We count specific brands or divisions within the same business as distinctclients so long as those entities have separately signed insertion orders with us. On the other hand, we count a client who runs campaigns in multiplegeographies as a single client, even though multiple insertion orders may be involved. When the insertion order is with an advertising agency, we generallyconsider the client on whose behalf the advertising campaign is conducted as the “client” for purposes of this calculation. In the event a client has itsadvertising spend with us managed by multiple agencies, that client is counted as a single client.We believe that our ability to increase the number of clients using our solution is an important indicator of our ability to grow revenue over time. While ourclient count has increased over time, this metric can also fluctuate from quarter to quarter due to the seasonal trends in advertising spend of advertisers andtiming and amount of revenue contribution from new clients. Therefore, there is not necessarily a direct correlation between a change in clients in a particularperiod and an increase or decrease in our revenue.92Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Revenue ex-TACWe consider revenue ex-TAC as a key measure of our business activity. Our traffic acquisition costs primarily consist of purchases of impressions frompublishers on a CPM basis.Our management views our revenue ex-TAC as a key measure to evaluate, plan and make decisions on our business activities and sales performance. Inparticular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our core business.Accordingly, we believe that Revenue ex-TAC provides useful information to investors and others in understanding and evaluating our results of operationsin the same manner as our management and board of directors. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. Please seefootnote 3 to the Other Financial and Operating Data table in “Item 6 – Selected Financial Data” of this Form 10-K for a discussion of the limitations ofrevenue ex-TAC and a reconciliation of revenue ex-TAC to revenue, the most comparable U.S. GAAP measure, for 2011, 2012, 2013, 2014 and 2015.Adjusted EBITDAAdjusted EBITDA represents our earnings before interest, taxes, depreciation and amortization, adjusted to eliminate the impact of share-based compensationexpense, service costs (pension) and acquisition-related deferred price consideration. Adjusted EBITDA is a key measure used by management to evaluateoperating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that theelimination of share-based compensation expense, service costs (pension) and acquisition-related deferred price consideration in calculating AdjustedEBITDA can provide a useful measure for period-to-period comparisons of our core business.Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operationsin the same manner as our management and board of directors. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please seefootnote 5 to the Other Financial and Operating Data table in “Item 6 – Selected Financial Data” of this Form 10-K for a discussion of the limitations ofAdjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP measure, for 2011, 2012, 2013, 2014 and 2015.Highlights and TrendsRevenueOur revenue for 2015 was $1,323.2 million, a 33.9% increase over 2014 (or 49.3% on a constant currency basis). The increase in revenue over this period wasdue to new client penetration and the expansion of our business with existing clients in all of our geographic regions, including, the Americas, EMEA, andAsia-Pacific. Specifically, this increase in revenue was primarily due to our continued expansion in the Americas and Asia-Pacific regions where our revenueincreased by 66.6 % (or 73.9% on a constant currency basis) and 39.0% (or 55.7% on a constant currency basis)respectively for 2015 over 2014.We believe the global scale of our operations has been a significant contributor to our historical growth. Additionally, we believe significant opportunitiesexist for us to continue to grow our business in our existing markets and to expand our business into new markets. Specifically, we believe that the Americasand Asia-Pacific regions offer the greatest geographic opportunity for our revenue growth, including both in new and existing markets, both with new andexisting clients and both with large and midmarket clients. As a result, we expect international expansion as well as midmarket penetration to continue to bestrong contributing factors to our revenue growth. However, as we further increase our penetration in new markets, we may not be able to maintain our currentgrowth rates.93Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Revenue ex-TACWe are focused on maximizing our revenue ex-TAC on an absolute basis. We believe this focus builds sustainable long-term value for our business byfortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of theCriteo Engine’s performance, allowing us to deliver more relevant advertisements at scale. As part of this focus we are continuing to invest in buildingrelationships with direct publishers, and increasing access to leading advertising exchanges, which includes purchasing advertising inventory that may havelower margins on an individual impression basis, but generates incremental revenue ex-TAC. We believe this strategy maximizes the growth of our revenueex-TAC on an absolute basis and strengthens our market position. We expect our traffic acquisition costs to continue to increase on an absolute basis as wecontinue to grow our revenue. Our traffic acquisition costs might also increase as a percentage of revenue as we continue to invest in building liquidity andlong-term value for our shareholders over optimizing near-term gross margins.Our revenue ex-TAC for 2015 was $534.0 million, a 32.6% increase over 2014 (or 48.0% on a constant currency basis). This increase reflects strong growthmomentum across all regions as we have expanded our presence in our core markets and have entered new markets. In particular, revenue ex-TAC increasedby 65.5 % (or 72.8% on a constant currency basis) in the Americas for 2015 compared to 2014 primarily driven by our rapid expansion in the United States,with both large and midmarket clients, and the continued growth of our business with existing clients. In the Asia-Pacific region, revenue ex-TAC increasedby 40.9% (or 57.2% on a constant currency basis) for 2015 compared to 2014 principally as a result of the continued expansion of our business in Japan andour strong growth in South-East Asia. In addition, revenue ex-TAC increased by 10.4% (or 30.2% on a constant currency basis) in EMEA for 2015 comparedto 2014, as we further penetrated our core Western European markets as well as Eastern Europe markets across client segments and continued to grow ourbusiness with existing clients. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. Please see footnote 3 to the Other Financial andOperating Data table in “Item 6 – Selected Financial Data” of this Form 10-K for a discussion of the limitations of revenue ex-TAC and a reconciliation ofrevenue ex-TAC to revenue, the most comparable U.S. GAAP measure.Adjusted EBITDAOur Adjusted EBITDA for 2015 was $143.3 million, a 36.1% increase over 2014. Our increase in Adjusted EBITDA for 2015 compared to 2014 was primarilythe result of the 32.6% growth in revenue ex-TAC over the period. This increase in Adjusted EBITDA was achieved despite the significant increase in ourinvestments made during 2015, especially in hosting costs, sales and operations expenses and general and administrative expenses, as we continued toexpand geographically and have continued scaling our corporate infrastructure to support future growth and our operation as a public company. In the short-term, we expect to continue to invest in our resources and, as a consequence of these increased investments, we anticipate moderate growth in AdjustedEBITDA. Over time, we expect our Adjusted EBITDA to increase as a percentage of our revenue ex-TAC, as we benefit from a larger scale and operatingleverage. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please see footnote 5 to the to the Other Financial and Operating Datatable in “Item 6– Selected Financial Data” of this Form 10-K for a discussion of the limitations of Adjusted EBITDA and a reconciliation of AdjustedEBITDA to net income, the most comparable U.S. GAAP measure.Number of ClientsSince our inception, we have significantly grown the number of clients with which we do business. Our base of clients increased to more than 10,000 atDecember 31, 2015, a 42% increase over December 31, 2014. This growth in the number of clients using our solution has been driven by a number of factors,including our global footprint expansion, our continued development of large clients in the retail, travel and classifieds industry verticals, our strongcommercial success with midmarket clients and our penetration into new industry verticals. We believe that our ability to increase the number of clientsusing our solution is a leading indicator of our ability to grow revenue over time. We expect to continue to focus our attention and investment on furthergrowing our client base across all regions and client segments. While we intend to grow our client base across all client segments, we expect midmarketcustomers to continue to increase their contribution in the mix of our total client base.94Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Client RetentionWe believe our ability to retain and grow revenue from our live clients is a useful indicator of the stability of our revenue base and the long-term value of ourclient relationships.Our technology solution is designed to enable clients to efficiently and effectively engage and convert consumers through highlytargeted and personalized internet display advertisements. We measure our client satisfaction through our ability to retain our clients and the revenue theygenerate quarter after quarter. We define client retention rate as the percentage of live clients during the previous quarter that continued to be live clientsduring the current quarter. This metric is calculated on a quarterly basis, and for annual periods, we use an average of the quarterly metrics. We define a liveclient as a client whose advertising campaign has or had been generating revenue ex-TAC for us on any day over the relevant measurement period. In each of2013, 2014 and 2015, our client retention rate was approximately 90%. We define our revenue retention rate with respect to a given twelve-month period as(1) revenue recognized during such period from clients that contributed to revenue recognized in the prior twelve-month period divided by (2) total revenuerecognized in such prior twelve-month period. Our revenue retention rate was 135%, 147% and 138% for the years ended December 31, 2013, 2014 and2015, respectively.SeasonalityOur client base consists primarily of businesses in the online retail, classifieds and travel industries. In the digital retail industry in particular, manybusinesses devote the largest portion of their budgets to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers.Our e-commerce retail clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our travelclients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter than they do inother quarters. As a result, our revenue tends to be seasonal in nature but the impact of this seasonality has been partly offset by our significant growth andgeographic expansion. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period.E.Off-balance Sheet Arrangements.We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance orspecial purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to anyfinancing, liquidity, market or credit risk that could arise if we had engaged in these relationships.F.Tabular Disclosure of Contractual Obligations.The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of December 31,2015. Future events could cause actual payments to differ from these estimates. Less than 1 year 1 to 5 years More than 5 years Total (in thousands of U.S. Dollars) Long-term debt$5,973 $2,945 $327 $9,245Finance leases23 — — 23Operating Leases60,697 144,604 47,128 252,429- Property leases25,872 101,486 47,128 174,486- Hosting leases31,369 33,709 — 65,078- Other leases3,457 9,409 — 12,866Other financial liabilities608 — — 608Financial derivatives552 — — 552 Total$67,853 $147,549 $47,455 $262,85795Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms,including interest on long-term debt, fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of theactions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. The current portion oflong-term debt (due in less than one year) includes accrued interest of $0.1 million. Pension contributions and cash outflows have not been included in theabove table as they have been deemed immaterial.G.Safe Harbor.This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and asdefined in the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements.”Item 7A. Quantitative and Qualitative Disclosures About Market RiskWe are mainly exposed to changes of foreign currency exchange rate fluctuations.The functional currency of the Company is the euro, while our reporting currency is the U.S dollars. Consequently, as a first step, since we incur portions ofour expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk as our results of operations and cashflows are subject to fluctuations in foreign currency exchange rates. Foreign exchange risk exposure also arises from intra-company transactions andfinancing with subsidiaries that have a functional currency different than the euro. The statements of financial position of consolidated entities having afunctional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financialposition date) and the statement of income, statement of comprehensive income and statement of cash flow of such consolidated entities are translated at theaverage period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated Other ComprehensiveIncome” in the Consolidated Statement of Changes in Equity.We recognized foreign currency losses of $9.5 million and $6.0 million for the period ended December 31, 2013 and December 31, 2015 respectively. Theforeign exchange income of $10.1 million for the period ended December 31, 2014 was a result of the translation of $90 million of our initial public offeringproceeds into euros at the foreign exchange closing rate, then translated into the U.S. dollar according to the average exchange rate euro / U.S. dollargenerating a $11.8 million gain, partially offset by the cost of premiums on related hedging instruments ($2.9 million).Since 2013, the Company has had a foreign currency risk management policy in place. The main positions bearing a risk of foreign currency are centralizedat the parent company level and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.For a sensitivity analysis of the impact of foreign currency exchange rates on our net income, please see note 3 to our audited consolidated financialstatements included elsewhere in this Form 10-K.Item 8. Financial Statements and Supplementary DataThe information required by Item 8 is set forth on pages F-1 through F-56 of this Form 10-K.96Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureThere have been no changes in our independent registered public accounting firm, Deloitte & Associés, or disagreements with our accountants on matters ofaccounting and financial disclosure.Item 9A. Controls and ProceduresEvaluation of Disclosure Controls and ProceduresAs of the end of the period covered by this Annual Report on Form 10-K, Criteo carried out an evaluation, under the supervision and with the participation ofour management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, asdefined in Rule 13a-15(e) and 15d-15(e) under the the Exchange Act. Disclosure controls and procedures are controls and other procedures designed toreasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processes, summarized and reported within the time periods specified in the SEC's rules and forms.Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and communicated to our management,including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2015, our disclosure controls andprocedures were effective to provide reasonable assurance.Management’s Annual Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)of the Exchange Act. Our management assessed, with the oversight of the Board of Directors, the effectiveness of our internal control over financial as ofDecember 31, 2015. In making this assessment, management used the criteria established in the Internal Control—Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management has concluded that the Company'sinternal control over financial reporting was effective as of December 31, 2015. The effectiveness of the Company's internal control over financial reportingas of December 31, 2015 has been audited by Deloitte & Associés, an independent registered public accounting firm, as stated in its attestation report, whichappears on page F-3 of this Annual Report on Form 10-K.Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act, that occurredduring the quarter ended December 31, 2015, that have materially affected, or that are reasonably likely to materially affect, our internal control overfinancial reporting.Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or ourinternal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, andthe benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls canprovide absolute assurance that all control issues and instances of fraud, if any, within Criteo have been detected. These inherent limitations include therealities that judgments in decisions making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also becircumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of anysystem of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed inachieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions97Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.or deterioration in the degree of compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system,misstatements due to error of fraud may occur and not be detected.Item 9B. Other InformationOn February 25, 2016, our board of directors adopted the Criteo Executive Bonus Plan, a copy of which is attached hereto as Exhibit 10.15. The summarybelow is qualified in its entirety by reference to the terms of the Criteo Executive Bonus Plan.The Criteo Executive Bonus Plan documents the annual incentive program that became effective as of January 1, 2015, and provides our board of directorswith the authority to award cash bonus opportunities to executive officers and members of executive management, with respect to a performance period of 12months, unless otherwise determined by the board of directors. The Criteo Executive Bonus Plan is administered by our board of directors, whose powersinclude, among other things, the authority to select persons to be granted awards and to construe and interpret the terms and provisions of the CriteoExecutive Bonus Plan and any award thereunder in its sole discretion. For awards under the Criteo Executive Bonus Plan, the board of directors establishesperformance goals and, if applicable, the threshold, target and maximum levels of performance applicable to each performance goal. The performance goalsthat may be selected by the board of directors in its discretion include but are not limited to: revenue excluding traffic acquisition costs; adjusted earningsbefore interest, taxes, depreciation and amortization; cash flow from operating activities; stock price; completion of identified special project(s); clientdevelopment and retention; and other functional or qualitative goals. Performance goals need not be the same for each participant or group of participants,and may differ based on location, pay grade, and such other factors as the board of directors considers relevant. Our board of directors has the discretion todetermine the extent to which any award pursuant to the Criteo Executive Bonus Plan will be adjusted based on a participant’s individual performance orsuch other factors as it may, in its discretion, deem relevant. Awards for any performance period may be expressed as a dollar amount or as a percentage of theparticipant’s base salary. Pursuant to the terms of the Criteo Executive Bonus Plan, our board of directors may amend, suspend or terminate such plan at anytime.98Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceThe information required by this item (other than the information set forth in the next paragraph in this Item 10) will be included in our definitive proxystatement with respect to our 2016 Annual Shareholders’ Meeting to be filed with the SEC, and is incorporated herein by reference.We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our employees, officers and directors, includingour chief executive and senior financial officers. The Code of Conduct is available on our website at criteo.investorroom.com under "Corporate Governance."The Nomination and Corporate Governance Committee of our board of directors is responsible for overseeing the Code of Conduct and is required to approveany waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waiversof its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed on our website.Item 11. Executive CompensationThe information called for by this item will be included in our definitive proxy statement with respect to our 2016 Annual Shareholders’ Meeting to be filedwith the SEC, and is incorporated herein by reference.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information called for by this item will be included in our definitive proxy statement with respect to our 2016 Annual Meeting of Shareholders to befiled with the SEC, and is incorporated herein by reference.Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information called for by this item will be included in our definitive proxy statement with respect to our 2016 Annual Meeting of Shareholders to befiled with the SEC, and is incorporated herein by reference.Item 14. Principal Accounting Fees and ServicesThe information called for by this item will be included in our definitive proxy statement with respect to our 2016 Annual Meeting of Shareholders to befiled with the SEC, and is incorporated herein by reference.PART IVItem 15. Exhibits and Financial Statement Schedules(a) Financial StatementsThe financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of this Form 10-K. Allschedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.99Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Exhibits Incorporated by ReferenceExhibit DescriptionSchedule/ Form File Number Exhibit File Date3.1 By-laws (statuts) (English translation)F-1 333-194347 3.2 March 17, 20144.1 Form of Deposit Agreement, including theForm of American Depositary ReceiptF-1 333-191223 4.1 October 2, 20134.2# Multicurrency Revolving Facility Agreement, datedSeptember 24, 2015, among the registrant and BNP Paribas,Crédit Lyonnais (LCL), HSBC France, Natixis and SociétéGénérale Corporate & Investment Banking 4.3# Agreement to Furnish Debt Instruments 10.1 Commercial Lease between Orosdi and the registrant datedJanuary 20, 2012 (English translation)F-1 333-191223 10.1 October 2, 201310.2 Form of Registration Rights Agreement by and among theregistrant and certain investors signatory thereto, dated as ofAugust 30, 2013F-1 333-191223 10.3 October 23, 201310.3† Form of Indemnification Agreement between the registrantand each of its executive officers and directorsF-1 333-191223 10.4 October 23, 201310.4† Non-Compete Agreement between the registrant and eachof Messrs. Rudelle, Le Ouay and NiccoliF-1 333-191223 10.5 October 2, 201310.5† Stock Option Plans—2009, 2010, 2011, 2012, 2013(including forms of Stock Option Grant Agreement andExercise Notice)F-1 333-191223 10.6 October 2, 201310.6† Stock Option Plan – 2014 (including forms of Stock OptionGrant Agreement and Exercise Notice)S-8 333-197373 99.1 July 11, 201410.7#† Summary of BSA Terms and Conditions20-F 001-36153 4.7 March 27, 201510.8† Summary of BSPCE PlanF-1 333-191223 10.8 September 18, 201310.9† 2015 Performance-Based Free Share Plan (EnglishTranslation)S-8 333-207658 99.1 October 29, 201510.10† 2015 Time-Based Free Share Plan (English Translation)S-8 333-207658 99.2 October 29, 201510.11† Form of BSA Grant Document (English translation)F-1 333-191223 10.10 September 18, 201310.12† Form of BSPCE Grant Document (English translation)F-1 333-191223 10.11 September 18, 201310.13#† Form of Performance-Based Free Share Allocation Letter 10.14#† Form of Time-Based Free Share Allocation Letter 10.15#† Criteo Executive Bonus Plan 100Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Incorporated by ReferenceExhibit DescriptionSchedule/ Form File Number Exhibit File Date10.16† Employment Agreement between the registrant and BenoitFouilland, dated November 18, 2011 (English translation)F-1 333-191223 10.12 October 2, 201310.17† Employment Agreement between the registrant and EricEichmann, effective as of March 2013, and related side letters20-F 001-36153 1.1 March 6, 201410.18† Employment Offer Letter between the registrant and Jean-Baptiste Rudelle, effective as of August 1, 201420-F 001-36153 4.14 March 27, 201510.19† Employment Agreement between the registrant andRomain Niccoli, effective as of March 2006, andamendments thereto20-F 001-36153 4.15 March 27, 201521.1# List of Subsidiaries 23.1# Consent of Deloitte & Associés 31.1# Certificate of Chief Executive Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002 31.2# Certificate of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1* Certificate of Chief Executive Officer and Chief FinancialOfficer pursuant to 18 U.S.C. §1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 †Indicates management contract or compensatory plan.#Filed herewith.*Furnished herewith.101Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized. CRITEO S.A. February 29, 2016By:/s/ Eric Eichmann Eric Eichmann Chief Executive OfficerPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on thedates indicated below. Signature Title Date /s/ Eric Eichmann Chief Executive Officer(Principal Executive Officer) February 29, 2016Eric Eichmann /s/ Benoit Fouiland Chief Financial Officer (PrincipalFinancial Officer and PrincipalAccounting Officer) Benoit Fouilland February 29, 2016 /s/ Jean-Baptiste Rudelle Executive Chairman Jean-Baptiste Rudelle February 29, 2016 /s/ Dana Evan Director Dana Evan February 29, 2016 /s/ Hubert de Pesquidoux Director Hubert de Pesquidoux February 29, 2016 /s/ Dominique Vidal Director Dominique Vidal February 29, 2016 /s/ James Warner Director James Warner February 29, 2016102Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Index to Consolidated Financial Statements Page Reports of Deloitte & Associés, Independent Registered Public Accounting Firm F-2 Consolidated Statements of Financial Position as of December 31, 2014 and 2015F-4 Consolidated Statements of Income for the Years Ended December 31, 2013, 2014 and 2015F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2014 and 2015F-6 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2013, 2014 and 2015F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2014 and 2015F-8 Notes to the Consolidated Financial StatementsF-9 F- 1Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders of Criteo S.A.Paris, FranceWe have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the "Company") as of December 31, 2015and 2014, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in theperiod ended December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinionon the financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Criteo S.A. and subsidiaries as ofDecember 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, inconformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal controlover financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2016 expressed an unqualified opinion on theCompany’s internal control over financial reporting./s/ Deloitte & AssociésNeuilly-sur-Seine, FranceFebruary 26, 2016Represented by Anthony MaarekF-2Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders of Criteo S.A.Paris, FranceWe have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the "Company") as of December 31, 2015, based on criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. TheCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company's assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on thecriteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements as of and for the year ended December 31, 2015 of the Company and our report dated February 26, 2016 expressed an unqualified opinion onthose financial statements./s/ Deloitte & AssociésNeuilly-sur-Seine, FranceFebruary 26, 2016Represented by Anthony MaarekF-3Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Consolidated Statements of Financial Position Year Ended December 31, Notes 2014 2015 (in thousands)Assets Current assets: Cash and cash equivalents5 $351,827 $353,537 Trade receivables, net of allowances6 192,595 261,581 Current tax assets22 3,493 2,714 Other current assets7 25,517 45,582 Total current assets 573,432 663,414Property, plant and equipment, net8 52,239 82,482Intangible assets, net9 12,821 16,470Goodwill11 27,856 41,973Non-current financial assets10 11,527 17,184Deferred tax assets21 8,635 20,196Total non current assets 113,078 178,305Total assets $686,510 $841,719 Liabilities and shareholders' equity Current liabilities: Trade payables $164,579 $246,382 Contingencies12 1,373 668 Current tax liabilities21 9,676 15,365 Financial liabilities - current portion14 9,520 7,156 Other current liabilities13 77,362 88,269 Total current liabilities 262,510 357,840Deferred tax liabilities21 1,142 139Retirement benefit obligation15 1,243 1,445Financial liabilities - non current portion14 5,260 3,272Total non-current liabilities 7,645 4,856Total liabilities 270,155 362,696Commitments and contingencies Shareholders' equity: Common shares, €0.025 per value, 60,902,695 and 62,470,881 shares authorized, issuedand outstanding at December 31, 2014 and 2015, respectively. 2,008 2,052Additional paid-in capital 387,972 425,220Accumulated other comprehensive income (loss) (31,888) (69,023)Retained earnings 56,523 116,076Equity - attributable to shareholders of Criteo S.A. 414,615 474,325Non-controlling interests 1,740 4,698Total equity 416,355 479,023Total equity and liabilities $686,510 $841,719The accompanying notes form an integral part of these consolidated financial statements.F-4Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Consolidated Statements of Income Year Ended December 31, Notes 2013 2014 2015 (in thousands, except share and per share data) Revenue $589,418 $988,249 $1,323,169 Cost of revenue Traffic acquisition costs17 (351,759) (585,492) (789,152)Other cost of revenue17 (29,150) (47,948) (62,201) Gross profit 208,509 354,809 471,816 Operating expenses: Research and development expenses17,18 (42,716) (60,075) (86,807)Sales and operations expenses17,18 (109,953) (176,927) (229,530)General and administrative expenses17,18 (41,681) (64,723) (79,145)Total operating expenses (194,350) (301,725) (395,482)Income from operations 14,159 53,084 76,334Financial income (expense)20 (9,117) 11,390 (4,541)Income before taxes 5,042 64,474 71,793Provision for income taxes21 (3,203) (17,578) (9,517)Net income $1,839 $46,896 $62,276 Net income available to shareholders of Criteo S.A. $1,404 $45,556 $59,553Net income available to non-controlling interests $435 $1,340 $2,723 Net income allocated to shareholders per share: Basic22 $0.03 $0.77 $0.96Diluted22 $0.03 $0.72 $0.91 Weighted average shares outstanding used in computing per share amounts: Basic22 48,692,148 58,928,563 61,835,499Diluted22 53,748,108 63,493,260 65,096,486The accompanying notes form an integral part of these consolidated financial statements.F-5Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Consolidated Statements of Comprehensive Income Year Ended December 31, 2013 2014 2015 (in thousands) Net income$1,839 $46,896 62,276Foreign currency translation differences, net of taxes15,895 (48,190) (37,234)Foreign currency translation differences15,895 (48,190) (37,234)Income tax effect— — —Actuarial (losses) gains on employee benefits, net of taxes(52) 435 105Actuarial (losses) gains on employee benefits(63) 512 127Income tax effect11 (77) (22)Financial instruments, net of taxes(110) — —Fair value change on financial instruments(130) — —Income tax effect20 — —Comprehensive income (loss)17,572 (859) 25,147Attributable to shareholders of Criteo S.A.17,122 (1,968) 22,418Attributable to non-controlling interests$450 $1,109 2,729The accompanying notes form an integral part of these consolidated financial statements.F-6Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Consolidated Statements of Changes in Shareholders’ Equity Share capital Additionalpaid-in capital Accumulatedothercomprehensive(loss) income Retainedearnings Equity -attributable toshareholders ofCriteo S.A. Noncontrollinginterests Totalequity (Common shares) (in thousands) Balance at January 1, 2013 47,123,017 $1,550 $69,057 $(94) $9,555 $80,068 $(324) $79,744 Net income — — — 1,404 1,404 435 1,839 Other comprehensive income (loss) — — 15,718 — 15,718 15 15,733 Issuance of ordinary shares 323 254,804 — — 255,127 — 255,127 Shared-based compensation — 8,962 — — 8,962 167 9,129 Other changes in equity — 3,981 — 8 3,989 — 3,989Balance at December 31, 2013 56,856,070 1,873 336,804 15,624 10,967 365,268 293 365,561 Net income — — — 45,556 45,556 1,340 46,896 Other comprehensive income (loss) — — (47,524) — (47,524) (231) (47,755) Issuance of ordinary shares 135 31,905 — — 32,040 — 32,040 Shared-based compensation — 19,263 — — 19,263 338 19,601 Other changes in equity — — 12 — 12 — 12Balance at December 31, 2014 60,902,695 2,008 387,972 (31,888) 56,523 414,615 1,740 416,355 Net income — — — 59,553 59,553 2,723 62,276 Other comprehensive income (loss) — — (37,135) — (37,135) 6 (37,129) Issuance of ordinary shares 44 13,726 — — 13,770 — 13,770 Shared-based compensation — 23,760 — — 23,760 229 23,989 Other changes in equity — (238) — — (238) — (238)Balance at December 31, 2015 62,470,881 $2,052 $425,220 $(69,023) $116,076 $474,325 $4,698 $479,023A portion of consolidated reserves is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer.The accompanying notes form an integral part of these consolidated financial statements.F-7Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Consolidated Statements of Cash Flows Year Ended December 31, 2013 2014 2015 (in thousands)Net income$1,839 $46,896 $62,276Non-cash and non-operating items28,625 71,544 78,448Amortization and provisions16,201 33,365 47,085Shared-based compensation expense9,129 19,600 23,989Net gain or loss on disposal of non-current assets60 141 (2,127)Interest accrued12 23 6Non-cash financial income and expenses20 838 22Change in deferred taxes(4,909) (5,315) (15,748)Income tax for the period8,112 22,892 25,221Change in working capital requirement17,217 4,661 15,231(Increase) in trade receivables(41,739) (83,646) (83,420)Increase in trade payables44,757 70,557 100,047(Increase) in other current assets(7,381) (7,986) (24,101)Increase in other current liabilities21,580 25,736 22,705Income taxes paid(14,884) (6,820) (18,805)Cash from operating activities32,797 116,281 137,150Acquisition of intangibles assets, property, plant and equipment(34,616) (48,591) (75,607)Change in accounts payable related to intangible assets, property, plant and equipment5,524 1,705 1,128Payments for acquired business, net of cash(7,160) (26,103) (20,542)Change in other financial non-current assets(1,070) (2,292) (6,612)Cash used to investing activities(37,322) (75,281) (101,633)Issuance of long term borrowings10,621 5,628 4,023Repayment of borrowings(4,592) (6,525) (8,980)Proceeds from capital increase255,135 31,638 13,768Change in other financial liabilities— 272 (1,000)Cash from financing activities261,164 31,013 7,811Change in net cash and cash equivalents256,639 72,013 43,328Net cash and cash equivalents - beginning of period57,079 323,181 351,827Effect of exchange rate changes on cash and cash equivalents9,465 (43,367) (41,618)Net cash and cash equivalents - end of period$323,183 $351,827 $353,537The accompanying notes form an integral part of these consolidated financial statements.F-8Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notes to the Consolidated Financial StatementsCriteo S.A. is a global technology company specialized in digital performance marketing. We strive to deliver post-click sales to our advertiser clientsat scale and according to the client's targeted return on investment. In these notes, Criteo S.A. is referred to as the Parent company and together with itssubsidiaries, collectively, as "Criteo", the" Company", the "Group", or "we". The Company uses its proprietary predictive software algorithms coupled with itsdeep insights into expressed consumer intent and purchasing habits to price and deliver highly relevant and personalized performance advertisements toconsumers in real time.Note 1. Principles and Accounting MethodsBasis of PreparationThe Consolidated Financial Statements have been prepared assuming a going concern and using the historical cost principle with the exception ofcertain assets and liabilities that are measured at fair value in accordance with generally accepted accounting principles in the United States of America (“U.S.GAAP”). The categories concerned are detailed in the following notes. Consolidation MethodsWe have control over all our subsidiaries, and consequently they are all fully consolidated. Intercompany transactions and balances have beeneliminated. The table below presents at each period’s end and for all entities included in the consolidation scope the following information: the country ofincorporation and the percentage of voting rights and ownership interests. 2014 2015 Country Votingrights OwnershipInterest Votingrights OwnershipInterest Consolidation MethodParent company Criteo S.AFrance 100% 100% 100% 100% Parent companyFrench subsidiary Criteo France SASFrance 100% 100% 100% 100% Fully consolidatedForeign subsidiaries Criteo LtdUnited Kingdom 100% 100% 100% 100% Fully consolidatedCriteo CorpUnited States 100% 100% 100% 100% Fully consolidatedCriteo GmbhGermany 100% 100% 100% 100% Fully consolidatedCriteo KKJapan 66% 66% 66% 66% Fully consolidatedCriteo Do Brasil LTDABrazil 100% 100% 100% 100% Fully consolidatedCriteo BVThe Netherlands 100% 100% 100% 100% Fully consolidatedCriteo PtyAustralia 100% 100% 100% 100% Fully consolidatedCriteo SrlItaly 100% 100% 100% 100% Fully consolidatedCriteo Advertising (Beijng) Co. LtdChina 100% 100% 100% 100% Fully consolidatedCriteo Singapore Pte. Ltd.Singapore 100% 100% 100% 100% Fully consolidatedAd-X Ltd (*)United Kingdom 100% 100% _ _ Fully consolidatedCriteo LLCRussia 100% 100% 100% 100% Fully consolidatedCriteo Europa S.L.Spain 100% 100% 100% 100% Fully consolidatedCriteo Espana S.L.Spain 100% 100% 100% 100% Fully consolidatedCriteo Canada Corp.Canada _ _ 100% 100% Fully consolidatedCriteo Reklamcılık Hizmetleri ve TicaretAnonim ŞirketiTurkey _ _ 100% 100% Fully consolidatedCriteo MEA FZ-LLCUnited Arab Emirates _ _ 100% 100% Fully consolidated(*) Ad-X Ltd was liquidated in April 2015.F-9Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Functional Currency and Translation of Financial Statements in Foreign CurrencyThe Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, being the Euro. Thestatements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at theclosing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income andstatements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments areincluded in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.Conversion of Foreign Currency TransactionsForeign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currencymonetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in theConsolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that formpart of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss); they will be recognized inprofit or loss on disposal of the net investment. Intangible Assets (Excluding Goodwill)Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization. Acquired intangible assets are primarily composed ofsoftware amortized on a straight-line basis over their estimated useful lives comprised between one and three years. Intangible assets are reviewed forimpairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or materialadverse changes in the business climate indicate that the carrying amount of an asset may be impaired.Costs related to customized internal-use software that have reached the development stage are capitalized. Capitalization of such costs begins when thepreliminary project stage is complete and stops when the project is substantially complete and is ready for its intended purpose. In making this determination,several analyses for each phase were performed, including analysis of the feasibility, availability of resources, intention to use and future economic benefits.Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives estimated at three tofive years.Our research and development efforts are focused on enhancing the performance of our solution and improving the efficiency of the services we deliverto our clients. All development costs, principally headcount-related costs, are expensed as incurred as management has determined that technologicalfeasibility is reached shortly before our product is available for release to customers .Property, Plant and EquipmentProperty, plant and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss.Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives as follows:Fixtures and fittings (mainly composed of leasehold improvements).................................. 5 to 10 yearsFurniture and equipment (mainly composed of datacenters and office equipment)................ 1 to 5 yearsLeasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.The gains and losses on disposal of assets are determined by comparing selling price with the net book value of the disposed asset.F-10Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Impairment of AssetsGoodwill and Intangible AssetsGoodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangibleassets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining usefullives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carryingvalue may not be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform itsannual impairment test.In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regarding estimatedfuture cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to recordimpairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, includinggoodwill.If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine theamount of the impairment loss. The impairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its netbook value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets andliabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fairvalue of goodwill. An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds itsimplied fair value.With respect to intangible assets, acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairmentloss. Acquired intangible assets are amortized over their estimated useful lives of one to five years on a straight-line method. Intangible assets are reviewedfor impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or materialadverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired.Property, Plant and Equipment and Impairment of Long-lived AssetsThe Company periodically reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount ofan asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flowsassociated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fairvalue is estimated based on discounted future cash flows.F-11Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.LeasesThe Company leases various facilities under agreements accounted for as operating leases. For leases that contain escalation or rent concessionsprovisions, management recognizes rent expense during the lease term on a straight-line basis over the term of the lease. The difference between rent paid andstraight-line rent expense is recorded as a deferred rent liability in the accompanying Consolidated Statement of Financial Position. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or at the fair value of the leased assetat the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful life of the asset or theperiod of the related lease. Principal payments on capital lease obligations are recorded as reduction of capital lease liability in the accompanyingconsolidated balance sheets, and interest payments are recorded as interest expense which is included in financial income (expense), in the accompanyingConsolidated Statements of Operations. Financial Assets and Liabilities, Excluding Derivative Financial InstrumentsFinancial assets, excluding cash and cash equivalents, consist exclusively of loans and receivables. Loans and receivables are non-derivative financialassets with a payment, which is fixed or can be determined, not listed on an active market. They are included in current assets, except those that mature morethan twelve months after the reporting date.Loans are measured at amortized cost using the effective interest method. The recoverable amount of loans and advances is estimated whenever there isan indication that the asset may be impaired and at least on each reporting date. If the recoverable amount is lower than the carrying amount, an impairmentloss is recognized in the Consolidated Statements of Income.Financial liabilities are initially recorded at their fair value at the transaction date. Subsequently they are measured at amortized cost using the effectiveinterest method.We carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determineswhether to provide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on, among otherfactors, a past history of collections, current credit conditions, the ageing of the receivable and a past history of write downs. A receivable is considered pastdue if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our clients’ creditworthinesscould have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “sales and operations expenses” inour Consolidated Statements of Income. We generally do not require any security or collateral to support our receivables.Derivative financial instrumentsWe buy and sell derivative financial instruments (mainly put, forward buying and selling) in order to manage and reduce our exposure to the risk ofexchange rate fluctuations. We deal only with major financial institutions. Under the ASC 815 – Derivatives and hedging, financial instruments may only beclassified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge.The effectiveness of the hedge is determined by reference to changes in the value of the derivative instrument and the hedged item. The ratio mustremain within 80% to 125%.Derivative financial instruments are recognized in the balance sheet at their market value on the reporting date in financial current assets or liabilities.F-12Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Changes in fair value are recorded as follows:•cash flow hedges: the portion of the gain or loss on the financial instrument that is determined to be an effective hedge is recorded directly to equity.The ineffective portion is recorded to the income statement;•fair value hedges and financial instruments not designated as hedges : changes in fair value are recorded to the income statement.Fair value measurementsIn accordance with ASC 820 – Fair value measurement, financial instruments are presented in three categories based on a hierarchical method used todetermine their fair value : (i) level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities; (ii) level 2: fair valuecalculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an activemarket; (iii) level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or avaluation based on multiples for unlisted companies.The Company's valuation techniques used to measure the fair value of money market funds and certain short term investments were derived fromquoted prices in active markets. The valuation techniques used to measure the fair value of the Company's financial liabilities and all other financialinstruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using inputsderived from or corroborated by observable market data.Cash and Cash EquivalentsCash includes cash on hand and demand deposits with banks. Cash equivalents include short-term, highly liquid investments, with a remainingmaturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant. Demand deposits thereforemeet the definition of cash equivalents. Cash equivalents are measured at fair value using level 1 for cash at hand and money market funds using quotedprices, and any changes are recognized in the Consolidated Statements of Income.Concentration of Credit RiskFinancial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents andaccounts receivable. The Company’s cash and cash equivalents are held at major financial institutions that the Company's management has assessed to be ofhigh credit quality. The Company has not experienced any losses in such accounts.The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers'accounts receivable balances. As of December 31, 2015, no customer accounted for 10% or more of accounts receivable. During the years endedDecember 31, 2015, 2014 and 2013, no single customer represented 10% or more of revenue.F-13Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Employee BenefitsDepending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pensionfollowing their retirement. For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, ourcommitment being limited to our contributions.The liability with respect to defined benefit plans is estimated using the following main assumptions:•discount rate;•future salary increases; and•employee turnover.Service costs are recognized in profit or loss and are allocated by function.Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specifiedperiod, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as aresult of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred).ContingenciesWe recognize contingencies in accordance with ASC 450 - Contingencies, if the following two conditions are met:•information available before the financial statements are issued indicates that it is probable that an asset had been impaired or a liability had beenincurred at the date of the financial statements;•the amount of loss can be reasonably estimatedWith respect to litigation and claims that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizingprovisions or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims. These judgment and estimatesare subject to change as new information becomes available. Revenue RecognitionWe sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies, which wecollectively refer to as our clients, and generate revenue when a user clicks on the banner ad. We price our advertising campaigns on a cost per click (“CPC”)model based on the number of clicks generated by users on each advertising campaign.Revenue is recognized when the related services are delivered based on the specific terms of the contract, which are commonly based on specifiedCPCs and related campaign budgets. We recognize revenue when four basic criteria are met: (1) persuasive evidence exists of an arrangement with the clientreflecting the terms and conditions under which the services will be provided; (2) services have been provided or delivery has occurred; (3) the fee is fixed ordeterminable; and (4) collection is reasonably assured. Collectability is assessed based on a number of factors, including the creditworthiness of a client, thesize and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. Anexample of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery.F-14Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.We recognize revenue from the delivery of display advertisements in the period in which the display advertisements are delivered. Specifically, werecognize revenue for display ad delivery through our solution once the consumer clicks on the personalized banner displayed by us on the client’s websitefor CPC ad campaigns. For CPC ad campaigns, sales are valued at the fair value of the amount received. Rebates and discounts granted to clients, along withfree or extended advertising campaigns, are recorded as a deduction from revenue.The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal oran agent in our transactions. In determining whether we act as the principal or an agent, we follow the accounting guidance for principal-agentconsiderations. The determination of whether we are acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of theterms of each arrangement. While none of the factors individually are considered presumptive or determinative, because we are the primary obligor and areresponsible for (1) identifying and contracting with third-party clients; (2) establishing the selling prices of the display advertisements sold; (3) performingall billing and collection activities, including retaining credit risk; and (4) bearing sole responsibility for fulfillment of the advertising and the inventory risk,we act as the principal in these arrangements and therefore report revenue earned and costs incurred related to these transactions on a gross basis.Cost of RevenueOur cost of revenue primarily includes traffic acquisition costs and other cost of revenue.Traffic Acquisition Costs. Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis. We purchaseimpressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher bypublisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables andother current liabilities. Under our current agreements with our publishers, we only commit to purchase a defined volume of impressions from any givenpublisher to the extent that a pre-determined click through rate, or CTR, is reached. If the publisher fails to reach the targeted volume of impressions, we caneither terminate the agreement or reduce our commitment to buy impressions accordingly.Other Cost of Revenue. Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and datapurchased from third parties.Share-Based CompensationShares, employee share options and employee and non-employee warrants are primarily awarded to our employees or directors. As required by ASC 718– Compensation – Stock Compensation, these awards are measured at their fair value on the date of grant. The fair value is calculated with the most relevantformula regarding the settlement and the conditions of each plan. The fair value is recorded in personnel expenses (allocated by function in the ConsolidatedStatements of Income) on a straight-line basis over each milestone composing the vesting period with a corresponding increase in shareholders’ equity.At each closing date, we re-examine the number of options likely to become exercisable. If applicable, the impact of the review of the estimate isrecognized in the Consolidated Statements of Income with a corresponding adjustment in equity.F-15Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Income TaxesWe elected to classify the French business tax, Cotisation sur la Valeur Ajoutée des Entreprises (“CVAE”), as an income tax in compliance with ASC740—Income Taxes (“ASC 740”).The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate research and development (“R&D”).Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR iscalculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is presented as a deduction to “research and developmentexpenses” in the Consolidated Statements of Income, as the CIR is not within the scope of ASC 740. We have exclusively claimed R&D performed in Francefor purposes of the CIR.Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded on all temporary differences between thefinancial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they areexpected to reverse within a foreseeable future. We may only recognize deferred tax assets if, based on the projected taxable incomes within the next threeyears, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. If futuretaxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards theamount of deferred tax assets, which would have a significant impact on our financial results. This determination requires many estimates and judgments byour management for which the ultimate tax determination may be uncertain. In accordance with ASC 740, tax assets and liabilities are not discounted.Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope.Uncertain Tax PositionsThe Company follows the guidance of ASC 740, which prescribes a more likely than not threshold for financial statement recognition and measurement of atax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on recognition of income tax assets and liabilities,classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting forincome taxes in interim periods, and income tax disclosures.Operating SegmentsIn accordance with ASC 280 – Segment reporting, segment information reported is built on the basis of internal management data used for performanceanalysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Company for which separatefinancial information is available that is evaluated regularly by our Chief Executive Officer (“CEO”) in deciding how to allocate resources and assessingperformance.Our chief operating decision-maker is our CEO. The CEO reviews consolidated data for revenue, revenue excluding traffic acquisition costs (revenueex-TAC) and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, share-based compensation, service costs (pension) andacquisition-related deferred price consideration) for the purposes of allocating resources and evaluating financial performance.We have concluded that our operations constitute one operating and reportable segment.Use of EstimatesOur Consolidated Financial Statements are prepared in accordance with U.S. GAAP. The preparation of our Consolidated Financial Statements requiresus to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates andassumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptionson an ongoing basis. Our actual results may differ from these estimates.F-16Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The most significant areas that require management judgment and estimates relate to (1) the recognition of revenue and particularly, the determinationas to whether revenue should be reported on a gross or a net basis; (2) the evaluation of our trade receivables and the recognition of a valuation allowance;(3) the recognition of our deferred tax assets considering the subsidiaries projected taxable profit within the next three years and the potential tax deductionupon future exercises of share-options in certain jurisdictions; (4) the recognition and measurement of goodwill and intangible assets and particularly costscapitalized in relation to our customized internal-use software; and (5) the measurement of share-based compensation.Earnings Per ShareIn accordance with ASC 260—Earnings Per Share, basic earnings per share (“EPS”) are calculated by dividing the net income attributable toshareholders of the Parent by the weighted average number of shares outstanding. The weighted average number of shares outstanding is calculatedaccording to movements in share capital. In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by theweighted average number of shares outstanding plus any potentially dilutive shares not yet issued.Recent Accounting PronouncementsIn May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contractswith Customers (ASU 2014-09), which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidanceunder U.S. GAAP. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers, which steps are to (1)identify the contract(s) with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate thetransaction price to the performance obligations in the contract and (5) recognize revenue when each performance obligation is satisfied. More specifically,revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchangefor those goods or services. ASU 2014-09 will be effective, reflecting the one-year deferral, for interim and annual periods beginning after December 15,2017 (January 1, 2018 for the Company). Early adoption of the standard is permitted but not before the original effective date. Companies can transition tothe standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently in the process of evaluating theimpact that the adoption of ASU 2014-09 will have on its consolidated financial statements and selecting the method of transition to the new standard.In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires the cost ofissuing debt to no longer be recorded as a separate asset but rather to be presented on the balance sheet as a direct reduction to the carrying value of therelated debt liability, similar to the presentation of debt discounts. ASU 2015-03 will be effective for interim and annual periods beginning after December15, 2015 (January 1, 2016 for the Company) including retrospective conforming presentation of prior periods presented. Early adoption of the standard ispermitted. The Company does not anticipate that the adoption of ASU 2015-03 will have a material impact on its results of operations, financial position orcash flows.In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”), whichprovides guidance in determining whether fees for purchasing cloud computing services (or hosted software solutions) are considered internal-use software orshould be considered a service contract. The cloud computing agreement that includes a software license should be accounted for in the same manner asinternal-use software if customer has contractual right to take possession of the software during the hosting period without significant penalty and it isfeasible to either run the software on customer’s hardware or contract with another vendor to host the software. Arrangements that don’t meet the requirementsfor internal-use software should be accounted for as a service contract. ASU 2015-05 will be effective for interim and annual periods beginning afterDecember 15, 2015 (January 1, 2016 for the Company). Early adoption of the standard is permitted. The Company does not anticipate that the adoption ofASU 2015-03 will have a material impact on its results of operations, financial position or cash flows.F-17Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which requires that alldeferred tax liabilities and assets be classified as noncurrent amounts on the balance sheet. ASU 2015-17 will be effective for interim and annuals periodsbeginning after December 15, 2016 (January 1, 2017 for the Company) and may be applied prospectively or retrospectively. Early adoption of the standard ispermitted. The Company early adopted this standard retrospectively on December 31, 2015.In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08 Presentation of Financial Statements (Topic 205) and Property,Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes thethreshold for reporting discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a disposal that “represents astrategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The standard is required to be adopted by public businessentities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted, but only fordisposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption ofthis standard did not have a material impact on the Company’s consolidated financial position and results of operations. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a futuredate are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.F-18Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 2. Significant Events and Transactions of the PeriodChanges in the scope of consolidationBusiness combinationsDataPop AcquisitionOn February 17, 2015, we acquired all of the outstanding shares of DataPop, Inc., a Los Angeles-based company specializing in the optimization ofshopping campaigns on large search engines. The total consideration paid was $22.0 million ($3.7 million as cash advances and $18.3 million for theacquisition of the shares), financed by the available cash resources at the acquisition date. This business combination is accounted for under the acquisitionmethod in accordance with ASC 805 – Business Combinations. The determination of the fair values of assets acquired and liabilities assumed has beenperformed and the impact of the transaction is reflected in our Consolidated Financial Statements as of December 31, 2015 (Note 11).Tedemis earn-outThere were additional payments in a total amount of €4.0 million that were contingent upon the achievement of certain milestones as agreed at theacquisition date. These milestones were partially met at the end of the reference period. Therefore, the $4.4 million debt in other current liabilities based onthe acquisition earn-out was extinguished by a $2.2 million (€2.0 million) payment in 2015. The remaining $2.2 million (€2.0 million) of the liability wasreleased resulting in $2.2 million of general and administrative income as of December 31, 2015.Consolidation scopeCreation of Criteo MEA FZ LLC (Dubai), Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi. (Turkey) and Criteo Canada Corp. (Canada)These new subsidiaries are 100% held and controlled by the Company. They are included in the Company’s consolidation scope as of December 31,2015, but their contribution to the Consolidated Financial Statements is not material.Changes in Group fundingAmendment to Chinese revolving loan facilityIn October 2014, we entered into a revolving loan facility with HSBC to support the development of our Chinese subsidiary for a total amount ofRMB15.0 million. This facility was increased to RMB 40.0 million in May 2015 (note 14). At December 31, 2015, RMB 25 million ($3.9 million) is drawn.Group Revolving Credit FacilityOn September 24, 2015, Criteo S.A. entered into a Multicurrency Revolving Facility Agreement with BNP Paribas, Crédit Lyonnais (LCL), HSBCFrance, Natixis and Société Générale Corporate & Investment Banking, as mandated lead arrangers and bookrunners, pursuant to which the lenders havecommitted to provide a €250 million (or its equivalent in U.S. dollars being $272 million or, subject to the satisfaction of certain conditions, other optionalcurrencies) unsecured revolving credit facility to the Group for general corporate purposes of the group and its subsidiaries, including the funding of businesscombinations. The implementation fees totaling $2.1 million (€1.9 million) are spread over the term, which is five years. Loans pursuant to the facility willbear interest at a rate equal to the sum of the relevant benchmark rate (being EURIBOR for loans in Euros and LIBOR for loans in U.S. dollars), plus a variablemargin (adjusted on the basis of the leverage ratio) plus mandatory costs (if any) of the lenders. The Agreement contains customary mandatory prepaymentevents, indemnities, representations, covenants (including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence ofadditional indebtedness) and events of default.F-19Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 3. Financial Risk ManagementCredit RiskThe maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets, and summarized inthe following table: Year Ended December 31, 2014 2015 (in thousands)Cash and cash equivalents$351,827 $353,537Trade receivables, net of allowances192,595 261,581Other current assets25,517 45,582Non-current financial assets11,527 17,184Total$581,466$677,884As of December 31, 2015 and 2014, no customer accounted for 10% or more of trade receivables.We perform ongoing credit evaluations of our customers and do not require collateral. We maintain an allowance for estimated credit losses. During theyears ended December 31, 2015 and 2014 , our net change in allowance for doubtful accounts was $2.3 million and $1.4 million, respectively.Trade ReceivablesCredit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time. We perform internal ongoingcredit risk evaluations of our clients. When a possible risk exposure is identified, we require prepayments.For each period presented, the aging of trade receivables and allowances for potential losses is as follows: Year Ended December 31, 2014 2015 Gross value % Allowance % Gross value % Allowance % (in thousands) (in thousands) (in thousands) (in thousands) Not yet due$140,859 71.7% $39 (1.0)% $193,603 72.2% $— —0 - 30 days$38,436 19.6% $— — % $53,803 20.1% $— —31 - 60 days$7,521 3.8% $(60) 1.5 % $8,287 3.1% $— —61 - 90 days$2,661 1.3% $(64) 1.6 % $2,574 1.0% $(2) —%> 90 days$7,048 3.6% $(3,845) 97.9 % $9,578 3.6% $(6,262) 100.0%Total$196,525 100.0% $(3,930) 100.0 % $267,845 100.0% $(6,264) 100.0%Cash and Cash EquivalentsCash and cash equivalents are exclusively invested in secure investments such as interest-bearing term deposits.F-20Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Market RiskForeign Currency RiskA 10% increase or decrease of the Sterling Pound, the Euro, the Japanese Yen or the Brazilian Real against the U.S. dollar would have impacted theConsolidated Statements of Income in Equity including non-controlling interests as follows: Year Ended December 31, 2013 2014 2015 (in thousands)GBP/USD+10% -10% +10% -10% +10% -10%Net income impact$(384) 384 $207 $(207) 14 (14) Year Ended December 31, 2013 2014 2015 (in thousands)BRL/USD+10% -10% +10% -10% +10% -10%Net income impact$(801) $801 $(111) $111 $(788) $788 Year Ended December 31, 2013 2014 2015 (in thousands)JPY/USD+10% -10% +10% -10% +10% -10%Net income impact84 (84) 260 (260) 529 (529) Year Ended December 31, 2013 2014 2015 (in thousands)EUR/USD+10% -10% +10% -10% +10% -10%Net income impact$1,620 $(1,620) $4,916 $(4,916) $5,794 $(5,794)Counter Party RiskAs of December 31, 2015, we show a positive net cash position. Since 2012, we have utilized a cash pooling arrangement, reinforcing cashmanagement centralization. Investment and financing decisions are carried out by our internal treasury function. We only deal with counterparties with highcredit ratings. In addition, under our Investment and Risk Management Policy, investments performed by Criteo with a single counterparty shall not exceed25% of the total invested portfolio no matter the rating of such counterparty.F-21Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Liquidity Risk Year Ended December 31, 2014 Carrying value Contractual cash flows Less than 1 year 1 to 5 years 5 years + (in thousands)Trade payables$164,579 $164,579 $164,579 $— $—Other current liabilities77,362 77,362 77,362 — —Financial liabilities14,780 15,111 8,999 4,655 1,457Operating lease arrangements— 79,332 16,139 57,564 5,629Total$256,721 $336,384 $267,079 $62,219 $7,086 Year Ended December 31, 2015 Carrying value Contractual cash flows Less than 1 year 1 to 5 years 5 years + (in thousands)Trade payables$246,382 $246,382 $246,382 $— $—Other current liabilities88,269 88,269 88,269 — —Current and non - current financialliabilities10,428 10,779 7,254 3,183 342Operating lease arrangements— 252,429 60,697 144,604 47,128Total$345,079 $597,859 $402,602 $147,787 $47,470F-22Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 4. Categories of Financial Assets and Financial LiabilitiesFinancial AssetsThe following schedules disclose our financial assets categories for the presented periods: Year Ended December 31, 2014 Carrying Value Loans and receivables Assets designated atFVTPL (1) Fair value (in thousands)Cash and cash equivalents$351,827 $— $351,827 $351,827Trade receivables, net of allowances192,595 192,595 — 192,595Other current assets25,517 25,517 — 25,517Financial assets11,527 11,527 — 11,527Total$581,466 $229,639 $351,827 $581,466(1)Fair value through profit or loss. Year Ended December 31, 2015 Carrying Value Loans and receivables Assets designated atFVTPL (1) Fair value (in thousands)Cash and cash equivalents$353,537 $— $353,537 $353,537Trade receivables, net of allowances261,581 261,581 — 261,581Other current assets45,582 45,582 — 45,582Financial assets17,184 17,184 — 17,184Total$677,884 $324,347 $353,537 $677,884(1)Fair value through profit or loss.Financial Liabilities Year Ended December 31, 2014 Carrying Value Amortized Cost Liabilities designated atFVTPL (1) Fair value (in thousands)Trade Payables$164,579 $164,579 $— $164,579Other Current liabilities77,362 77,362 — 77,362Financial liabilities14,780 14,037 743 14,780Total$256,721 $255,978 $743 $256,721(1)Fair value through profit or loss.F-23Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Year Ended December 31, 2015 Carrying Value Amortized Cost Liabilities designated atFVTPL (1) Fair value (in thousands)Trade Payables$246,382 $246,382 $— $246,382Other Current liabilities88,269 88,269 — 88,269Financial liabilities10,428 9,876 552 10,428Total$345,079 $344,527 $552 $345,079(1) Fair value through profit or loss.Fair Value MeasurementsWe measure the fair value of our cash equivalents, which include money market funds and interest bearing deposits, as level 1 and level 2measurements because they are valued using quoted market prices and observable market data, respectively.Financial liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. Theseinstruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.Note 5. Cash and Cash EquivalentsThe following table presents for each reported period, the breakdown of cash and cash equivalents: Year Ended December 31, 2014 2015 (in thousands)Money market funds$156,708 $54,188Interest-bearing bank deposits24,961 114,127Cash and cash equivalents170,158 185,222Total Cash and cash equivalents$351,827 $353,537The short-term investments included investments in money market funds and interest –bearing bank deposits which met ASC 230—Statement of Cashflows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant.F-24Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 6. Trade ReceivablesThe following table shows the breakdown in trade receivables net book value for the presented periods: Year Ended December 31, 2014 2015 (in thousands)Trade accounts receivables196,525 267,845(Less) Allowance for doubtful accounts(3,930) (6,264)Net book value at end of period$192,595 $261,581Changes in allowance for doubtful accounts are summarized below: Year Ended December 31, 2013 2014 2015 (in thousands)Balance at beginning of period$(1,298) $(2,529) $(3,930)Allowance for doubtful accounts(1,301) (2,248) (2,660)Reversal of provision346 910 —Change in consolidation scope(166) (450) (99)Currency translation adjustment(110) 387 425Balance at end of period$(2,529) $(3,930) $(6,264)Note 7. Other Current AssetsThe following table shows the breakdown in other current assets net book value for the presented periods: Year Ended December 31, 2014 2015 (in thousands)Prepayments to suppliers$663 $2,774Employee-related receivables12 94Taxes receivables19,545 29,552Other debtors1,275 3,687Prepaid expenses4,022 9,475Gross book value at end of period25,517 45,582(Less) Allowance for doubtful accounts— —Net book value at end of period$25,517 $45,582Taxes receivables are primarily composed of VAT receivables and research tax credit receivables. Prepaid expenses mainly consist of office rentaladvance payments.F-25Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 8. Property, Plant and EquipmentChanges in net book value during the presented periods are summarized below: Fixtures andfittings Furniture andequipment Construction inProgress Total (in thousands)Net book value at January 1, 2014$1,599 $31,462 $1,025 $34,086Additions to tangible assets1,942 41,247 2,357 45,546Disposal of tangible assets(81) (127) — (208)Depreciation expense(794) (22,530) — (23,324)Finance leases— 122 — 122Change in consolidation scope65 49 (29) 85Currency translation adjustment(230) (3,642) (196) (4,068)Transfer into service— 810 (810) —Net book value at December 31, 20142,501 47,391 2,347 52,239Gross book value at end of period3,657 84,014 2,347 90,018Accumulated depreciation and impairment at end of period(1,156) (36,623) — (37,779)Net book value at January 1, 20152,501 47,391 2,347 52,239Additions to tangible assets13,408 50,849 3,990 68,247Disposal of tangible assets net of accumulated depreciation(53) (48) — (101)Depreciation expense(1,840) (32,487) — (34,327)Finance leases— — — —Change in consolidation scope31 87 — 118Currency translation adjustment(488) (2,936) (270) (3,694)Transfer into service784 677 (1,461) —Net book value at December 31, 2015$14,343 $63,533 $4,606 $82,482Gross book value at end of period15,948 125,968 — 146,522Accumulated depreciation and impairment at end of period(1,605) (62,435) — (64,040)The increase in property plant and equipment (gross book value and accumulated depreciation) mainly includes server equipment in the French,United States, Japanese and Singaporean subsidiaries where the Company’s data centers are located as well as fit out of new office locations in London, NewYork, Boston and Palo Alto. F-26Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 9. Intangible assetsChanges in net book value during the presented periods are summarized below: Software Technologyandcustomerrelationships Constructionin Progress Total (in thousands)Net book value at January 1, 2014$7,141 $1,994 $— $9,135Additions to intangible assets2,705 — 371 3,076Disposal of intangible assets— — (8) (8)Amortization expense(4,022) (3,867) — (7,889)Change in consolidation scope21 10,274 8 10,303Currency translation adjustment(723) (1,045) (28) (1,796)Transfer into service— — — —Net book value at December 31, 20145,122 7,356 343 12,821Gross book value at end of period11,159 11,354 343 22,856Accumulated depreciation andimpairment at end of period(6,037) (3,998) — (10,035)Net book value at January 1, 20155,122 7,356 343 12,821Additions to intangible assets5,645 554 1,172 7,371Disposal of intangible assets— — — —Amortization expense(3,631) (6,604) — (10,235)Change in consolidation scope1 7,800 — 7,801Currency translation adjustment(570) (666) (52) (1,288)Transfer into service314 — (314) —Net book value at December 31, 2015$6,881 $8,440 $1,149 $16,470Gross book value at end of period15,863 18,538 1,151 35,552Accumulated depreciation andimpairment at end of period(8,982) (10,098) — (19,080)Additions to software consist mainly of Microsoft, SAP and Kyriba (new treasury management system) licenses. Additions to technology and customersrelationships relate to Datapop identified intangibles further to the purchase price allocation (classified under “Change in consolidation scope”).Amortization on technology and customers relationships concern Datapop, Tedemis and Ad-X Limited ("Ad-X") intangibles resulting from businesscombinations, including the accelerated amortization expense of Tedemis cookie pool for $1.3 million.F-27Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As of December 31, 2015, expected amortization expense for intangible assets in service for the next five years and thereafter is as follows (in thousands: Software Technologyand customerrelationships Total20164,015 2,254 6,26920172,262 1,979 4,24120181,950 1,400 3,3502019213 687 9002020— 561 561Thereafter— — —Total$8,440 $6,881 $15,321Note 10. Non-Current Financial AssetsNon-current financial assets are mainly composed of (i) an interest-bearing bank deposit amounting to $6.1 million, which is pledged to the benefit of abank in order to secure the first-demand bank guarantee in connection with our headquarters premises, (ii) guarantee deposits for office rentals and bankdeposits resulting from drawings on our loan agreements with Bpifrance Financement (French Public investment bank) for an aggregate amount of $11.1million. The main changes in non-current financial assets in the period are due to new guarantee deposits for office rentals in New York, Boston and London.F-28Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 11. Goodwill Goodwill (in thousands)Balance at January 1, 2014$5,780Additions to goodwill25,455Disposal of goodwill—Currency translation adjustment(3,379)Impairment expense—Balance at December 31, 201427,856Additions to goodwill16,695Disposal of goodwill—Currency translation adjustment(2,578)Impairment expense—Balance at December 31, 2015$41,973On February 17, 2015, we acquired all of the outstanding shares of DataPop, Inc., a Los Angeles-based company specializing in the optimization ofshopping campaigns on large search engines. The total consideration paid was $ 22.0 million ($3.7 million as cash advances and $18.3 million for theacquisition of shares). As a result of the purchase price allocation, a technology asset of $7.8 million was identified. Residual goodwill has been valued at$16.7 million. Acquisition costs amounting to $0.6 million were fully expensed as incurred.On April 7, 2014, we acquired all the outstanding shares of AdQuantic, a bidding technology company headquartered in Paris. The total considerationpaid for the acquisition was $4.1 million (€3.0 million) paid in cash at the acquisition date. Consequently, as of December 31, 2014, further to the purchaseprice allocation, goodwill was recognized for $3.9 million (€2.8 million) corresponding to the workforce and know-how acquired. Acquisition costsamounting to $0.1 million (€0.1 million) were fully expensed as incurred.On February 19, 2014, we acquired all the outstanding shares of Tedemis, a leading provider of realtime personalized email marketing solutions thathelp advertisers turn web visitors into customers. The total consideration paid for the acquisition was $29 million (€21.0 million) composed as follows: $23.4million (€17.0 million) paid in cash at the acquisition date and $5.5 million (€4.0 million) as deferred consideration, contingent upon certain milestones overa 2 year period. As of December 31, 2014, further to the purchase price allocation the following assets have been identified: technology for $3.9 million (€2.8million), cookie pool for $6.3 million (€4.6 million) and related deferred taxes for $3.2 million (€2.3 million). Residual goodwill has been valued at $21.6million (€15.6 million). Acquisition costs were fully expensed as incurred for a total amount of $0.5 million (€0.4 million) (of which $0.1 million (€0.1million) was incurred during the period ended December 31, 2013).On July 11, 2013, Criteo completed the acquisition of all the outstanding shares of Ad-X, an English mobile analytics and attribution technologycompany that allows businesses to track, monitor and create reports with respect to online display advertising campaign performance on mobile devices andapplications. The total consideration paid for the acquisition was $12.4 million (£7.9 million), composed as follows: $7.4 million (£4.7 million) paid in cashat the acquisition date, $0.5 million (£0.3 million) paid by installments to one of the sellers with no condition of continued employment, considered as partof the initial purchase price, $4.5 million (£2.9 million) paid by installments at anniversary dates to the sellers unless their employment terminates,considered as post-acquisition compensation expenses. As of December 31, 2013, further to the purchase price allocation, the following assets have beenidentified: customer relationships for $0.9 million (£0.6 million), technology for $1.5 million (£0.9 million), deferred taxes for $0.5 million (£0.3 million).Residual goodwill has been valued at $5.8 million (£3.5 million). Post-combination remuneration expenses of $3.2 million were recorded and are presentedas R&D personnel expenses. Acquisition costs amounting to $0.4 million (£0.3 million) were fully expensed as incurred.Identified intangibles assets are amortized and an impairment test is performed on the goodwill annually.F-29Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 12. ContingenciesChanges in provisions during the presented periods are summarized below: Provision foremployee relatedlitigationProvision for taxrelated litigationOtherprovisionsTotal (in thousands)Balance at January 1, 2013$469$676$—$1,145Charges439——439Provision used—(3)—(3)Provision released not used(127)——(127)Change in consolidation scope94244—338Currency translation adjustments(94)(90)—(184)Other—(235)—(235)Balance at January 1, 2014$781$592$—$1,373Charges20044388632Provision used(487)——(487)Provision released not used(186)(541)—(727)Change in consolidation scope————Currency translation adjustments(72)(51)—(123)Other————Balance at December 31, 2015$236$44$388$668 - of which current$236$44$388$668 - of which non-current$—$—$—$—The amount of the provisions represent the management’ best estimate of the future outflow. Provisions are mainly in relation to employee relatedlitigations and other provisions which consist of estimated restoration costs following the end of leases in 2015. The remaining provisions are for taxcontingencies. In 2011 we underwent a tax inspection covering the fiscal years 2008 and 2009. At the end of 2011, we received a tax assessment notice forwhich a provision was recognized for €0.5 million ($0.7 million). Further to another tax inspection in 2013, no significant reassessment was received. Theprovision was maintained as of December 31, 2013 and 2014 but released upon receipt of the tax notification as of December 31, 2015.F-30Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 13. Other Current LiabilitiesOther current liabilities are presented in the following table: Year Ended December 31, 2014 2015 (in thousands)Clients' prepayments$4,082 $6,244Employee-related payables31,342 42,275Taxes payable28,799 30,463Accounts payable relating to capital expenditures12,598 8,037Other creditors105 1,091Deferred revenue436 159Total$77,362 $88,269Note 14. Financial LiabilitiesThe changes in current and non-current financial liabilities during the periods ended December 31, 2014 and December 31, 2015 are illustrated in thefollowing schedules: As ofDecember 31,2013 Newborrowings Repayments Change inscope Other(1) Currencytranslationadjustment As ofDecember 31,2014 (in thousands)Borrowings $6,487 $5,610 $(6,158) $996 $1,962 $(890) $8,007Financial liabilitiesrelating to financeleases 292 — (344) — 370 (36) 282Other financialliabilities 244 512 (240) 27 (55) 488Financialderivatives 142 — — — 675 (74) 743Financial liabilities -current portion 7,165 6,122 (6,742) 996 3,034 (1,055) 9,520Borrowings 8,152 18 — — (2,349) (777) 5,044Financial liabilitiesrelating to financeleases 287 — — — (248) (14) 25Other financialliabilities — — — — 208 (17) 191Financial liabilities -non current portion 8,439 18 — — (2,389) (808) 5,260Borrowings 14,639 5,628 (6,158) 996 (387) (1,667) 13,051Financial liabilitiesrelating to financeleases 579 — (344) — 122 (50) 307Other financialliabilities 244 512 (240) — 235 (72) 679Financialderivatives 142 — — — 675 (74) 743Total $15,604 $6,140 $(6,742) $996 $645 $(1,863) $14,780 (1) Includes reclassification from non-current to current portion based on maturity of the financial liabilities.F-31Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. As of December 31,2014 New borrowings Repayments Change inscope Other (1) Currencytranslationadjustment As ofDecember 31, 2015 (in thousands)Borrowings$8,007 $4,023 $(8,716) $1,796 $1,599 $(736) $5,973Financial liabilities relating tofinance leases282 — (258) — 24 (25) 23Other financial liabilities488 — (1,000) 1,000 174 (54) 608Financial derivatives743 — — — (116) (75) 552Current portion9,520 4,023 (9,974) 2,796 1,681 (890) 7,156Borrowings5,044 — — — (1,275) (497) 3,272Financial liabilities relating tofinance leases25 — — — (24) (1) —Other financial liabilities191 — — — (174) (17) —Non current portion5,260 — — — (1,473) (515) 3,272Borrowings13,051 4,023 (8,716) 1,796 324 (1,233) 9,245Financial liabilities relating tofinance leases307 — (258) — — (26) 23Other financial liabilities679 — (1,000) 1,000 — (71) 608Financial derivatives743 — — — (116) (75) 552Total$14,780 $4,023 $(9,974) $2,796 $208 $(1,405) $10,428 (1) Includes reclassification from non-current to current portion based on maturity of the financial liabilities.F-32Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.We are party to several loan agreements and revolving credit facilities, or RCF, with third-party financial institutions. Our loans and RCF agreementsare presented in the table below: Nominal/Authorized amounts Amount drawn as of 12/31/2015(RCF only) Nature(in thousands) Interest rate Settlement date Central loan agreements LCL Loan June 7, 2013€8,000 N/A Fixed: 2.30% June 7, 2016BPI Loan February 20, 2014€3,000 N/A Fixed: 2.09% May 31, 2021Central RCF BPI RCF February 20, 2014€2,000 €50 Floating rate: EURIBOR3M + 0.7% February 28, 2017Bank Syndicate RCF September 24, 2015€250,000 €— Floating rate: EURIBOR /LIBOR + margindepending on leverageratio September 23, 2020China RCF HSBC RCF May 12, 2015RMB 40,000 RMB 25,000 Floating rate: + 10% N/AIn September 2015, Criteo entered into a five year revolving credit facility for financing general corporate purposes, including acquisitions, for amaximum amount of €250 million ($272.2 million), with a bank syndicate composed of Natixis (coordinator and documentation agent), Le Credit Lyonnais(LCL) (facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as bookrunners andmandated lead arrangers). This multi-currency revolving credit facility bears interest rate at Euribor or the relevant Libor plus a variable margin (adjusted onthe basis of the leverage ratio). As of December 31, 2015, no amounts had been drawn.We are party to one loan agreement with Le Credit Lyonnais, or LCL, to finance certain capital expenditures. The outstanding principal and interest arepayable in equal monthly installments and mature in June 2016. At December 31, 2015, there was €1.4 million ($1.5 million) outstanding on the LCL loan.In February 2014, we entered into a agreement with Bpifrance Financement (French Public Investment Bank) to support our development. This is afixed rate seven-year term loan for €3 million ($3.3 million) which will be amortized quarterly after a two-year grace period.In February 2014 we also entered into a three-year RCF with Bpifrance Financement (French Public Investment Bank). Upon origination, thisagreement allowed for a maximum amount of €3.0 million ($3.3 million) in the first year, decreasing by €1.0 million ($1.1 million) in each subsequent year.As of December 31, 2015, we are authorized to draw €2.0 million ($2.2 million). The interest rate is Euribor 3 months plus a 0.70% margin. A 0.30%commitment fee is due on a quarterly basis depending on the amount used. At December 31, 2015, €0.1 million ($0.1 million) had been drawn.F-33Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In October 2014, and as amended in May 2015, we entered into a revolving loan facility with HSBC to support the development of our Chinesesubsidiary for a total amount RMB 40.0 million ($6.2 million). Interest is determined at a rate equal to the benchmark lending rate effective on the loandrawdown date promulgated by the People’s Bank of China with a 10% mark up and payable when the loan matures. At December 31, 2015, RMB 25.0million ($5.6 million) have been drawn.All of these loans are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with theexception of the September 2015 revolving credit facility which contains covenants, including compliance with a total net debt to adjusted EBITDA ratioand restrictions on the incurrence of additional indebtedness. At December 31, 2015, we were in compliance with the required leverage ratio.The following tables show the maturity and allocation by currency of our financial liabilities and cash and cash equivalents. Maturity Carryingvalue 2016 2017 2018 2019 2020 2021 (in thousands)Borrowings $9,245 $5,973 $843 $796 $653 $653 $327Financial liabilities relating to finance leases 23 23 — — — — —Other financial liabilities 608 608 — — — — —Financial derivatives 552 552 — — — — —Financial liabilities 10,428 7,156 843 796 653 653 327Cash and cash equivalents 353,537 353,537 — — — — — Currency Carrying value EUR GBP USD CNY JPY KRW Other (in thousands)Borrowings$9,245 $5,349 $— $— $3,896 $— $— $—Financial liabilities relating to financeleases23 23 — — — — — —Other financial liabilities608 608 — — — — — —Bank overdrafts— — — — — — — —Financial derivatives552 552 — — — — — —Financial liabilities10,428 6,532 — — 3,896 — — —Cash and cash equivalents353,537 283,301 4,923 21,158 2,855 17,195 2,537 21,568F-34Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 15. Employee BenefitsDefined Benefit PlansAccording to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.The following table summarizes the changes in the projected benefit obligation: Year Ended December 31, 2013 2014 2015 (in thousands)Projected benefit obligation present value—beginning ofperiod$768 $1,276 $1,245Service cost373 492 441Interest cost20 33 22Actuarial losses (gains)63 (512) (128)Change in consolidation scope— 119 —Currency translation adjustment52 (163) (135)Projected benefit obligation present value—end of period$1,276 $1,245 $1,445The Company does not hold any plan assets for any of the periods presented. The reconciliation of the changes in the present value of projected benefitobligation with the Consolidated Statements of Income for the presented periods is illustrated in the following table: Year Ended December 31, 2013 2014 2015 (in thousands)Service cost$(384) $(504) $(441)Interest cost(20) (33) (22)Actuarial gains (losses)(63) 512 128Total defined benefits plan expenses(467) (25) (335)Of which: Accumulated other comprehensive income(63) 512 128Amortization of net loss (gain)11 12 —Research and development expenses(145) (167) (163) Sales and operations expenses(139) (187) (153)General and administrative expenses(89) (137) (125)Financial income (expense)$(20) $(33) $(22)F-35Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The main assumptions used for the purposes of the actuarial valuations are listed below: Year Ended December 31, 2013 2014 2015Discount rate (Corp AA)3.2% 1.5% 2.5%Expected rate of salary increase5.0% 5.0% 5.0%Expected rate of social charges44.0% 44.0% - 47.6% 48.0% - 51.0%Expected staff turnover0 - 10% 0 - 15% 0 - 15%Estimated retirement age65 years old 65 years old 65 years oldLife tableINSEE - 2003 - 2005 INSEE - 2007 - 2009 TGHF 2005Defined Contribution PlansThe total expense recognized in the Consolidated Statements of Income represents contributions payable to these plans by us at specified rates.The Group makes earnings-related payments, in accordance with local customs, to the national organizations responsible for paying pensions andsimilar financial benefits. The main contributions concern France, the United States for 401k plans and the United Kingdom. Year Ended December 31, 2013 2014 2015 (in thousands)Defined contributions plans included in personnelexpenses$(4,154) $(6,522) $(8,320)F-36Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 16. Common sharesWe manage our capital to ensure that entities in the Company will be able to continue as a going concern while maximizing the return to stakeholdersthrough the optimization of the debt and equity balance.Our capital structure consists of financial liabilities (as detailed in Note 14 offset by cash and bank balances) and equity (comprising issued capital,reserves, retained earnings and non-controlling interests).We are not subject to any externally imposed capital requirements.Issued CapitalAs of December 31, 2015, the Parent’s share capital was composed of 62,470,881 ordinary shares, each with a nominal value of €0.025, i.e. a totalamount of €1.6 million, or $2.1 million.Change in Number of Shares Number of ordinary sharesBalance at January 1, 201456,856,070Issues of shares under capital increase in cash (1)525,000Issues of shares under share option plans (2)3,521,625Balance at December 31, 201460,902,695Issues of shares under share option plans (3)1,568,186Balance at December 31, 201562,470,881(1) Adopted by Criteo S.A. General Meeting of Shareholders on June 18, 2014 and approved by the Board of Directors on March 21, 2014.(2) .Adopted by the Board of Directors on January 29, 2014, March 4, 2014, April 23, 2014, July 30, 2014 and December 4, 2014.(3) .Adopted by the Board of Directors on January 29, 2015, March 19, 2015, April 30, 2015, July 30, 2015, October 29, 2015 and December 17, 2015.F-37Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 17. Nature of Expenses Allocated by FunctionNature of Expenses Allocated to Cost of Revenue Year Ended December 31, 2013 2014 2015 (in thousands)Traffic acquisition cost$(351,759) $(585,492) $(789,152)Other cost of revenue(29,150) (47,948) (62,201)Hosting costs(16,166) (24,780) (30,428)Depreciation and amortization(10,417) (21,455) (29,866)Data acquisition(2,067) (600) (257)Other cost of sales(500) (1,113) (1,650)Total cost of revenue$(380,909) $(633,440) $(851,353)Nature of Expenses Allocated to Research and Development Year Ended December 31, 2013 2014 2015 (in thousands)Personnel expenses$(31,637) $(40,075) $(58,075)Personnel expense excluding shared-based payment and research tax credit(31,486) (41,456) (54,941)Share based compensation(2,721) (3,682) (6,520)Research tax credit2,570 5,063 3,386Other cash operating expenses(9,970) (14,888) (21,081)Subcontracting and other headcount related costs(5,090) (8,218) (12,592)Rent and facilities costs(4,431) (5,765) (7,107)Consulting and professional fees(405) (765) (1,201)Marketing costs(36) (97) (161)Other(8) (43) (20)Other non-cash operating expenses(1,109) (5,112) (7,651)Depreciation and amortization(1,215) (4,949) (7,995)Net change in other provisions106 (163) 344Total research and development expenses$(42,716) $(60,075) $(86,807)F-38Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Nature of Expenses Allocated to Sales and Operations Year Ended December 31, 2013 2014 2015 (in thousands)Personnel expenses$(67,726) $(119,609) $(150,426)Personnel expense excluding shared-based payment(64,007) (107,318) (138,748)Share based compensation(3,719) (12,291) (11,678)Other cash operating expenses(38,754) (52,077) (71,034)Subcontracting and other headcount related costs(12,336) (17,363) (20,856)Rent and facilities costs(8,776) (15,684) (25,542)Marketing costs(4,271) (9,443) (12,478)Other(13,371) (9,587) (12,158)Other non-cash operating expenses(3,473) (5,241) (8,070)Depreciation and amortization(2,379) (3,664) (5,178)Net change in provisions for doubtful receivables(955) (1,342) (2,660)Net change in other provisions(139) (235) (232)Total sales and operations expenses$(109,953) $(176,927) $(229,530)Nature of Expenses Allocated to General and Administrative Year Ended December 31, 2013 2014 2015 (in thousands)Personnel expenses$(20,036) $(29,734) $(37,670)Personnel expense excluding shared-based payment(17,346) (26,106) (31,879)Share based compensation(2,690) (3,628) (5,791)Other cash operating expenses(20,444) (33,430) (41,814)Subcontracting and other headcount related costs(9,984) (17,452) (19,963)Rent and facilities costs(3,236) (4,731) (6,475)Consulting and professional fees(6,505) (10,094) (12,921)Other(719) (1,153) (2,455)Other non-cash operating expenses(1,202) (1,559) 339Depreciation and amortization(752) (1,145) (1,526)Net change in other provisions(450) (414) (353)Other— — 2,218Total general and administrative expenses$(41,682) $(64,723) $(79,145)F-39Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 18. Allocation of Personnel ExpensesAllocation of Personnel Expenses By Function Year Ended December 31, 2013 2014 2015 (in thousands)Research and development expenses$(31,637) $(40,075) $(58,075)Sales and operations expenses(67,726) (119,609) (150,426)General and administrative expenses(20,036) (29,734) (37,670)Total personnel expenses$(119,399) $(189,418) $(246,171)Allocation of Personnel Expenses by Nature Year Ended December 31, 2013 2014 2015 (in thousands)Wages and salaries$(82,884) $(128,736) $(170,079)Severance pay(1,118) (2,469) (1,343)Social charges(23,156) (38,814) (47,176)Other social expenses(1,868) (3,178) (6,033)Acquisition-related deferred price consideration(3,137) (950) (324)Share based compensation(9,130) (19,601) (23,989)Profit sharing(676) (733) (613)Research tax credit (classified as a reduction of R&D expenses)2,570 5,063 3,386Total personnel expenses$(119,399) $(189,418) $(246,171)F-40Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 19. Share-Based CompensationShare Options Plans and Employee Warrants Grants (BSPCE)The Board of Directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts deCréateur d’Entreprise or “BSPCE”) and to implement share options plans as follows:•Issuance of 2,112,000 BSPCE, authorized at the General Meeting of Shareholders on October 24, 2008, making available up to 2,112,000 BSPCEuntil April 24, 2010 (“Plan 1”);•Issuance of 1,472,800 BSPCE, authorized at the General Meeting of Shareholders on April 16, 2009, making available up to 1,472,800 BSPCEuntil October 16, 2010 (“Plan 2”);•1,584,000 Share Options, authorized at the General Meeting of Shareholders on September 9, 2009, making available up to 1,584,000 shareoptions until November 8, 2012. This Plan has been amended at the General Meeting of Shareholders on November 16, 2010, making availableup to 2,700,000 share options or BSPCE (“Plan 3”);•Issuance of 361,118 BSPCE, granted to Criteo co-founders at the General Meeting of Shareholders on April 23, 2010 (“Plan 4”);•2,800,000 BSPCE or Share Options (Options de Souscription d'Actions or “OSA”), authorized at the General Meeting of Shareholders onNovember 18, 2011, making available up to 2,800,000 share options or BSPCE (“Plan 5”);•1,654,290 BSPCE or Share Options, authorized at the General Meeting of Shareholders on September 14, 2012, making available up to1,654,290 share options or BSPCE (“Plan 6”).•6,627,237 BSPCE or Share Options, authorized at the General Meeting of Shareholders on August 2, 2013, making available up to 6,627,237share options or BSPCE (“Plan 7”).•9,935,710 Share Options, authorized at the General Meeting of Shareholders on June 18, 2014, making available up to 9,935,710 share options(“Plan 8”). The Board of Directors has also authorized free shares/restricted stock units (RSU) to Criteo employees under presence condition andto certain senior managers, employees and members of the Management, subject to the achievement of internal performance objectives andpresence condition.Upon exercise of the BSPCE or OSA, or the vesting of the RSU we offer beneficiaries newly issued ordinary shares of the Parent.The BSPCE and OSA may be exercised by the beneficiary on the basis of the following vesting schedule for the Plans 1, 2 and 3:•up to one third (1/3) of the BSPCE on the first anniversary of the date of grant;•up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the date of grant, and this during twenty-four(24) months thereafter; and•at the latest within ten (10) years from the date of grant.For the Plan 3 amended to Plan 8, the vesting schedule is as follows:•up to one fourth (1/4) of the BSPCE/share options on the first anniversary of the date of grant;•up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six(36) months thereafter; and•at the latest within ten (10) years from the date of grant.The vesting schedule for the RSU is as follows :•50% at the expiration of a two year periodF-41Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.•6.25% at the expiration of each quarter following the first two years-period during twenty four (24) months.When the Company was not listed, exercise prices were determined by reference to the latest capital increase as of the date of grant, unless the Board ofDirectors decided otherwise. Since our initial public offering, exercise prices are determined by reference to the closing share price the day before the date ofthe grant if higher than a floor value of 95% of the average of the closing share price for the last 20 trading days.Details of BSPCE / OSA / RSU plans Plans 1 & 2 Plan 3 Plan 4 Plan 5 Plan 6 Plan 6 Plan 7 Plan 8Dates ofgrant(Boards ofDirectors) Oct 24,2008 - Sept14, 2010 Sept 9,2009 - Sept21, 2011 April23,2010 Nov 18,2011 Oct 25,2012 Oct 25, 2012-April 18,2013 Sept 3, 2013 -April 23, 2014 July 30, 2014 -Dec 17, 2015Vestingperiod 3 years 3-4 years None 4 years 1 year 4-5 years 4 Years 4 Years4 YearsContractuallife 10 years 10 years 10 years 10 years 10 years 10 years 10 years 10 years—Expectedoption life 8 years 8 years 8 years 8 years 8 years 8 years 6-8 years 6 years—Number ofoptionsgranted 1,819,120 4,289,940 361,118 1,184,747 257,688 1,065,520 2,317,374 3,889,5081,103,405Type : ShareOption(S.O.) /BSPCE BSPCE BSCPCE &OSA BSPCE BSCPCE& OSA BSPCE BSPCE &OSA BSCPCE &OSA OSARSUShareentitlementper option 1 1 1 1 1 1 1 11Exerciseprice €0.45-€2.10 €0.20-€5.95 €2.10 €5.95 €8.28 €8.28-€10.43 €12.08-€38.81 €22.95-€47.47—Valuationmethod Black & ScholesGrant dateshare fairvalue €0.20-€0.70 €0.20-€4.98 €2.10 €4.98 €6.43 €5.45-€6.43 €12.08-€38.81 €22.50-€47.47€35.18-€35.58Expectedvolatility (1) 53.0%-55.7% 55.2%-57.8% 55.2% 52.1%-52.9% 50.2% 49.6%-50.2% 44.2%-50.1% 39.4%-44.5%—Discountrate (2) 2.74%-4.10% 2.62%-3.76% 3.40% 2.79%-3.53% 2.20% 1.80%-2.27% 1.20%-2.40% 0.16%-0.71%—Expecteddividends — — — — — — — ——Performanceconditions No Yes (A) No No Yes (B) No No NoYes (C)Fair valueper option €0.08-€0.45 €0.08-€2.88 €1.33 €2.75-€2.85 €3.28 €3.28-€5.83 €6.85-€16.90 €9.47-€17.97€35.18-€35.58(1) Based on similar listed entities.(2) Based on Obligation Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).(A) Options subject to performance condition: Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenueexcluding traffic acquisition costs targets that were met in 2012.(B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders. The conditions of exercise of these BSPCE are linked to afuture liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur afterMarch 31, 2014. Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one-yearperiod. This assumption was confirmed in 2013.(C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers,employees and members of the Management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known atDecember 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.F-42Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Change in Number of BSPCE / OSA / RSU Plans1 & 2 Plan 3 Plan 4 Plan 5 Plan 6 Plan 7 Plan 8 RSUs TotalBalance at January 1,2013 2,903,442 6,787,879 902,796 5,217,906 1,119,724 — — — 16,931,747Effect of August 2, 20132-for-5 reverse sharesplit (1,742,065) (4,069,726) (541,678) (3,130,744) (671,835) — — — (10,156,048)Granted — — — — 873,880 1,565,584 — — 2,439,464Exercised (26,640) (320,698) — (74,282) (13,850) — — — (435,470)Forfeited — (63,692) — (83,581) (103,671) (10,440) — — (261,384)Expired — — — — — — — — —Balance at December31, 2013 1,134,737 2,333,763 361,118 1,929,299 1,204,248 1,555,144 — — 8,518,309Granted — — — — — 749,330 2,267,774 — 3,017,104Exercised (930,660) (1,315,733) (273,559) (337,352) (271,520) (47,019) — — (3,175,843)Forfeited — (82,439) — (407,222) (42,928) (440,320) (30,820) — (1,003,729)Expired — — — — — — — — —Balance at December31, 2014 204,077 935,591 87,559 1,184,725 889,800 1,817,135 2,236,954 — 7,355,841Granted — — — — — — 1,621,734 1,103,405 2,725,139Exercised (116,520) (449,069) (87,559) (343,021) (156,801) (310,827) (69,819) — (1,533,616)Forfeited — (148,864) — (22,357) (40,068) (218,730) (466,086) (7,820) (903,925)Expired — — — — — — — — —Balance at December31, 2015 87,557 337,658 — 819,347 692,931 1,287,578 3,322,783 1,095,585 7,643,439F-43Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Breakdown of the Closing Balance Plans 1 & 2 Plan 3 Plan 4 Plan 5 Plan 6 Plan 7 Plan 8 RSUs TotalBalance atDecember 31,2013 Numberoutstanding 1,134,737 2,333,763 361,118 1,929,299 1,204,248 1,555,144 — — 8,518,309Weighted-average exerciseprice €0.78 €1.82 €2.10 €5.95 €9.56 €14.12 €— €— €5.97Numberexercisable 1,134,738 1,697,789 361,118 721,031 287,928 — — 4,202,604Weighted-average exerciseprice €0.78 €1.64 €2.10 €5.95 €8.28 €— €— €— €2.64Weighted-averageremainingcontractual life 5.6 years 7.0 years 6.3 years 8.3 years 9.1 years 9.7 years — — 7.9 years Balance atDecember 31,2014 Numberoutstanding 204,077 935,591 87,559 1,184,725 889,800 1,817,135 2,236,954 — 7,355,841Weighted-average exerciseprice €1.08 €2.08 €2.10 €5.95 €9.81 €18.29 €23.40 €— €14.10Numberexercisable 204,077 883,399 87,559 730,371 362,778 394,785 — — 2,662,969Weighted-average exerciseprice €1.08 €1.94 €2.10 €5.95 €9.58 €14.02 €— €— €5.81Weighted-averageremainingcontractual life 4.6 years 5.8 years 5.3 years 7.3 years 8.1 years 8.9 years 9.6 years — 8.2 years Balance atDecember 31,2015 Numberoutstanding 87,557 337,658 — 819,347 692,931 1,287,578 3,322,783 1,095,585 7,643,439Weighted-average exerciseprice €1.41 €3.14 €— €5.95 €9.75 €17.97 €30.50 €— €20.97Numberexercisable 87,557 337,658 — 713,165 420,228 564,034 521,578 — 2,644,220Weighted-average exerciseprice €1.41 €3.14 €— €5.95 €9.58 €17.24 €23.32 €— €11.85Weighted-averageremainingcontractual life 3.6 years 4.8 years — 6.3 years 7.1 years 7.9 years 8.9 years — 7.9 yearsF-44Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Non-Employee Warrants (Bons de Souscription d’Actions or BSA)In addition to the RSUs, share options and BSPCE grants, the shareholders of the Parent also authorized the grant of non-employee warrants or Bons deSouscription d’Actions (“BSA”), as indicated below:•Plan A : up to one-eight (1/8) at the expiration of each quarter following the date of grant, and this during twenty-four (24) months; and at the latestwithin ten (10) years as from the date of grant.•Plan B : up to one third (1/3) of the non-employee warrants on the first anniversary of the date of grant; then up to one twelfth (1/12) at the expiration ofeach quarter following the first anniversary of the beginning of the vesting period, and this during twenty-four (24) months thereafter; and at the latestwithin ten (10) years as from the date of grant.•Plan C : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four (24) months, and at thelatest within ten (10) years as from the date of grant.•Plan D (member of the advisory board) : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this duringtwenty-four (24) months; and at the latest within ten (10) years as from the date of grant.•Plan D (not member of the advisory board) : one-third (1/3) at the date of grant; one third (1/3) at the first anniversary of the date of grant; one third(1/3) at the second anniversary of the date of grant; and at the latest within ten (10) years as from the date of grant.•Plan E : up to one fourth (1/4) of the non-employee warrants on the first anniversary of the date of grant; up to one-sixteenth (1/16) at the expiration ofeach quarter following the first anniversary of the date of grant, and this during thirty-six (36) months thereafter; and at the latest within ten (10) yearsfrom the date of grant.Upon exercise of the non-employee warrants, we offer settlement of the warrants in newly issued ordinary shares of the Parent.Details of Non-Employee WarrantsDetails of Non-Employee Warrants Plan A Plan B Plan C Plan D Plan EDates of grant(Boards of Directors) Nov 17,2009 March 11, 2010 Nov 16, 2010 -Sept 21, 2011 Oct 25, 2012 March 19, 2015- Oct 29, 2015Vesting period 2 years 3 years 2 years 2 years 1 - 4 yearsContractual life 10 years 10 years 10 years 10 years 10 yearsExpected warrant life 8 years 8 years 8 years 8 years 4 - 9 yearsNumber of warrants granted 231,792 277,200 192,000 125,784 38,070Share entitlement per warrant 1 1 1 1 1Share warrant price €0.02 €0.07 - €0.11 €0.04 - €0.30 €0.43 - €0.48 €9.98 - €16.82Exercise price €0.70 €0.70 €0.70 - €5.95 €8.28 - €9.65 €35.18 - €41.02Valuation method used Black & ScholesGrant date share fair value €0.20 €0.70 €0.70 - €4.98 €6.43 - €9.65 €35.18 - €41.02Expected volatility (1) 55.7% 55.2% 53.5% - 55.0% 50.0% - 50.2% 39.9%Discount rate (2) 3.58% 3.44% 2.62% - 3.38% 2.13% - 2.27% (0.16)% - 0.52%Expected dividends — — — — —Performance conditions No Yes (A) No No NoFair value per warrant €0.05 €0.33 - €0.38 €0.40 - €2.58 €2.85 - €4.98 €9.98 - €16.82(1) Based on similar listed entities.(2) Based on Obligations Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).(A) All the performance conditions were achieved during the period ended December 31, 2010.F-45Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Changes in Number of Non-Employee WarrantsBalance at January 1, 2013 1,180,410Effect of August 2, 2013 2-for-5 reverse share split (708,246)Granted 71,400Exercised —Forfeited (1,416)Expired —Balance at December 31, 2013 542,148Granted 5,040Exercised (345,780)Forfeited (2,000)Expired —Balance at December 31, 2014 199,408Granted 38,070Exercised (34,568)Forfeited (48,000)Expired —Balance at December 31, 2015 154,910Breakdown of the Closing Balance Non-employee warrantsBalance at December 31, 2013 Number outstanding 542,148Weighted-average exercise price €3.55Number exercisable 425,294Weighted-average exercise price €2.30Weighted-average remaining contractual life 7.2 yearsBalance at December 31, 2014 Number outstanding 199,408Weighted-average exercise price €7.54Number exercisable 155,609Weighted-average exercise price €6.88Weighted-average remaining contractual life 7.5 yearsBalance at December 31, 2015 Number outstanding 154,910Weighted-average exercise price €15.72Number exercisable 117,783Weighted-average exercise price €8.49Weighted-average remaining contractual life 7.4 yearsF-46Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Reconciliation with the Consolidated Statements of Income Balance at December 31, 2013Balance at December 31, 2014Balance at December 31, 2015 (in thousands) R&D S&O G&A TotalR&D S&O G&A TotalR&D S&O G&A TotalRSUs$— $— $— $—$— $— $— $—$(706) $(1,046) $(544) $(2,296)Shareoptions/BSPCE(2,720) (3,719) (2,080) (8,519)(3,682) (12,290) (3,497) (19,469)(5,814) (10,632) (5,001) (21,447)Plans1 and 2— — — —— — — —— — — —Plan 3(86) (308) (113) (507)34 15 (36) 131 (6) — (5)Plan 4— — — —— — — —— — — —Plan 5(605) (171) (923) (1,699)(215) (134) (257) (606)(71) 27 (108) (152)Plan 6(1,514) (1,719) (705) (3,938)(505) (1,358) (44) (1,907)(188) (384) (13) (585)Plan 7(515) (1,521) (339) (2,375)(1,598) (8,494) (1,134) (11,226)(884) (1,758) (379) (3,021)Plan 8— — — —(1,398) (2,319) (2,026) (5,743)(4,672) (8,511) (4,501) (17,684)BSA— — (610) (610)— — (131) (131)— — (246) (246)Plan C— — (121) (121)— — — —— — — —Plan D— — (489) (489)— — (131) (131)— — (8) (8)Plan E— — — —— — — —— — (238) (238)Total$(2,720) $(3,719) $(2,690) $(9,129)$(3,682) $(12,290) $(3,628) $(19,600)$(6,520) $(11,678) $(5,791) $(23,989)F-47Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 20. Financial Income and ExpensesThe Consolidated Statements of Income line item “Financial income (expense)” can be broken down as follows: Year Ended December 31, 2013 2014 2015 (in thousands) Financial income from cash equivalents$824 $1,910 $2,105Interest on debt(454) (583) (653)Foreign exchange (loss) gain(9,467) 10,096 (5,971)Other financial expense(20) (33) (22)Total financial income (expense)$(9,117) $11,390 $(4,541)The $6.0 million foreign exchange loss for the period ended December 31, 2015 mainly results from the revaluation of the intra-group positionsbetween Criteo S.A. and its Brazilian subsidiary, associated with a higher related cost of hedging, partially offset by a $2.1 million gain realized on the sale ofthe $70 million remaining from our initial public offering proceeds. At the end of December 2015, the main positions bearing a risk of foreign currency arecentralized at the Parent company level and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.The significant foreign exchange gain for the period ended December 31, 2014 was a result of the translation of $90 million of our initial publicoffering proceeds into euros at the foreign exchange closing rate (the euro remains the Group functional currency), then translated into the U.S. dollar (theGroup presentation currency) according to the average euro / U.S. dollar exchange rate generating a $11.8 million gain, partially offset by the cost ofpremiums on related hedging instruments ($2.9 million).Note 21. Income TaxesBreakdown of Income TaxesThe Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows: Year Ended December 31, 2013 2014 2015 (in thousands) Current income tax $(8,112) $(22,893) $(25,265)France (5,516) (11,087) (15,458)International (2,596) (11,806) (9,807)Net change in deferred taxes 4,909 5,315 15,748France 1,479 671 2,009International 3,430 4,644 13,739Provision for income tax $(3,203) $(17,578) $(9,517)As mentioned in Note 1 (Principles and Accounting Methods), the French Research Tax Credit is not included in the line item “Provision for income taxes”but deducted from “Research and development expenses” (see Note 18 - Allocation of Personnel Expenses). French business tax, CVAE, is included in thecurrent tax balance for an amount of $1.5 million, $2.5 million and $3.0 million, for the years ended December 31, 2013, 2014 and 2015 respectively.F-48Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Reconciliation between the Effective and Nominal Tax ExpenseThe following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 34.43% (excludingadditional contributions): Year Ended December 31, 2013 2014 2015 (in thousands) Income before taxes 5,040 64,472 71,793Theoretical group tax-rates 33.33% 34.43% 34.43%Nominal tax expense (1,680) (22,198) (24,718) Increase / decrease in tax expense arising from: Research tax credit 939 1,743 1,352Net effect of shared based compensation (1) (2,515) 3,419 2,048Other permanent differences (1,333) (2,245) (804)Non recognition of deferred tax assets related totax losses and temporary differences (2) (4,743) (3,546) (7,662)Utilization or recognition of previouslyunrecognized tax losses (3) 2,378 276 12,264French CVAE included in income taxes (1,535) (2,467) (3,052)Special tax deductions (4) 4,916 8,984 12,545 Effect of different tax rates 501 (1,019) (1,046)Other differences (131) (527) (444)Effective tax expense (3,203) (17,580) (9,517) Effective tax rate 63.55% 27.27% 13.26%Increases and decreases in tax expense are presented applying the theoretical Group tax rate to the concerned tax bases. The impact resulting from thedifferences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates”.(1) While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, it can lead to a tax deduction in the United Statesand in the United Kingdom upon exercise (United Kingdom) and other conditions (United States). During 2014 and 2015 the tax deduction generated in the United States andUnited Kingdom has been significant in connection with the significant number of options exercised during the period partially offset by the share-based compensationaccounting expense exclusion.(2) For 2013, deferred tax assets on which a valuation allowance has been recognized mainly correspond to the 2013 tax losses of Criteo do Brasil (Brazil). For 2014 and 2015,deferred tax assets on which a valuation allowance has been recognized mainly relate to Criteo Ltd, Criteo do Brasil and Criteo Advertising (Beijing) Co. Ltd tax losses.(3) The 2013 balance includes the recognition of a portion of Criteo Corp. and Criteo Ltd prior years tax losses. 2014 balance exclusively relates to Criteo Pty. The significantchange in 2015 relates to the partial recognition of Criteo Corp. tax losses considering the projected taxable income within the next 3 years and the Section IRC 382 annuallimitation.(4) Special tax deductions refer to the application of a reduced income tax rate on the majority of the technology royalties income invoiced by the Parent to its subsidiaries.F-49Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Deferred Tax Assets and LiabilitiesThe following table shows the changes in the major sources of deferred tax assets and liabilities:(inthousands) Year endedDecember31, 2013 Changerecognizedin profit orloss Changerecognizedin OCI Change inconsolidationscope Other Currencytranslationadjustments Year endedDecember31, 2014 Deferred taxassets: Net operatinglosscarryforwards $20,719 $1,680 $— $1,399 $— $(330) $23,468Personnel-related accruals 2,222 581 — — — (265) 2,538Other accruals 1,480 1,171 — — — (366) 2,285Projectedbenefitobligation 452 214 (173) 37 — (58) 472Other 1,694 (50) — — — (186) 1,458Deferred taxassets (gross) 26,567 3,596 (173) 1,436 — (1,205) 30,221Valuationallowance (18,636) (392) 100 (1,399) — 464 (19,863)Deferred taxasset (net) 7,931 3,204 (73) 37 — (741) 10,358Deferred taxliabilities: Intangibleassets (419) 378 — (3,082) — 262 (2,861)Other (1,737) 1,733 — — — — (4)Deferred taxliabilities (2,156) 2,111 — (3,082) — 262 (2,865)Net deferredincome taxbalance $5,775 $5,315 $(73) $(3,045) $— $(479) $7,493F-50Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(inthousands) Year endedDecember31, 2014 Changerecognizedin profit orloss Changerecognizedin OCI Change inconsolidationscope Other Currencytranslationadjustments Year endedDecember31, 2015 Deferred taxassets: Net operatinglosscarryforwards $23,468 $(385) $— $5,889 $— $(549) $28,423Personnel-relatedaccruals 2,538 5,414 — 9 — (659) 7,302Other accruals 2,285 1,353 — — — (545) 3,093Projectedbenefitobligation 472 202 (44) — — (52) 578Other 1,458 4,372 — 1,091 — (79) 6,842Deferred taxassets (gross) 30,221 10,956 (44) 6,989 — (1,884) 46,238Valuationallowance (19,863) 1,429 21 (7,177) — 1,610 (23,980)Deferred taxasset (net) 10,358 12,385 (23) (188) — (274) 22,258Deferred taxliabilities: Intangibleassets (2,861) 5,445 — (2,979) — 245 (150)Other (4) (2,082) — 47 — (12) (2,051)Totaldeferred taxliabilities (2,865) 3,363 — (2,932) — 233 (2,201)Net deferredincome taxbalance $7,493 $15,748 $(23) $(3,120) $— $(41) $20,057As at December 31, 2013, 2014 and 2015, deferred tax assets on which a valuation allowance has been recognized amounted to $18.6 million, $19.9million and $24.0 million. These amounts are mainly attributable to Criteo Corp. accumulated tax losses, ($13.7 million, $13.9 million and $12.4 millionrespectively), Criteo Do Brasil LTDA temporary differences ($2.5 million, $2.6 million and $3.9 million respectively) and Criteo Ltd ($7.7 million and $4.7million, as at December 31, 2014 and 2015, respectively).Amounts recognized in our consolidated financial statements are calculated at the level of each subsidiary within our consolidated financialstatements. As at December 31, 2013, 2014 and 2015, the valuation allowance against deferred tax assets amounted to $18.6 million, $26.1 million and $24.0million. It mainly related to Criteo Corp. ($13.7 million, $13.9 million and $12.4 million, respectively), Criteo do Brasil ($2.5 million, $2.6 million and $3.9million, respectively), and Criteo Ltd ($7.7 million at the end of 2014 and $4.7 million at the end of 2015).The change in consolidation scope in 2015 related to the recognition of deferred tax liabilities relating to intangibles acquired in connection with theDataPop acquisition.The main changes that occurred in 2015 relate to the recognition of deferred tax assets for another portion of Criteo Corp. tax losses in connection withthe 3-year tax plan ($9.5 million), for temporary differences of Criteo KK ($1.0 million) and the reversal of the deferred tax liability recognized in relation tothe Datapop intangible as part of the purchase price allocation, as a result of the sale of DataPop technology from Criteo Corp. to Criteo S.A.Current tax assetsThe total amount corresponds to prepayments of income taxes by Criteo do Brasil Ltda and withholding taxes accountable to future income taxes ofCriteo Corp.F-51Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 22. Earnings Per ShareBasic Earnings Per ShareWe calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted averagenumber of shares outstanding. Year Ended December 31, 2013 2014 2015 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A.$1,404 $45,556 $59,553Weighted average number of shares outstanding48,692,148 58,928,563 61,835,499Basic earnings per share$0.03 $0.77 $0.96Diluted Earnings Per ShareWe calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of sharesoutstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see note 19). There were no other potentially dilutiveinstruments outstanding as of December 31, 2013, 2014 and 2015. Consequently all potential dilutive effects from shares is considered.For each period presented, a contract to issue a certain number of shares (i.e. share option, share warrant, restricted share award or BSPCE contracts) isassessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price). Year Ended December 31, 2013 2014 2015 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A.$1,404 $45,556 $59,553Weighted average number of shares outstanding of Criteo S.A.48,692,148 58,928,563 61,835,499Dilutive effect of : Restricted share awards— — —Share options and BSPCE4,689,866 4,347,236 3,133,549Share warrants366,094 217,461 127,438Weighted average number of shares outstanding used to determine diluted earnings pershare53,748,108 63,493,260 65,096,486Diluted earnings per share$0.03 $0.72 $0.91F-52Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS inthe future are as follows: Year Ended December 31, 2013 2014 2015 Restricted share awards — — 273,896 Share options and BSPCE 394,772 1,288,977 968,734 Share warrants 42,696 — 15,925Weighted average number of anti-dilutive securitiesexcluded from diluted earnings per share 437,468 1,288,977 1,258,555Note 23. Commitments and contingenciesOperating Lease ArrangementsFuture payment obligations under non-cancellable operating leases as of December 31, 2015 are listed below: Less than 1 year 1 to 5 years 5 years + Total (in thousands) Minimum payments for property leases$25,872 $101,486 $47,128 $174,486Minimum payments for hosting services31,369 33,709 — 65,078Minimum payments for other leases$3,457 $9,409 $— $12,866Operating Lease ExpensesOperating lease expenses relating to our offices totaled $23.6 million, $18.8 million and $11.8 million for the years ended December 31, 2015,2014, and 2013, respectively.Hosting costs totaled $30.4 million, $24.8 million, and $16.2 million for the years ended December 31, 2015, 2014, and 2013, respectively.Revolving Credit Facilities, Credit Lines Facilities and Bank OverdraftsAs mentioned in Note 14, we are party to three Revolving Credit Facilities including one with BPI France, for which we can draw up to €2.0 million($2.2 million), one with HSBC for which we can draw up to RMB 40 million ($6.2 million), and one with a syndicate of banks which allow us to draw up to€250.0 million ($272.2 million). As of December 31, 2015, €0.1 million ($0.1 million), RMB 25.0 million ($4.0 million), and €0 million ($0 million) hadbeen drawn, respectively.All of these credit facilities are unsecured and contain customary events of default but do not contain any affirmative, financial or negativecovenants, with the exception of the €250.0 million ($272.2 million) revolving credit facility which contains covenants, including compliance with a totalnet debt to adjusted EBITDA ratio and restrictions on incurring additional indebtedness. At December 31, 2015, we were in compliance with the requiredleverage ratio.We are also party to short-term credit lines and overdraft facilities with HSBC plc, and LCL. We are authorized to draw up to a maximum of€9.4 million ($10.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2015, we had not drawn on any ofthese facilities. Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. Asthese facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.F-53Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 24. Related PartiesThe Executive Officers as of December 31, 2015 are:•Jean-Baptiste Rudelle—Chairman of the Board, Chief Executive Officer and Co-Founder•Romain Niccoli—Chief Technology Officer and Co-Founder•Benoit Fouilland—Chief Financial Officer•Eric Eichmann—Chief Operating Officer and PresidentTotal compensation for the Executive Officers, including social contributions, is summarized in the following table: Year Ended December 31, 2013 2014 2015 (in thousands) Short-term benefits (1)$(4,519) $(4,145) $(3,067)Long-term benefits (2)(222) (241) (245)Shared-based compensation(3,480) (3,291) (4,594)Total$(8,221) $(7,677) $(7,906)(1) wages, bonuses and other compensations(2) pension defined benefit planDuring its meeting on December 17, 2015, the Board of Directors decided to separate the functions of Chairman of the Board and Chief Executive Officer.Effective January 1, 2016, Jean-Baptiste Rudelle became Executive Chairman of the Board and Eric Eichmann was appointed Chief Executive Officer.F-54Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Note 25. Breakdown of Revenue and Non-Current Assets by Geographical AreasThe Company operates in the following three geographical markets:•Americas: North and South America,•EMEA: Europe, Middle-East and Africa, and•Asia-Pacific. The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area isbased on the location of advertisers’ campaigns. Americas EMEA Asia-Pacific Total (in thousands) December 31, 2013$163,302 $315,705 $110,411 $589,418December 31, 2014303,436 485,986 198,827 988,249December 31, 2015$505,653 $541,105 $276,411 $1,323,169Revenue generated in France amounted to $79.6 million, $115.4 million and $116.8 million for the periods ended December 31, 2013, 2014 and 2015,respectively.Revenue generated in other significant countries where we operate is presented in the following table: Year Ended December 31, 2013 2014 2015 (in thousands) Americas United States$121,595 $237,385 $419,742EMEA Germany73,563 105,544 111,792United Kingdom58,237 90,315 107,071Asia-Pacific Japan$90,146 $154,798 $190,066In 2013, 2014, and 2015, our largest client represented 5.1%, 2.9% and 1.9% respectively, of our consolidated revenue.F-55Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other InformationFor each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below.The geographical information results from the locations of legal entities. Of which Of which Holding Americas United States EMEA Asia-Pacific Japan Total(in thousands) December 31, 2014$32,419 $14,148 $13,781 $7,576 $10,917 $5,948 $65,060December 31, 2015$48,160 $24,437 $23,332 $8,847 $17,508 $7,807 $98,952Note 26. Subsequent EventsThe Company evaluated subsequent events that occurred after December 31, 2015 through the date of issuance of the Consolidated FinancialStatements and determined that there are no significant events that require adjustments or disclosure in such Consolidated Financial Statements.F-56Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 4.2Execution version24 SEPTEMBER 2015CRITEO S.A.as Borrowerarranged byBNP PARIBASCRÉDIT LYONNAIS (LCL)HSBC FRANCENATIXISSOCIETE GENERALE CORPORATE & INVESTMENT BANKINGwithCRÉDIT LYONNAIS (LCL)acting as AgentEUR 250,000,000MULTICURRENCY REVOLVING FACILITY AGREEMENTHerbert Smith Freehills LLPEn accord avec les parties, les présentes ont été reliées par leprocédé ASSEMBLACT R.C. empêchant toute substitution ouSource: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.addition et sont seulement signées en dernière page.TABLE OF CONTENTSClause Headings PageSECTION 1: INTERPRETATION 11. Definitions and Interpretation 1SECTION 2 THE FACILITY 182. The Facility 183. Purpose 204. Conditions of Utilisation 20SECTION 3 UTILISATION 225. Utilisation 226. Optional currencies 23SECTION 4: REPAYMENT, PREPAYMENT AND CANCELLATION 247. Repayment of Loans 248. Prepayment and Cancellation 24SECTION 5: COSTS OF UTILISATION 299. Interest 2910. Interest Periods 3011. Changes to the Calculation of Interest 3112. Fees 32SECTION 6: ADDITIONAL PAYMENT OBLIGATIONS 3413. Tax Gross up and Indemnities 3414. Increased Costs 3915. Other Indemnities 4016. Mitigation by the Lenders 4117. Costs and Expenses 42SECTION 7: REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 4318. Representations 4319. Information Undertakings 4520. Financial Covenant 4821. General Undertakings 5022. Events of Default 54SECTION 8: CHANGES TO PARTIES 5823. Changes to the Lenders 5824. Changes to the Borrower 61Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 9: THE FINANCE PARTIES 6225. Role of the Agent and the Arrangers and the Reference Banks and Coordinator and Documentation Agent 6226. Conduct of Business by the Finance Parties 7027. Sharing among the Finance Parties 70SECTION 10: ADMINISTRATION 7228. Payment Mechanics 7229. Set-Off 7430. Notices 75Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.31. Calculations and Certificates 7632. Partial Invalidity 7733. Remedies and Waivers 7734. Amendments and Waivers 7735. Confidential Information 8036. Confidentiality of Funding Rates and RefereNce Bank Quotations 83SECTION 11: GOVERNING LAW AND ENFORCEMENT 8537. Governing Law 8538. Jurisdiction 85Schedule 1 The Original Lenders 86Schedule 2 Conditions Precedent 87Schedule 3 Utilisation Request 88Schedule 4 Form of Transfer Agreement 89Schedule 5 Form of Increase Confirmation 91Schedule 6 Form of Compliance Certificate 93Schedule 7 Form of Confidentiality Undertaking 94Schedule 8 Timetables 98Schedule 9 List of Approved Numbering Service Providers 99Schedule 10 Existing Financial Indebtedness 100Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.THIS AGREEMENT is dated 24 September 2015 and made between:(1)CRITEO S.A., a société anonyme, whose registered office is at 32 rue Blanche, 75009 Paris, registered under number 484 786 249 RCSParis (the "Borrower");(2)BNP PARIBAS, a société anonyme, whose registered office is at 16 boulevard des Italiens, 75009 Paris, registered under number 662 042449 RCS Paris, as bookrunner and mandated lead arranger;(3)CRÉDIT LYONNAIS (LCL), a société anonyme, whose registered office is at 18, rue de la République, 69002 Lyon, France and whoseadministrative office is at 20 avenue de Paris, 94811 Villejuif, France, registered under number 954 509 741 RCS Lyon, as bookrunner andmandated lead arranger;(4)HSBC FRANCE, a société anonyme, whose registered office is at 103 avenue des Champs-Elysées, 75008 Paris, registered undernumber 775 670 284 RCS Paris, as bookrunner and mandated lead arranger;(5)NATIXIS, a société anonyme, whose registered office is at 30 avenue Pierre Mendès France, 75013 Paris, registered under number 542044 524 RCS Paris, as bookrunner and mandated lead arranger;(6)SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING, the corporate and investment banking division of Société Générale, asociété anonyme, whose registered office is at 29 boulevard Haussmann, 75009 Paris registered under number 552 120 222 RCS Paris, asbookrunner and mandated lead arranger;(the parties listed in (2) to (6) above, whether acting individually or together the "Arrangers");(7)NATIXIS, a French société anonyme, whose registered office is at 30 avenue Pierre Mendès France, 75013 Paris, registered undernumber 542 044 524 RCS Paris, as coordinator and documentation agent (the "Coordinator and Documentation Agent");(8)THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the "Original Lenders"), and(9)CRÉDIT LYONNAIS (LCL), a French société anonyme, whose registered office is at 18, rue de la République, 69002 Lyon, France andwhose administrative office is at 20 avenue de Paris, 94811 Villejuif, France, registered with under number 954 509 741 RCS Lyon, asagent of the other Finance Parties (the "Agent").IT IS AGREED as follows:SECTION 1INTERPRETATION1.DEFINITIONS AND INTERPRETATION1.1DefinitionsIn this Agreement:"Accounting Principles" means:(a)in respect of the Borrower and its Material Subsidiaries, generally accepted accounting principles in the jurisdiction where therelevant company has its seat or is incorporated; and(b)in respect of the consolidated financial statements of the Group, IFRS."Acquisition Drawdown" has the meaning given to this term in Clause 8.3 (Mandatory Prepayment - Disposals Proceeds)."Acquisition Repayment Amount" has the meaning given to this term in Clause 8.5 (Mandatory Prepayment - Acquisition Drawdown).1Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Adjusted Consolidated EBITDA" has the meaning given to this term is Clause 20.1 (Financial definitions)."Affiliate" means:(a)in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that HoldingCompany;(b)in the case of Natixis, any member of the BPCE group, the Banques Populaires group, the Caisses d'Epargnes group andBanque Palatine; and(c)in the case of Crédit Lyonnais, any Caisse Régionale du Crédit Agricole Mutuel or Crédit Agricole Corporate & Investment Bank."Agent's Spot Rate of Exchange" means the Agent's spot rate of exchange for the purchase of the relevant currency with the BaseCurrency in the Paris foreign exchange market at or about 11:00 a.m. on a particular day."Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration."Availability Period" means the period from and including the Signing Date to and including the date falling one month prior to theTermination Date."Available Commitment" means a Lender's Commitment minus:(a)the Base Currency Amount of its participation in any outstanding Loans; and(b)in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made on orbefore the proposed Utilisation Date, other than that Lender's participation in any Loans that are due to be repaid or prepaid on orbefore the proposed Utilisation Date."Available Facility" means the aggregate for the time being of each Lender's Available Commitment."Bank Levy" means the French tax levied pursuant to Article 235 ter ZE of the French tax code (code général des impôts), the UnitedKingdom tax levied pursuant to Section 73 of, and Schedule 19, to the United Kingdom Finance Act 2011, the German tax levied pursuantto the German Restructuring Fund Act (Restrukturierungsfondgesetz) or any other Tax of substantially similar nature, in force on theSigning Date, imposed by reference to the assets and liabilities of a financial institution, levied or imposed in any other jurisdiction."Base Currency" means euro."Base Currency Amount" means, in relation to a Loan, the amount specified in the Utilisation Request delivered by the Borrower for thatLoan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent'sSpot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives theUtilisation Request) as adjusted to reflect any repayment or prepayment of the Loan."Borrowings" has the meaning given to this term is Clause 20.1 (Financial definitions)."Break Costs" means the amount (if any) by which:(a)the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any partof its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum,had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;exceeds:(b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sumreceived by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and endingon the last day of the current Interest Period.2Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Paris and:(a)(in relation to any date for payment or purchase of euro) any TARGET Day; or(b)(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of thatcurrency."Cash" has the meaning given to this term in Clause 20.1 (Financial definitions)."Cash Equivalent Investments" has the meaning given to this term is Clause 20.1 (Financial definitions)."Code" means the US Internal Revenue Code of 1986."Commitment" means:(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Commitment" inSchedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumedby it in accordance with Clause 2.2 (Increase); and(b)in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement orassumed by it in accordance with Clause 2.2 (Increase),to the extent not cancelled, reduced or transferred by it under this Agreement."Compliance Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate)."Confidential Information" means all information relating to the Borrower, the Group, the Finance Documents or the Facility of which aFinance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Partyin relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:(a)any member of the Group or any of its advisers; or(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Groupor any of its advisers,in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recordinginformation which contains or is derived or copied from such information but excludes:(c)information that:(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause35 (Confidential Information); or(ii)is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b)above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Partyis aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not beenobtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and(d)any Funding Rate and Reference Bank Quotations.3Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Confidentiality Undertaking" means a confidentiality undertaking substantially in the form set out in Schedule 7 (Form of ConfidentialityUndertaking) or in any other form agreed between the Borrower and the Agent."Consolidated Total Net Debt" has the meaning given to this term in Clause 20.1 (Financial definitions)."Default" means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiryof a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of theforegoing) be an Event of Default."Defaulting Lender" means any Lender:(a)which has failed to make its participation in a Loan available (or has notified the Agent or the Borrower (which has notified theAgent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4(Lenders' participation) unless:(i)its failure to pay is caused by:(A) administrative or technical error; or(B) a Disruption Event; andpayment is made within three Business Days of its due date; or(ii)the Lender is disputing in good faith whether it is contractually obliged to make the payment in question; or(b)with respect to which an Insolvency Event has occurred and is continuing."Disposal" means any sale, lease, licence, transfer or other disposal (including by way of contribution)."Disruption Event" means either or both of:(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case,required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactionscontemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, anyof the Parties; or(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury orpayments operations of a Party preventing that, or any other Party:(i)from performing its payment obligations under the Finance Documents; or(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted."EURIBOR" means, in relation to any Loan in euro:(a)the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan;or(b)as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero."Event of Default" means any event or circumstance specified as such in Clause 22 (Events of Default)."Facility" means the revolving loan facility made available under this Agreement as described in Clause 2 (The Facility).4Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or,following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligationsunder this Agreement."FATCA" means:(a)sections 1471 to 1474 of the Code or any associated regulations;(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and anyother jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above;or(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with theUS Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction."FATCA Application Date" means:(a)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest andcertain other payments from sources within the US), 1 July 2014;(b)in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from thedisposition of property of a type that can produce interest from sources within the US), 1 January 2017; or(c)in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1January 2017,or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as aresult of any change in FATCA after the Signing Date."FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA."FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction."Fee Letter" means the agency fee letter between the Agent and the Borrower dated 30 July 2015 and any letter or letters dated on orabout the Signing Date between any Finance Party and the Borrower (or the Coordinator and Documentation Agent) setting out any of thefees referred to in Clause 12 (Fees)."Finance Document" means this Agreement, any Fee Letter and any other document designated as such by the Agent and the Borrower."Finance Lease" has the meaning given to this term in Clause 20.1 (Financial definitions)."Finance Party" means the Agent, an Arranger or a Lender."Financial Indebtedness" means any indebtedness for or in respect of:(a)moneys borrowed;(b)any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similarinstrument;(d)the amount of any liability in respect of any Finance Lease;(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);5Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(f)any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to inany other paragraph of this definition having the commercial effect of a borrowing;(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and,when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as aresult of the termination or close-out of that derivative transaction, that amount) shall be taken into account);(h)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any otherinstrument issued by a bank or financial institution; and(i)the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above."Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph 11.4.1(B) of Clause 11.4 (Cost offunds)."Group" means the Borrower and its Subsidiaries for the time being."Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is aSubsidiary."IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to therelevant financial statements."Impaired Agent" means the Agent at any time when:(a)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the FinanceDocuments by the due date for payment;(b)(if the Agent is also a Lender) it is a Defaulting Lender; or(c)an Insolvency Event has occurred and is continuing with respect to the Agent;unless, in the case of paragraph (a) above:(i)its failure to pay is caused by:(A) administrative or technical error; or(B) a Disruption Event; andpayment is made within three Business Days of its due date; or(ii)the Agent is disputing in good faith whether it is contractually obliged to make the payment in question."Initial Margin" means 0.85 per cent. per annum."Increase Confirmation" means a confirmation substantially in the form set out in Schedule 5 (Form of Increase Confirmation)."Increase Lender" has the meaning given to that term in Clause 2.2 (Increase)."Insolvency Event" means in relation to a Finance Party, that the Finance Party:(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);(b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they becomedue;(c)makes a general assignment, arrangement or composition with or for the benefit of its creditors;(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative orregulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, aproceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or othersimilar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisoror similar official;6Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy orinsolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in thecase of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presentedby a person or entity not described in paragraph (d) above and:(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for itswinding-up or liquidation; or(ii)is not dismissed, discharged, stayed or restrained in each case within 30 calendar days of the institution or presentationthereof;(f)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation,amalgamation or merger);(g)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodianor other similar official for it or for all or substantially all its assets (other than for so long as it is required by law or regulation notto be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d)above);(h)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestrationor other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintainspossession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 calendar daysthereafter;(i)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effectto any of the events specified in paragraphs (a) to (h) above; or(j)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts."Intellectual Property" means:(a)any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names,moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now orin the future subsist), whether registered or unregistered; and(b)the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the futuresubsist)."Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation toan Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest)."Interpolated Screen Rate" means, in relation to any Loan, the rate (rounded to the same number of decimal places as to the tworelevant Screen Rates) which results from interpolating on a linear basis between:(a)the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Periodof that Loan; and(b)the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period ofthat Loan,each as of the Specified Time for the currency of that Loan.7Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture orpartnership or any other entity."Lender" means:(a)any Original Lender; and(b)any entity (excluding, for the avoidance of doubt, any natural person) which has become a Party as a Lender in accordance withClause 2.2 (Increase) or Clause 23 (Changes to the Lenders),which in each case has not ceased to be a Party in accordance with the terms of this Agreement."Leverage" has the meaning given to this term in Clause 20.1 (Financial definitions)."LIBOR" means, in relation to any Loan (other than a Loan in euro):(a)the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the InterestPeriod of that Loan; or(b)as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero."LMA" means the Loan Market Association."Loan" means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan."Local Financing Arrangements" means the local financing arrangements referred to in paragraph (f) of the definition of "PermittedFinancial Indebtedness"."Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66⅔ percent. of the Total Commitments (or, ifthe Total Commitments have been reduced to zero, aggregated more than 66⅔ percent. of the Total Commitments immediately prior to thereduction)."Mandatory Cost" means in respect of each Lender and in respect of any Interest Period, the amount(s) payable (expressed as apercentage rate notified by the relevant Lender to the Agent prior to the last day of the relevant Interest Period) to the relevant authority orauthorities in order to comply with any generally applicable requirements of any central bank (including the European Central Bank) or anyother authority which replaces all or any of its functions, including all reserve or mandatory liquid asset costs or special deposit costsduring that Interest Period and which is attributable to that Lender having entered into this Agreement or making any Loan."Margin" means the Initial Margin, subject to the adjustments made in accordance with Clause 9.4 (Margin adjustments)."Material Adverse Effect" means a material adverse effect on:(a)the business or financial condition of the Group taken as a whole; and(b)the ability of the Borrower to perform and comply with its material obligations under the Agreement (including, but not limited to,its payment obligations and its obligations pursuant to Clause 20 (Financial Covenant))."Material Subsidiary" means:(a)any wholly owned subsidiary of the Borrower which (on a consolidated basis) accounts for at least seven per cent. of (i) theGroup's consolidated Revenue ex-TAC or (ii) the Group's Adjusted Consolidated EBITDA; or(b)in each case any Holding Company of any such wholly owned subsidiary,provided that the aggregate consolidated Revenue ex-TAC and Adjusted Consolidated EBITDA of the Material Subsidiaries and theBorrower shall represent at least 75 per cent. of the Group's consolidated Revenue ex-TAC and Adjusted Consolidated EBITDArespectively (the "Threshold"), provided that if by the foregoing method of determination the Threshold cannot be reached, additionalwholly owned Subsidiaries with the next highest percentage (even if such percentage is less than seven per cent.) of (i) the Group'sconsolidated Revenue ex-TAC or (ii) the Group's Adjusted Consolidated EBITDA, shall be included until the Threshold is reached (to theextent it is possible to reach the Threshold taking into account only wholly owned Subsidiaries of the Borrower).8Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendarmonth, except that:(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the nextBusiness Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately precedingBusiness Day;(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the lastBusiness Day in that calendar month; and(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last BusinessDay in the calendar month in which that Interest Period is to end, andthe above rules will only apply to the last Month of any period."Net Disposal Proceeds" means an amount equal to the cash proceeds received by the Borrower or any other member of the Group, afterdeducting all (i) reasonable third party expenses, fees, underwriting discounts and commissions, (ii) taxes, and (iii) reasonable costs andexpenses, in each case in connection with any Disposal."Net Proceeds" means an amount equal to the cash proceeds received by the Borrower or any other member of the Group, afterdeducting all (i) reasonable third party expenses, fees, underwriting discounts and commissions, (ii) taxes, and (iii) reasonable costs andexpenses, in each case in connection with a New Debt Issue issued or raised pursuant to paragraph (o) of the definition of “PermittedFinancial Indebtedness”."New Debt Issue" means the issuance of any unsecured loans, bonds, notes, debentures, loan stock or other debt instruments by theBorrower or any other member of the Group after the Signing Date."New Lender" has the meaning given to that term in Clause 23 (Changes to the Lenders)."Non-Cooperative Jurisdiction" means a "non-cooperative state or territory" (Etat ou territoire non coopératif) as set out in the listreferred to in Article 238-0 A of the French tax code (Code Général des Impôts), as such list may be amended from time to time."Optional Currency" means dollars and any other currency (other than the Base Currency) which complies with the conditions set out inClause 4.3 (Conditions relating to Optional Currencies)."Original Financial Statements" means:(a)the audited consolidated financial statements of the Group for the financial year ended 31 December 2014;(b)the audited financial statements of the Borrower for the financial year ended 31 December 2014; and(c)the unaudited financial statements of each Material Subsidiary for the financial year ended 31 December 2014."Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordancewith legislation of the European Union relating to Economic and Monetary Union."Party" means a party to this Agreement.9Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Permitted Disposal" means any Disposal:(a)made in the ordinary course of business of the disposing entity on an arm's length basis;(b)of assets in exchange for other assets comparable or superior as to type, value and quality;(c)of assets which are obsolete or surplus to requirements;(d)of cash or Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;(e)arising as a result of any Permitted Security;(f)by a member of the Group to any other member of the Group made on an arm's length basis;(g)under any receivables discounting programme, factoring programme or like arrangement (including any securitisation or similarprogramme) of any member of the Group permitted under paragraph (n) of the definition of Permitted Financial Indebtedness, ineach case whether on recourse or non-recourse terms;(h)constituted by a licence of Intellectual Property for fair market value;(i)of any Intellectual Property on an arm's length basis (and provided that any Intellectual Property protecting the name "Criteo"may not be sold);(j)required by law or regulation or any order of any government entity made thereunder or any Disposal that, in the framework ofany antitrust rules or competition merger control rules, has been imposed or has been undertaken as a remedy in order for anacquisition by a member of the Group to be cleared;(k)of any shares or all or any part of any business or assets acquired by any member of the Group within 12 months of the date ofsuch acquisition, where the purpose of such Disposal is to dispose of non-core or non-strategic assets or to contribute or todispose of, at arm's length, the business or assets to a Permitted Joint Venture, and subject to, where applicable, the provisionsof Clause 8.3 (Mandatory Prepayment - Disposals Proceeds);(l)of any securities in the Borrower held by the Borrower to the extent such shares constitute all or part of the consideration for anacquisition by the Borrower or any other member of the Group;(m)of securities in any member of the Group in connection with share incentive schemes and stock options; and(n)where the higher of the market value or consideration receivable (when aggregated with the higher of the market value orconsideration receivable for any Disposal, other than any permitted under the paragraphs above) does not exceed the greater of(i) five per cent. of the consolidated assets of the Group, and (ii) EUR 50,000,000 (or its equivalent in another currency orcurrencies) in aggregate in any financial year."Permitted Financial Indebtedness" means Financial Indebtedness:(a)arising under the Finance Documents;(b)arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection againstfluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of business or in respect ofUtilisations made in Optional Currencies, or any derivative transaction entered into in connection with protection againstfluctuation in any rate or price where that transaction is entered into in the ordinary course of business or in respect of theinterest payable under this Agreement;10Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c)arising under a Permitted Guarantee (including under or in connection with any counter-indemnity obligation in respect of aPermitted Guarantee);(d)of any person acquired by a member of the Group after the closing date which is incurred under arrangements in existence priorto or at the date of the acquisition, but not incurred or increased (other than by reason of the accrual of interest or premium) orhaving its maturity date extended in contemplation of, or since, that acquisition, and provided that Financial Indebtedness isrepaid within six months after the date of that acquisition;(e)arising under a finance or capital lease or vendor financing the aggregate principal amount of which does not at any time exceedEUR 10,000,000 (or its equivalent in another currency or currencies);(f)incurred by any member of the Group incorporated in Brazil, Russia, India or China under any financing arrangements, providedthat the aggregate outstanding principal amount of such Financial Indebtedness does not exceed EUR 30,000,000 (or itsequivalent in another currency or currencies) at any time;(g)existing on the Signing Date and described in Schedule 10 (Existing Financial Indebtedness) or any refinancing or renewal ofsuch Financial Indebtedness for the same or a lesser aggregate principal amount;(h)owed to any other member of the Group;(i)arising under or in connection with any counter-indemnity obligation in the ordinary course of business in respect of a guarantee,indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution inrespect of the liabilities of a member of the Group;(j)arising under any bank guarantees in respect of any environmental, tax, customs, civil, employment or other liabilities arising inthe ordinary course of business;(k)which is guaranteed by any member of the Group and which relates to lease arrangements made in the ordinary course ofbusiness;(l)made available by the relevant vendor in connection with any acquisition by any member of the Group;(m)arising under any overdraft or other fluctuating debit balances or on demand short term loans on accounts of any member of theGroup with any bank on a net balance basis and/or any guarantee in respect of such debit balances or on demand short termloans, where the debit balances or on demand short term loans representing that borrowing are offset in full by credit balances onother accounts maintained with the relevant bank;(n)arising under any receivables discounting programme, factoring programme or like arrangement (including any securitisation orsimilar programme) of any member of the Group on a recourse basis, provided that the aggregate outstanding principal amountof such Financial Indebtedness does not exceed EUR 10,000,000 (or its equivalent in another currency or currencies) at anytime;(o)incurred, raised or arising under or in connection with any New Debt Issue provided that:(i)at least 50 per cent. of the Net Proceeds of such New Debt Issue are, at or prior to the end of the Interest Period duringwhich they are received, applied in mandatory prepayment of the Facility in accordance with Clause 8.4 (MandatoryPrepayment - New Debt Issues); or(ii)if the Net Proceeds of such New Debt Issue are to be used to finance all or part of an Acquisition Repayment Amount,and:11Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(A)if those Net Proceeds are less than or equal to the Acquisition Repayment Amount, 100% of those NetProceeds shall be applied towards prepayment of the Facility pursuant to Clause 8.5 (Mandatory Prepayment -Acquisition Drawdown); or(B)if the Net Proceeds of that New Debt Issue are greater than the Acquisition Repayment Amount, the Borrowershall apply those Net Proceeds in mandatory prepayment of the Facility up to the greater of (i) 50% of those NetProceeds and (ii) an amount equal to the relevant Acquisition Repayment Amount pursuant to Clause 8.5(Mandatory Prepayment - Acquisition Drawdown); and(p)not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed the greater of (i) fiveper cent. of the consolidated net assets of the Group, and (ii) EUR 50,000,000 (or its equivalent in another currency orcurrencies) in aggregate for the Group at any time."Permitted Guarantee" means:(a)the endorsement of negotiable instruments in the ordinary course of business;(b)any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in theordinary course of business;(c)any guarantee of all or part of the liabilities of a Permitted Joint Venture in which any member of the Group has entered into,invested in or acquired any shares, stocks, securities or other interest in, provided that the net contingent liabilities of therelevant member of the Group under this guarantee (taking into account any counter-guarantee issued in favour of that memberof the Group by or on behalf of the other partner(s) of the Permitted Joint Venture) shall not exceed a percentage of suchliabilities of the Permitted Joint Venture equal to the percentage of investment of that member of the Group in the PermittedJoint Venture;(d)any guarantee permitted under the definition of Permitted Financial Indebtedness;(e)any guarantee given in respect of the netting or set off arrangements permitted pursuant to paragraph (b) of the definition ofPermitted Security;(f)any indemnity or warranty given in the ordinary course of the documentation of an acquisition or Disposal transaction which, inthe case of a Disposal, is a Permitted Disposal, and which indemnity or warranty is, in each case, in a customary form andsubject to customary limitations;(g)any guarantee in respect of the obligations of any member or the Group in respect of any lease arrangements made in theordinary course of business; and(h)any guarantee or indemnity in respect of the Permitted Financial Indebtedness of any member of the Group."Permitted Joint Venture" means a Joint Venture:(a)engaged in a business that is similar or complementary to that carried on by the Group; and(b)incorporated with limited liability or held through an entity with limited liability newly incorporated for the purpose of completingthe proposed investment."Permitted Security" means:(a)any Security or Quasi-Security existing as at the Signing Date or securing any refinancing of the relevant secured indebtednessexcept to the extent the principal amount secured by that Security or Quasi-Security exceeds the amount initially secured bysuch Security or Quasi-Security;(b)any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangementsfor the purpose of netting debit and credit balances;12Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c)any payment or close out netting or set-off arrangement pursuant to any derivative transaction entered into in connection withprotection against fluctuation in any rate or price or any foreign exchange transaction entered into by a member of the Groupwhich constitutes Permitted Financial Indebtedness, excluding, in each case, any Security or Quasi-Security under a creditsupport arrangement;(d)any lien arising by operation of law and in the ordinary course of business;(e)any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the Signing Date if theprincipal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of theGroup, and provided that any such Security or Quasi-Security is released within six months following the completion date of theacquisition;(f)any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after theSigning Date, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of theGroup, if the principal amount secured has not increased in contemplation of or since the acquisition of that company, andprovided that any such Security or Quasi-Security is released within six months following the completion date of the acquisition;(g)any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangementshaving similar effect in respect of goods supplied to a member of the Group in the ordinary course of business and on thesupplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group;(h)any Security or Quasi-Security in respect of the obligations of any member or the Group in respect of any lease arrangementsmade in the ordinary course of business and any Security or Quasi-Security over any rental deposits in respect of real estate orany other assets leased or licensed to a member of the Group;(i)any Security granted over receivables or bank accounts pursuant to any receivables discounting programme, factoringprogramme or like arrangement (including any securitisation or similar programme) of any member of the Group permitted underparagraph (n) of the definition of Permitted Financial Indebtedness;(j)any Security or Quasi-Security in respect of any Local Financing Arrangement, provided that the aggregate outstanding principalamount of the Financial Indebtedness so secured does not exceed EUR 10,000,000 (or its equivalent in another currency orcurrencies;(k)any Security or Quasi-Security arising in respect of any finance or capital lease arrangements permitted under paragraph (e) ofthe definition of Permitted Financial Indebtedness;(l)any cash collateral provided in the ordinary course of business in respect of letters of credit or bank guarantees to the issuer ofsuch letters of credit or bank guarantees provided that the amount of such cash collateral does not exceed the amount of therelevant exposure;(m)any Quasi Security arising as a result of a Disposal which is a Permitted Disposal;(n)any Security or Quasi-Security over cash paid into an escrow or similar account in connection with an acquisition or a PermittedDisposal;(o)any Security or Quasi-Security arising as a result of legal proceedings discharged within 60 days or otherwise contested in goodfaith;13Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(p)any Security or Quasi-Security arising in respect of unpaid taxes being contested in good faith, provided that Security or Quasi-Security is discharged within 45 days;(q)any Security or Quasi-Security over shares in Permitted Joint Ventures to secure obligations of a member of the Group (aspartner of the Permitted Joint Venture) to the other Permitted Joint Venture partner(s); and(r)any Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated with the principal amountof any other indebtedness which has the benefit of Security or Quasi-Security given by any member of the Group other than anypermitted under the paragraphs above) does not exceed the greater of (i) five per cent. of the consolidated assets of the Group,and (ii) EUR 50,000,000 (or its equivalent in another currency or currencies)."Qualifying Lender" has the meaning given to it in Clause 13 (Tax Gross up and Indemnities)."Quotation Day" means, in relation to any period for which an interest rate is to be determined:(a)(if the currency is euro) two TARGET Days before the first day of that period; or(b)(if the currency is dollar) two London Business Days (on which banks are open for general business in London) before the firstday of that period,(c)(for any other currency) two Business Days before the first day of that period,(unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will bedetermined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on morethan one day, the Quotation Day will be the last of those days))."Reference Bank Quotation" means any quotation supplied to the Agent by a Reference Bank."Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at itsrequest by the Reference Banks:(a)in relation to EURIBOR:(i)(other than when paragraph (ii) below applies) as the rate at which the relevant Reference Bank believes one prime bankis quoting to another prime bank for interbank term deposits in euro within the Participating Member States for therelevant period; or(ii)if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors tothe applicable Screen Rate are asked to submit to the relevant administrator; or(b)in relation to LIBOR:(i)(other than where paragraph (ii) below applies) as the rate at which the relevant Reference Bank could borrow funds inthe London interbank market, in the relevant currency and for the relevant period, were it to do so by asking for and thenaccepting interbank offers for deposits in reasonable market size in that currency and for that period; or(ii)if different, as the rate (if any and applied to the relevant Reference Bank and the relevant currency and period) whichcontributors to the applicable Screen Rate are asked to submit to the relevant administrator."Reference Banks" means:(a)in relation to EURIBOR, the principal Paris offices of BNP Paribas, Natixis and Société Générale; and(b)in relation to LIBOR, the principal London offices of BNP Paribas, Natixis and Société Générale,or, in each case, such other entities as may be appointed by the Agent in consultation with the Borrower and, when any such entity is aLender, subject to its prior consent.14Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager orinvestment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investmentmanager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund."Relevant Market" means, in relation to euro, the European interbank market and in relation to any other currency, the London interbankmarket."Relevant Period" has the meaning given to this term in Clause 20.1 (Financial definitions)."Repeating Representations" means each of the representations set out in Clauses 18.1 (Status) to 18.4 (Power and authority), 18.6(Governing law and enforcement), 18.9 (No default), 18.11 (Financial statements) (other than the representation set out in paragraph18.11.3) to 18.14 (Sanctions, anti-money laundering and anti-corruption laws)."Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian."Revenue ex-Tac" has the meaning given to this term in Clause 20.1 (Financial definitions)."Rollover Loan" means one or more Loans:(a)made or to be made on the same day that a maturing Loan is due to be repaid;(b)the aggregate amount of which is equal to or less than the amount of the maturing Loan;(c)in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of acurrency); and(d)made or to be made for the purpose of refinancing that maturing Loan."Sanctioned Person" means a person that is listed on, or owned or controlled by (as and to the extent such terms are used in therelevant Sanctions), or acting on behalf of, a person listed on any Sanctions List, or who is otherwise the target of Sanctions."Sanctions" means any laws or regulations relating to economic or financial sanctions or trade embargoes or related restrictive measuresimposed, administered or enforced from time to time by a Sanctions Authority.“Sanctions Permitted Action” means an action which, in relation to any Sanctions imposed, administered or enforced from time to timeby a Sanctions Authority in relation to such action, is licenced or otherwise authorised by each applicable Sanctions Authority, andprovided that such action would not cause any Finance Party or member of the Group to be in breach of any Sanctions."Sanctions Authority" means (i) the United Nations Security Council; (ii) the United States government; (iii) the European Union; (iv) theUnited Kingdom government; (v) the French Republic; and, (vi) the respective governmental institutions and agencies of any of theforegoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United StatesDepartment of State and Department of Commerce, and Her Majesty's Treasury (together, "Sanctions Authorities")."Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons Listmaintained by the US Department of Commerce, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty'sTreasury, or any other list issued or maintained by any Sanctions Authorities of persons subject to Sanctions (including investment orrelated restrictions), each as amended, supplemented or substituted from time to time.15Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Screen Rate" means:(a)in relation to EURIBOR, the euro interbank offered rate administered by the European Money Market Institute (or any otherperson which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation orrepublication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuterspage which displays that rate); and(b)in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any otherperson which takes over the administration of that rate) for the relevant currency and period displayed (before any correction,recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or anyreplacement Thomson Reuters page which displays that rate),or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of ThomsonReuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate afterconsultation with the Borrower."Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreementor arrangement having a similar effect."Signing Date" means the date of signature of this Agreement."Specified Time" means a day or time determined in accordance with Schedule 8 (Timetables)."Subsidiary" means in relation to any company, another company which is controlled by it within the meaning of article L.233-3 of theFrench Code de Commerce."TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a singleshared platform and which was launched on 19 November 2007."TARGET Day" means any day on which TARGET2 is open for the settlement of payments in euro."Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable inconnection with any failure to pay or any delay in paying any of the same)."Termination Date" means the date which is five years after the Signing Date."Total Commitments" means the aggregate of the Commitments, being EUR 250,000,000 at the Signing Date."Transaction Information" means all documents and factual information concerning the Group which, at the Borrower's request and on itsbehalf, was prepared in relation to this transaction and distributed to the Arrangers before the Signing Date."Transfer Agreement" means an agreement substantially in the form set out in Schedule 4 (Form of Transfer Agreement) or any otherform agreed between the Agent and the Borrower."Transfer Date" means, in relation to an assignment or a transfer, the later of:(a)the proposed Transfer Date specified in the relevant Transfer Agreement; and(b)the date on which the Agent executes the Transfer Agreement."Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance Documents."US" means the United States of America.16Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."US Tax Obligor" means the Borrower, if:(a)it is resident for tax purposes in the US; or(b)some or all of its payments under the Finance Documents are from sources within the US for US federal income tax purposes."Utilisation" means a utilisation of the Facility."Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made."Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request)."VAT" means:(a)any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (ECDirective 2006/112); and(b)any other tax of a similar nature, whether imposed in a member state of the European Union, in substitution for, or levied inaddition to, such tax referred to in paragraph (a) above, or imposed elsewhere.1.2Construction1.Unless a contrary indication appears, any reference in this Agreement to:(A)the "Agent", an "Arranger", any "Finance Party", any "Lender", the "Borrower" or any "Party" shall be construed soas to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligationsunder the Finance Documents;(B)"assets" includes present and future properties, revenues and rights of every description;(C)"corporate reconstruction" includes in relation to any company any contribution of part of its business in considerationof shares (apport partiel d'actifs) and any demerger (scission) implemented in accordance with articles L.236 1 to L.23624 of the French Code de Commerce;(D)a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or otheragreement or instrument as amended or novated, supplemented, extended or restated;(E)a "group of Lenders" includes all the Lenders;(F)"gross negligence" means "faute lourde";(G)a "guarantee" includes any type of "sûreté personnelle";(H)"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment ofmoney, whether present or future, actual or contingent;(I)"merger" includes any fusion implemented in accordance with articles L.236-1 to L.236-24 of the French Code deCommerce;(J)a "person" includes any individual, firm, company, corporation, government, state or agency of a state or anyassociation, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);(K)a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force oflaw) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;(L)a "security interest" includes any type of security (sûreté réelle) and assignment or transfer by way of security;17Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(M)"trustee, fiduciary and fiduciary duty" has in each case the meaning given to such term under any applicable law;(N)"wilful misconduct" means "dol";(O)a provision of law is a reference to that provision as amended or re-enacted; and(P)unless a contrary indication appears, a time of day is a reference to Paris time.2.The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard anyinconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.3.Section, Clause and Schedule headings are for ease of reference only.4.Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connectionwith any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.5.A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is"continuing" if it has not been waived.1.3Currency symbols and definitions"$", "USD" and "dollars" denote the lawful currency of the United States of America;"€", "EUR" and "euro" denote the single currency of the Participating Member States.SECTION 2THE FACILITY2.THE FACILITY2.1The FacilitySubject to the terms of this Agreement, the Lenders make available to the Borrower a multicurrency revolving loan facility in an aggregateamount equal to the Total Commitments.2.2Increasea.The Borrower may by giving prior notice to the Agent by no later than the date falling 15 Business Days after the effective date ofa cancellation of:i.the Available Commitments of a Defaulting Lender in accordance with Clause 8.9 (Right of cancellation in relation to aDefaulting Lender); orii.the Commitments of a Lender in accordance with:1.Clause 8.1 (Illegality); or2.Clause 8.8 (Right of replacement or repayment and cancellation in relation to a single Lender),request that the Commitments relating to the Facility be increased (and the Commitments relating to the Facility shall be soincreased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitmentsrelating to the Facility so cancelled as follows:iii.the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an"Increase Lender") selected by the Borrower (each of which shall not be a member of the Group) and each of whichconfirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and doesassume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume,as if it had been an Original Lender;18Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.iv.the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against oneanother as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been anOriginal Lender;v.each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each of the other FinanceParties shall assume obligations towards one another and acquire rights against one another as that Increase Lender andthose Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;vi.the Commitments of the other Lenders shall continue in full force and effect; andvii.any increase in the Commitments relating to the Facility shall take effect on the date specified by the Borrower in thenotice referred to above or any later date on which the conditions set out in Clause 2.2.2 below are satisfied.b.An increase in the Commitments relating to the Facility will only be effective on:i.the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; andii.in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the Agent beingsatisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable lawsand regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Agent shallpromptly notify the Borrower and the Increase Lender upon being so satisfied.c.Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authorityto execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders inaccordance with this Agreement on or prior to the date on which the increase becomes effective.d.The Borrower shall, promptly on demand, pay the Agent the amount of all costs and expenses (including legal fees), upon thepresentation of supporting invoices and up to an agreed cap, reasonably incurred by it in connection with any increase inCommitments under this Clause 2.2.e.The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in anamount equal to the fee which would be payable under Clause 23.3 (Assignment or transfer fee) if the increase was a transferpursuant to Clause 23.5 (Procedure for transfer or assignment) and if the Increase Lender was a New Lender.f.The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Borrower and theIncrease Lender in a letter between the Borrower and the Increase Lender setting out that fee. A reference in this Agreement to aFee Letter shall include any letter referred to in this paragraph 2.2.6.g.Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis to this Clause 2.2 in relation to anIncrease Lender as if references in that Clause to:19Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.i.an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;ii.the "New Lender" were references to that "Increase Lender"; andiii.a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment".2.3Finance Parties' rights and obligationsa.The obligations of each Finance Party under the Finance Documents are several (conjointes et non solidaires). Failure by aFinance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party underthe Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the FinanceDocuments.b.The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights andany debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.c.A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the FinanceDocuments.3.PURPOSE3.1PurposeThe Borrower shall apply all amounts borrowed by it under the Facility towards financing general corporate purposes of the Group, includingany acquisitions of, without any limitation, shares, assets or businesses by members of the Group.3.2MonitoringNo Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.4.CONDITIONS OF UTILISATION4.1Initial conditions precedenta.The entry into force of the Agreement is subject to the receipt by the Agent on the Signing Date of all the documents and otherevidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent (acting onbehalf of the Lenders) shall notify promptly the Borrower that such documents and other evidence have been received insatisfactory form and substance and that the Agreement has entered into force.b.Other than to the extent that any Lender notifies the Agent in writing to the contrary before the Agent gives the notificationdescribed in paragraph 4.1.1 above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shallnot be liable for any damages, costs or losses whatsoever as a result of giving any such notification.4.2Further conditions precedenta.The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and onthe proposed Utilisation Date:i.in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the caseof any other Loan, no Default is continuing or would result from the proposed Loan; and20Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ii.in the case of a Rollover Loan, the Repeating Representations set out in paragraphs 18.1 (Status) to 18.4 (Power andauthority) (inclusive), 18.6 (Governing law and enforcement), and 18.14 (Sanctions, anti-money laundering and anti-corruption laws) to be made by the Borrower are true in all material respects and, in the case of any other Loan, theRepeating Representations to be made by the Borrower are true in all material respects.4.3Conditions relating to Optional Currenciesa.A currency will constitute an Optional Currency in relation to a Loan if it is dollars or:i.it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market forthat currency on the Quotation Day and the Utilisation Date for that Loan; andii.it has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of therelevant Utilisation Request for that Loan.b.If the Agent has received a written request from the Borrower for a currency to be approved under Clause 4.3.1(B) above, theAgent will confirm to the Borrower by the Specified Time:i.whether or not the Lenders have granted their approval; andii.if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation inthat currency.4.4Maximum number of Loansa.The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation, eleven or more Loans would beoutstanding.b.Any Loan made by a single Lender under Clause 6.2 (Unavailability of a currency) shall not be taken into account in this Clause4.4.21Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 3UTILISATION5.UTILISATION5.1Delivery of a Utilisation RequestThe Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.5.2Completion of a Utilisation Requesta.Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:i.the proposed Utilisation Date is a Business Day within the Availability Period;ii.the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);iii.the proposed Interest Period complies with Clause 10 (Interest Periods); andiv.it specifies whether or not the Utilisation is an Acquisition Drawdown.b.Only one Loan may be requested in each Utilisation Request.5.3Currency and amounta.The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.b.The amount of the proposed Loan must be:i.if the currency selected is the Base Currency, a minimum of EUR 5,000,000 for the first Utilisation and EUR 1,000,000for each subsequent Utilisation; andii.if the currency selected is dollars, a minimum of the equivalent of EUR 5,000,000 in dollars for the first Utilisation and aminimum of USD 1,000,000 for each subsequent Utilisation;iii.if the currency selected is an Optional Currency (other than dollars), the minimum amount (and if required integralmultiple) specified by the Agent pursuant to paragraph 4.3.2(B) (Conditions relating to Optional Currencies);or, in each case, if less, the Available Facility; oriv.in any event such that its Base Currency Amount is less than or equal to the Available Facility.5.4Lenders' participationa.If the conditions set out in this Agreement have been met each Lender shall make its participation in each Loan available by theUtilisation Date through its Facility Office.b.The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to theAvailable Facility immediately prior to making the Loan.c.The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notifyeach Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in thatLoan in each case by the Specified Time.22Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.5Cancellation of CommitmentThe Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.6.OPTIONAL CURRENCIES6.1Selection of currencyThe Borrower shall select the currency of a Loan in a Utilisation Request.6.2Unavailability of a currencyIf before the Specified Time on any Quotation Day:a.in respect of an Optional Currency other than dollars, a Lender notifies the Agent that the Optional Currency requested is notreadily available to it in the amount required; orb.a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency wouldcontravene a law or regulation applicable to it,the Agent will give notice to the Borrower to that effect by the Specified Time on that day. In this event, any Lender that gives noticepursuant to this Clause 6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender's proportionof the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender's proportion of the Base Currency Amountof the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currencyduring that Interest Period.6.3Agent's calculationEach Lender's participation in a Loan will be determined in accordance with Clause 5.4 (Lenders' participation).23Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION7.REPAYMENT OF LOANSThe Borrower shall repay each Loan on the last day of its Interest Period.8.PREPAYMENT AND CANCELLATION8.1IllegalityIf (A) in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreementor to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so, or (B) if amember of the Group becomes a Sanctioned Person:a.that Lender shall (or in the case of (B) above, that Lender may) promptly notify the Agent upon becoming aware of that event;b.upon the Agent notifying the Borrower, each Available Commitment of that Lender will (in the case of (B) above, only if therelevant Lender so specifies in a notice to the Agent) be immediately cancelled; andc.to the extent that the Lender's participation has not been transferred pursuant to paragraph 8.8.4, the Borrower shall (in the caseof (B) above, only if the relevant Lender so specifies in a notice to the Agent) repay that Lender's participation in the Loans madeto it on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the datespecified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace periodpermitted by law) and that Lender's corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.8.2Change of controla.If any person or group of persons acting in concert gains control of the Borrower:i.the Borrower shall promptly notify the Agent upon becoming aware of that event and the Agent shall then promptly notifythe Lenders, with a copy to the Borrower, of that event;ii.a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); andiii.if a Lender so requires and notifies the Agent within 15 Business Days of the Agent notifying that Lender of the event,the Agent shall, by not less than 30 Business Days' notice to the Borrower, cancel the Commitment of that Lender anddeclare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amountsaccrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will becancelled and all such outstanding Loans and amounts will become immediately due and payable.b.For the purpose of Clause 8.2.1 above "control" has the meaning given in article L.233-3 of the French Code de Commerce.c.For the purpose of Clause 8.2.1 above "acting in concert" has the meaning given in article L.233-10 of the French Code deCommerce.24Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.3Mandatory Prepayment - Disposals Proceedsa.For the purposes of this Clause 8.3:"Acquisition Drawdown" means a Loan (and any subsequent Rollover Loan of that Loan) made to finance, in whole or in part,the acquisition by a member of the Group of shares or a business.b.On a Disposal by any member of the Group of shares or of a business the acquisition of which was financed with the proceeds ofan Acquisition Drawdown, the Borrower shall prepay such Acquisition Drawdown, in each case:i.in an amount equal to the portion of the relevant Net Disposal Proceeds that exceeds EUR 10,000,000 (or an equivalentamount in other currencies); andii.up to a maximum amount equal to the Acquisition Drawdown,unless such Net Disposal Proceeds have been reinvested in other assets for use in the business within 12 months of the receiptof such Net Disposal Proceeds.c.Any prepayment under this Clause 8.3 shall be made on the last day of the Interest Period during which the 12-month periodreferred to in paragraph 8.3.2 ends.d.Any prepayment under this Clause 8.3 shall not reduce the Total Commitments.8.4Mandatory Prepayment - New Debt Issuesa.If the Borrower or a member of the Group issues or raises a New Debt Issue pursuant to paragraph (o) of the definition of“Permitted Financial Indebtedness” which is not used to finance all or part of an Acquisition Repayment Amount (as defined inClause 8.5.1 below), the Borrower shall prepay the outstanding Loans in an amount equal to at least 50 per cent. of the NetProceeds of such New Debt Issue at the latest on the last day of each then current Interest Period of each Loan to be prepaidduring which the Net Proceeds are received. Such Net Proceeds shall be applied in priority towards the Loans whose repaymentdate is the closest (and, if several Loans share the same repayment date, pro rata against such Loans).b.Any prepayment under this Clause 8.5 shall reduce pro tanto the Total Commitments.8.5Mandatory Prepayment - Acquisition Drawdowna.If the amount of an Acquisition Drawdown used to finance the acquisition of one or several companies and/or businesses sold byone or several vendors, forming part of the same transaction, exceeds two thirds of EUR 250,000,000, the Borrower shall repaythe outstanding Loans in an amount of at least EUR 62,500,000 (the "Acquisition Repayment Amount") within 12 months of thecompletion date of such acquisition. The Borrower shall give the Agent no less than five Business Days prior notice of suchprepayment, and no such prepayment shall occur prior to the end of such five Business Days period.b.If the Net Proceeds of a New Debt Issue issued or raised pursuant to paragraph (o) of the definition of "Permitted FinancialIndebtedness" are to be used to finance all or part of an Acquisition Repayment Amount:i.100% of those Net Proceeds shall be applied towards repayment of the outstanding Loans if those Net Proceeds areless or equal to the relevant Acquisition Repayment Amount; orii.if the Net Proceeds of that New Debt Issue are greater than the relevant Acquisition Repayment Amount, the Borrowershall apply those Net Proceeds towards the prepayment of the outstanding Loans in an amount up to the greater of (1)50% of those Net Proceeds, and (2) an amount equal to such Acquisition Repayment Amount,in each case, within 12 months of the completion date of the acquisition giving rise to the Acquisition Repayment Amount.25Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.c.If the Acquisition Repayment Amount is financed using the Net Proceeds of any New Debt Issue issued or raised pursuant toparagraph (o) of the definition of "Permitted Financial Indebtedness", such repayment will entail the cancellation of acorresponding amount of the Total Commitments up to the portion of such Acquisition Repayment Amount financed using suchNet Proceeds. For the avoidance of doubt, any portion of such Acquisition Repayment Amount financed by way of cash of theGroup or equity shall not entail the cancellation of a corresponding amount of the Total Commitments.8.6Voluntary cancellationThe Borrower may, if it gives the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) priornotice, cancel the whole or any part (being a minimum amount of €5,000,000) of the Available Facility. Any cancellation under this Clause8.6 shall reduce the Commitments of the Lenders rateably.8.7Voluntary prepayment of the LoansThe Borrower may, if it gives the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) priornotice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Facility by aminimum amount of €5,000,000). For the avoidance of doubt, any prepayment under this Clause 8.7 shall not reduce the TotalCommitments.8.8Right of replacement or repayment and cancellation in relation to a single Lendera.If:i.any sum payable to any Lender by the Borrower is required to be increased under paragraph 13.2.3 (Tax gross-up) orunder an equivalent provision of any Finance Document; orii.any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increasedcosts); oriii.any amount payable to any Lender by the Borrower under a Finance Document is not, or will not be (when the relevantcorporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for the Borrowerby reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through aFacility Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for thebenefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction,the Borrower may, whilst the circumstance giving rise to the requirement for that increase, indemnification or non-deductibility forFrench tax purposes continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention toprocure the repayment of that Lender's participation in the Loans or give the Agent notice of its intention to replace that Lender inaccordance with paragraph 8.8.4 below.b.On receipt of a notice of cancellation referred to in paragraph 8.8.1 above, the Commitment of that Lender shall immediately bereduced to zero.c.On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph 8.8.1above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in thatLoan.26Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.d.If:i.any of the circumstances set out in paragraph 8.8.1 above applies to a Lender; orii.the Borrower becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender,the Borrower may, on 15 Business Days' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to(and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not partonly) of its rights and obligations under this Agreement to a Lender or other bank or financial institution selected by the Borrowerwhich confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance withClause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to theoutstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest (to the extent thatthe Agent has not given a notification under Clause 23.8 (Pro rata interest settlement)), Break Costs and other amounts payablein relation thereto under the Finance Documents.e.The replacement of a Lender pursuant to paragraph 8.8.4 above shall be subject to the following conditions:i.the Borrower shall have no right to replace the Agent;ii.neither the Agent nor any Lender shall have any obligation to find a replacement Lender;iii.in no event shall the Lender replaced under paragraph 8.8.4 above be required to pay or surrender any of the feesreceived by such Lender pursuant to the Finance Documents; andiv.the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph 8.8.4 above once it issatisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable lawsand regulations in relation to that transfer.f.A Lender shall perform the checks described in paragraph 8.8.5(D) above as soon as reasonably practicable following delivery ofa notice referred to in paragraph 8.8.4 above and shall notify the Agent and the Borrower when it is satisfied that it has compliedwith those checks.8.9Right of cancellation in relation to a Defaulting Lendera.If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender,give the Agent five Business Days' notice of cancellation of the Available Commitment of that Lender.b.On the notice referred to in paragraph 8.9.1 above becoming effective, the Available Commitment of the Defaulting Lender willimmediately be reduced to zero.c.The Agent shall as soon as practicable after receipt of a notice referred to in paragraph 8.9.1 above, notify all the Lenders.8.10Mandatory prepayment and cancellation in relation to a single LenderIf it becomes unlawful for the Borrower to perform any of its obligations to any Lender under paragraph 13.2.3 of Clause 13.2 (Tax gross-up) or under an equivalent provision of any Finance Document,a.the Borrower shall promptly notify the Agent upon becoming aware of that event;b.upon the Agent notifying that Lender, its Commitment(s) will be immediately cancelled; andc.that Borrower shall repay that Lender's participation in the Loans made to that Borrower on the last day of each Interest Periodwhich ends after the Borrower has given notice under Clause 8.10.1 above or, if earlier, the date specified by that Lender in anotice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).27Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.11Restrictionsa.Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contraryindication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to bemade and the amount of that cancellation or prepayment.b.Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to anyBreak Costs, without premium or penalty.c.Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed inaccordance with the terms of this Agreement.d.The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at thetimes and in the manner expressly provided for in this Agreement.e.Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequentlyreinstated.f.If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or theaffected Lender, as appropriate.g.If all or part of any Lender's participation in a Loan under the Facility is repaid or prepaid and is not available for redrawing (otherthan by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment (equal to the BaseCurrency Amount of the amount of the participation which is repaid or prepaid) in respect of the Facility will be deemed to becancelled on the date of repayment or prepayment.8.12Application of prepaymentsAny prepayment of a Loan pursuant to this Clause 8, other than Clause 8.1 (Illegality), 8.2 (Change of control), 8.8 (Right of replacement orrepayment and cancellation in relation to a single Lender), Clause 8.9 (Right of cancellation in relation to a Defaulting Lender) or 8.10(Mandatory prepayment and cancellation in relation to a single Lender) shall be applied pro rata to each Lender's participation in that Loan.28Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 5COSTS OF UTILISATION9.INTEREST9.1Calculation of interestThe rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:a.Margin; andb.EURIBOR or, in relation to any Loan in the Optional Currency, LIBOR; andc.Mandatory Cost, if any.9.2Payment of interestThe Borrower shall pay accrued interest on a Loan on the last day of each Interest Period (and, if the Interest Period is longer than sixMonths, on the dates falling at six-monthly intervals after the first day of the Interest Period).9.3Default interesta.If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue to thefullest extent permitted by law on the overdue amount from the due date up to the date of actual payment (both before and afterjudgment) at a rate which, subject to Clause 9.3.2 below, is the aggregate of the rate of EURIBOR (for Loans denominated ineuros) or LIBOR (for Loans denominated in dollars), the highest Margin and two per cent. per annum. Any interest accruing underthis Clause 9.3 shall be immediately payable by the Borrower on demand by the Agent.b.If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an InterestPeriod relating to that Loan:i.the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the currentInterest Period relating to that Loan; andii.the rate of interest applying to the overdue amount during that first Interest Period shall be the aggregate of the rate ofEURIBOR (for Loans denominated in euros) or LIBOR (for Loans denominated in dollars), the applicable Margin and twoper cent. per annum.c.Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount only if, within the meaningof Article 1154 of the French Code Civil, such interest is due for a period of at least one year, but will remain immediately dueand payable.9.4Margin adjustmentsa.Prior to the date on which the Compliance Certificate to be delivered in connection with the financial year ending 31 December2015 is delivered, the Margin in relation to each Loan will be the Initial Margin.b.Subject to paragraph 9.4.3, at any time thereafter, the applicable Margin shall be the percentage determined on the basis of theLeverage as confirmed by the most recently delivered Compliance Certificate, in the manner set forth below:Leverage ("L")Margin p.a. (bps)L > 2.01252.0 ≥à L > 1.51101.5 ≥à L > 1.0951.0 ≥à L8529Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.c.For the purpose of paragraph 9.4.2:i.any increase or decrease in the Margin for a Loan shall take effect on the date which is three Business Days afterreceipt by the Agent of the relevant Compliance Certificate unless the Agent receives such Compliance Certificate fiveBusiness Days (or less) before the end of an Interest Period in which case the relevant increase or decrease in theMargin shall take effect on the first day of the next Interest Period; andii.if an Event of Default has occurred and is continuing or any Compliance Certificate has not been duly delivered to theAgent in accordance with Clause 19.2 (Compliance Certificate), the Margin shall be immediately the highest rate set outabove until the Event of Default has been remedied or waived or the Compliance Certificate has been duly delivered tothe Agent, from which date the Margin shall be determined in accordance with paragraph 9.4.1 or, as the case may be,9.4.2 above.9.5Notification of rates of interesta.The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest under thisAgreement.b.The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.9.6Effective Global Rate (Taux Effectif Global)For the purposes of articles L.313-1, L.313-2 and R.313-1 et seq. of the French Code de la Consommation and article L.313-4 of theFrench Code Monétaire et Financier, the Parties acknowledge that (i) the effective global rate (taux effectif global) calculated on theSigning Date, based on assumptions as to the period rate (taux de période) and the period term (durée de période) and on the assumptionthat the interest rate and all other fees, costs or expenses payable under this Agreement will be maintained at their original levelthroughout the term of this Agreement, is set out in a letter from the Agent to the Borrower and (ii) that letter forms part of this Agreement.The Borrower acknowledges receipt of that letter.10.INTEREST PERIODS10.1Selection of Interest Periodsa.The Borrower shall select an Interest Period for a Loan in the Utilisation Request for that Loan.b.Subject to this Clause, the Borrower may select an Interest Period of:i.one, three or six Months if the Loan is denominated in euros;ii.three or six Months if the Loan is denominated in dollars,iii.three or six Months if the Loan is denominated in an Optional Currency (other than dollars);or any other period agreed between the Borrower and the Agent (acting on behalf of the Lenders) in relation to the relevant Loan.c.An Interest Period for a Loan shall not extend beyond the Termination Date.d.Each Interest Period for a Loan shall start on the Utilisation Date.e.A Loan has one Interest Period only.30Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.10.2Non-Business DaysIf an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next BusinessDay in that calendar month (if there is one) or the preceding Business Day (if there is not).11.CHANGES TO THE CALCULATION OF INTEREST11.1Unavailability of Screen Ratea.Interpolated Screen Rate: If no Screen Rate is available for EURIBOR or, if applicable, LIBOR for the Interest Period of a Loan,the applicable EURIBOR or LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of thatLoan.b.Reference Bank Rate: If no Screen Rate is available for EURIBOR or, if applicable, LIBOR for:i.the currency of a Loan; orii.the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,the applicable EURIBOR or LIBOR shall be the Reference Bank Rate as of the Specified Time for the currency of that Loan andfor a period equal in length to the Interest Period of that Loan.c.Cost of funds: If paragraph 11.1.2 above applies but no Reference Bank Rate is available for the relevant currency or InterestPeriod there shall be no EURIBOR or LIBOR for that Loan and Clause 11.4 (Cost of funds) shall apply to that Loan for thatInterest Period.11.2Calculation of Reference Bank Ratea.Subject to paragraph 11.2.2, if EURIBOR or LIBOR is to be determined on the basis of a Reference Bank Rate but a ReferenceBank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of thequotations of the remaining Reference Banks.b.If at or about 11:30 a.m. on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be noReference Bank Rate for the relevant Interest Period.11.3Market disruptionIf before close of business in Paris on the Quotation Day for the relevant Interest Period, the Agent receives notification from a Lender orLenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan fromwhatever source it may reasonably select would be in excess of EURIBOR or, if applicable, LIBOR then Clause 11.4 (Cost of funds) shallapply to that Loan for the relevant Interest Period.11.4Cost of fundsa.If this Clause 11.4 applies, the rate of interest on each Lender's share of the relevant Loan for the relevant Interest Period shallbe the percentage rate per annum which is the sum of:i.the Margin; andii.the rate notified to the Agent by that Lender as soon as practicable and in any event not later than the date falling fiveBusiness Days before the date on which interest is due to be paid in respect of that Interest Period, to be that whichexpresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan fromwhatever source it may reasonably select; andiii.the Mandatory Cost, if any, applicable to that Lender's participation in the Loan.b.If this Clause 11.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (fora period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.c.Any alternative basis agreed pursuant to Clause 11.4.2 above shall, with the prior consent of all the Lenders and the Borrower, bebinding on all Parties.31Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.11.5Break Costsa.The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costsattributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an InterestPeriod for that Loan or Unpaid Sum.b.Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amountof its Break Costs for any Interest Period in which they accrue.12.FEES12.1Commitment feea.The Borrower shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of 35 percent. per annum of the applicable Margin on that Lender's Available Commitment for the Availability Period.b.The accrued commitment fee is payable on the last day of each successive period of three Months which ends during theAvailability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevantLender's Commitment at the time the cancellation is effective.c.No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for anyday on which that Lender is a Defaulting Lender.12.2Utilisation feea.The Borrower shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed quarterly on the dailyoutstanding amount under the Facility during the preceding quarter at the rate of:i.0.10 per cent. per annum for the period during which the aggregate outstanding amount of the Loans is less than or equalto 33 per cent. of the Total Commitments;ii.0.20 per cent. per annum for the period during which the aggregate outstanding amount of the Loans is strictly greaterthan 33 per cent. but less than or equal to 66% of the Total Commitments;iii.0.40 per cent. per annum for the period during which the aggregate outstanding amount of the Loans is strictly greaterthan 66 per cent of the Total Commitments.b.The accrued utilisation fee is payable on the last day of each successive period of three Months which ends during theAvailability Period and for the last time, on the Termination Date.12.3Upfront feeThe Borrower shall pay to the Arrangers an arrangement and participation fee in the amount and at the times agreed in a Fee Letter.32Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.12.4Agency feeThe Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.12.5Coordination and documentation feeThe Borrower shall pay to the Coordinator and Documentation Agent (for its own account) a fee in the amount and at the times agreed in aFee Letter.33Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 6ADDITIONAL PAYMENT OBLIGATIONS13.TAX GROSS UP AND INDEMNITIES13.1Definitionsa.In this Agreement:"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or onaccount of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received orreceivable) under a Finance Document."Qualifying Lender" means a Lender which:(a)fulfils the conditions imposed by French Law in order for payments under the Finance Documents not to be subject to (oras the case may be, to be exempt from) any Tax Deduction; or(b) is a Treaty Lender."Tax Credit" means a credit against, relief or remission for, or repayment of any Tax."Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, otherthan a FATCA Deduction."Tax Payment" means either the increase in a payment made by the Borrower to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity)."Treaty Lender" means a Lender which:(a) is treated as resident of a Treaty State for the purposes of the Treaty;(b)does not carry on business in France through a permanent establishment with which that Lender's participation in theLoan is effectively connected;(c)is acting from a Facility Office situated in its jurisdiction of incorporation; and(d)fulfils any other conditions which must be fulfilled under the Treaty by residents of the Treaty State for such residents toobtain exemption from Tax imposed by France on payments under the Finance Documents, subject to the completion ofany necessary procedural formalities."Treaty State" means a jurisdiction having a double taxation agreement (with France (the "Treaty"), which makes provision forfull exemption from Tax imposed by France on payments under the Finance Documents.b.Unless a contrary indication appears, in this Clause 13 a reference to "determines" or "determined" means a determinationmade in the absolute discretion of the person making the determination.13.2Tax gross-upa.The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.b.The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate orthe basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware inrespect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.c.If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall beincreased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have beendue if no Tax Deduction had been required.34Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.d.A payment shall not be increased under paragraph 13.2.3 above by reason of a Tax Deduction on account of Tax imposed byFrance, if on the date on which the payment falls due:i.the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a QualifyingLender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any changeafter the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) anylaw or double taxation agreement, or any published practice or published concession of any relevant taxing authority; orii.the relevant Lender is a Treaty Lender and the Borrower is able to demonstrate that the payment could have been madeto the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph 13.2.7 below,provided that the exclusion for changes after the date a Lender became a Lender under this Agreement in paragraph 13.2.4(A)above shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Lender ifsuch Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit ofthat Lender in a financial institution situated in a Non-Cooperative Jurisdiction.e.If required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection withthat Tax Deduction within the time allowed and in the minimum amount required by law.f.Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrowershall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Partythat the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.g.A Treaty Lender and the Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completingany procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.13.3Tax indemnitya.The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss,liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Taxby that Protected Party in respect of a Finance Document.b.Paragraph 13.3.1 above shall not apply:i.with respect to any Tax assessed on a Finance Party:1.under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (orjurisdictions) in which that Finance Party is treated as resident for tax purposes; or2.under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amountsreceived or receivable in that jurisdiction,if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemedto be received or receivable) by that Finance Party; or35Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ii.to the extent a loss, liability or cost:1.is compensated for by an increased payment under Clause 13.2 (Tax gross-up);2.would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not socompensated solely because one of the exclusions in paragraph 13.2.4 of Clause 13.2 (Tax gross-up) applied;3.is suffered for or on account of any Bank Levy; or4.relates to a FATCA Deduction required to be made by a Party.c.A Protected Party making, or intending to make a claim under paragraph 13.3.1 above shall promptly notify the Agent of theevent which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.d.A Protected Party shall, on receiving a payment from the Borrower under this Clause 13.3, notify the Agent.13.4Tax CreditIf the Borrower makes a Tax Payment and the relevant Finance Party determines that:a.a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a TaxDeduction in consequence of which that Tax Payment was required; andb.that Finance Party has obtained and utilised that Tax Credit,the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the sameafter-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.13.5Lender Status Confirmationa.Each Lender which becomes a Party to this Agreement after the Signing Date shall indicate, in the Transfer Agreement orIncrease Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to theBorrower, which of the following categories it falls in:i.not a Qualifying Lender;ii.a Qualifying Lender (other than a Treaty Lender); oriii.a Treaty Lender.If a New Lender or Increase Lender fails to indicate its status in accordance with this Clause 13.5 then such New Lender orIncrease Lender shall be treated for the purposes of this Agreement (including by the Borrower) as if it is not a Qualifying Lenderuntil such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform theBorrower). For the avoidance of doubt, a Transfer Agreement or Increase Confirmation shall not be invalidated by any failure of aLender to comply with this Clause 13.5.b.Such Lender shall also specify, in the Transfer Agreement or Increase Confirmation which it executes upon becoming a Party,whether it is incorporated or acting through a Facility Office situated in a Non-Cooperative Jurisdiction. For the avoidance ofdoubt, a Transfer Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with thisparagraph 13.5.2.13.6Stamp taxesThe Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability thatFinance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.36Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.13.7Value added taxa.All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part)constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on thatsupply, and accordingly, subject to paragraph 13.7.2 below, if VAT is or becomes chargeable on any supply made by anyFinance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant taxauthority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any otherconsideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide anappropriate VAT invoice to that Party).b.If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the"Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the termsof any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being requiredto reimburse or indemnify the Recipient in respect of that consideration):i.(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party mustalso pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT.The Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any creditor repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates tothe VAT chargeable on that supply; andii.(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party mustpromptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on thatsupply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment fromthe relevant tax authority in respect of that VAT.c.Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Partyshall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, includingsuch part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled tocredit or repayment in respect of such VAT from the relevant tax authority.d.In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by suchFinance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such otherinformation as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to suchsupply.13.8FATCA Informationa.Subject to paragraph 13.8.3 below, each Party shall, within ten Business Days of a reasonable request by another Party:i.confirm to that other Party whether it is:1.a FATCA Exempt Party; or2.not a FATCA Exempt Party;ii.supply to that other Party such forms, documentation and other information relating to its status under FATCA as thatother Party reasonably requests for the purposes of that other Party's compliance with FATCA; and37Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.iii.supply to that other Party such forms, documentation and other information relating to its status as that other Partyreasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange ofinformation regime.b.If a Party confirms to another Party pursuant to paragraph 13.8.1(A) above that it is a FATCA Exempt Party and it subsequentlybecomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonablypromptly.c.Paragraph 13.8.1 above shall not oblige any Finance Party to do anything, and paragraph 13.8.1(C) above shall not oblige anyother Party to do anything, which would or might in its reasonable opinion constitute a breach of:i.any law or regulation;ii.any fiduciary duty; oriii.any duty of confidentiality.d.If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other informationrequested in accordance with paragraph 13.8.1(A)(1) or 13.8.1(A)(2) above (including, for the avoidance of doubt, whereparagraph 13.8.3 above applies), then such Party shall be treated for the purposes of the Finance Documents (and paymentsunder them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation,forms, documentation or other information.e.If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable lawor regulation require it, each Lender shall, within 10 Business Days of:i.where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the Signing Date;ii.where the Borrower is a US Tax Obligor on a Transfer Date or date on which an increase in Commitments takes effectpursuant to Clause 2.2 (Increase) and the relevant Lender is a New Lender or Increase Lender, the relevant TransferDate or date on which the relevant increase in Commitments takes effect pursuant to Clause 2.2 (Increase);iii.where the Borrower is not a US Tax Obligor, the date of a request from the Agent,supply to the Agent:1.a withholding certificate on Form W-8, Form W-9 or any other relevant form; or2.any withholding statement or other document, authorisation or waiver as the Agent may require to certify orestablish the status of such Lender under FATCA or that other law or regulation.f.The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from aLender pursuant to paragraph 13.8.5 above to the relevant Borrower.g.If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lenderpursuant to paragraph 13.8.5 above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it andprovide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it isunlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any suchupdated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.38Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.h.The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from aLender pursuant to paragraph 13.8.5 or 13.8.6 above without further verification. The Agent shall not be liable for any action takenby it under or in connection with paragraphs 13.8.5, 13.8.6 or 13.8.7 above.13.9FATCA Deductiona.Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with thatFATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCADeduction or otherwise compensate the recipient of the payment for that FATCA Deduction.b.Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rateor the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify theBorrower and the Agent and the Agent shall notify the other Finance Parties.14.INCREASED COSTS14.1Increased costsa.Subject to Clause 14.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay for theaccount of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a resultof (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii)compliance with any law or regulation made after the Signing Date.b.In this Agreement "Increased Costs" means:i.a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;ii.an additional or increased cost; oriii.a reduction of any amount due and payable under any Finance Document,which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Partyhaving entered into its Commitment or funding or performing its obligations under any Finance Document.14.2Increased cost claimsa.A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent of the event givingrise to the claim, following which the Agent shall promptly notify the Borrower.b.Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of itsIncreased Costs.14.3Exceptionsa.For the purposes of this Clause 14.3:"Basel III" means:(a)the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A globalregulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity riskmeasurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capitalbuffer" published by the Basel Committee on Banking Supervision in December 2010;39Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b)the rules for global systemically important banks contained in "Global systemically important banks: assessmentmethodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on BankingSupervision in November 2011;(c)any further guidance or standards published on or before the Signing Date by the Basel Committee on BankingSupervision which addresses the proposals contained in the above referred documents; and(d)including any amendment to Basel II on or before the Signing Date which takes into account or incorporates anymeasure from or in respect of paragraphs (a) to (c) above."CRD IV" means:(a)regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirementsfor credit institutions and investment firms;(b)directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of creditinstitutions and the prudential supervision of credit institutions and investment firms;(c)ordinance No. 2014-158 of 20 February 2014 for the adaptation of French law to EU law with respect to financial matters;and(d)orders dated 5 November 2014 relating to the implementation of EU regulation referred to in paragraphs (a) and (b)above.b.Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:i.attributable to a Tax Deduction required by law to be made by the Borrower;ii.attributable to a FATCA Deduction required to be made by a Party;iii.compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Taxindemnity) but was not so compensated solely because any of the exclusions in Clause 13.3.2 of Clause 13.3 (Taxindemnity) applied);iv.attributable to (i) the implementation or application of, or compliance with, Basel III or CRD IV or (ii) any other law orregulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by agovernment, regulator, Finance Party or any of its Affiliates), in each case in force on the Signing Date; orv.compensated for by the payment of the Mandatory Cost; orvi.attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.c.In this Clause 14.3, a reference to a "Tax Deduction" has the same meaning given to that term in Clause 13.1 (Definitions).15.OTHER INDEMNITIES15.1Currency indemnitya.If any sum due from the Borrower under the Finance Documents (a "Sum"), or any order, judgment or award given or made inrelation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into anothercurrency (the "Second Currency") for the purpose of:i.making or filing a claim or proof against the Borrower;ii.obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,40Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the Borrower shall as an independent obligation within three Business Days of demand, indemnify to the extent permitted by laweach Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversionincluding any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the SecondCurrency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.b.The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency orcurrency unit other than that in which it is expressed to be payable.15.2Other indemnitiesThe Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred bythat Finance Party as a result of:a.the occurrence of any Event of Default;b.a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, anycost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);c.funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but notmade by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default ornegligence by that Finance Party alone); ord.a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.15.3Indemnity to the AgentThe Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:a.investigating any event which it reasonably believes is a Default;b.acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriatelyauthorised; orc.instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under thisAgreement.16.MITIGATION BY THE LENDERS16.1Mitigationa.Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which ariseand which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1(Illegality), Clause 13 (Tax Gross up and Indemnities) or Clause 14 (Increased Costs) in any amount payable under a FinanceDocument by the Borrower becoming not deductible from the Borrower's taxable income for French tax purposes by reason ofthat amount being (i) paid or accrued to a Finance Party incorporated, domiciled, established or acting through a Facility Officesituated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of or for the benefit of that Finance Partyin a financial institution situated in a Non-Cooperative Jurisdiction, including (but not limited to) transferring its rights andobligations under the Finance Documents to another Affiliate or Facility Office.b.Clause 16.1.1 above does not in any way limit the obligations of the Borrower under the Finance Documents.41Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.16.2Limitation of liabilitya.The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Partyas a result of steps taken by it under Clause 16.1 (Mitigation).b.A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (actingreasonably), to do so might be prejudicial to it.17.COSTS AND EXPENSES17.1Transaction expensesThe Borrower shall promptly on demand pay the Agent and the Arrangers the amount of all costs and expenses (including legal fees)reasonably incurred by any of them (in relation to paragraph 17.1.1 only, subject to the cap agreed between the Borrower and theCoordinator and Documentation Agent) in connection with the negotiation, preparation, printing, execution and syndication of:a.this Agreement and any other documents referred to in this Agreement; andb.any other Finance Documents executed after the Signing Date.17.2Amendment costsIf:a.the Borrower requests an amendment, waiver or consent; orb.an amendment is required pursuant to Clause 28.10 (Change of currency),the Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legalfees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.17.3Enforcement costsThe Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (includinglegal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any FinanceDocument.42Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 7REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT18.REPRENTATIONSThe Borrower makes the representations set out in this Clause 18 to each Finance Party on the Signing Date.18.1Statusa.It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.b.It and each of its Material Subsidiaries has the power to own its assets and carry on its business as it is being conducted.18.2Binding obligationsThe obligations expressed to be assumed by it in each Finance Document are, subject to any general principles of law limiting itsobligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid,binding and enforceable obligations.18.3Non-conflict with other obligationsThe entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:a.any law or regulation applicable to it;b.its or any of its Material Subsidiaries' constitutional documents; orc.any agreement or instrument binding upon it or any of its Material Subsidiaries or any of its or any of its Material Subsidiaries'assets.18.4Power and authorityIt has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and deliveryof, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.18.5Validity and admissibility in evidenceAll Authorisations required or desirable:a.to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is aparty; andb.to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,have been obtained or effected and are in full force and effect.18.6Governing law and enforcementa.The choice of French law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction ofincorporation.b.Any judgment obtained in France in relation to a Finance Document will be recognised and enforced in its jurisdiction ofincorporation.18.7No filing or stamp taxesUnder the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any courtor other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or thetransactions contemplated by the Finance Documents.43Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.18.8Deduction of TaxIt is not required to make any Tax Deduction (as defined in Clause 13.1 (Definitions)) levied under the laws of France from any payment itmay make under any Finance Document to a Lender which is a Qualifying Lender.18.9No defaulta.No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.b.No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which isbinding on it or any of its Material Subsidiaries or to which its (or any of its Material Subsidiaries') assets are subject which mighthave a Material Adverse Effect.18.10No misleading informationa.Any Transaction Information provided by the Borrower was true and accurate in all material respects as at the date it wasprovided or as at the date (if any) at which it is stated.b.The financial projections contained in the Transaction Information have been prepared on the basis of recent historicalinformation and on the basis of reasonable assumptions.c.Nothing has occurred or been omitted from the Transaction Information and no information has been given or withheld that resultsin the Transaction Information being untrue or misleading in any material respect.18.11Financial statementsa.Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.b.Its Original Financial Statements fairly represent its financial condition as at the end of the relevant financial year and operationsduring the relevant financial year (consolidated in the case of the Borrower).c.There has been no material adverse change in its business or financial condition or the business or consolidated financialcondition of the Group since 31 December 2014.18.12Pari passu rankingIts payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured andunsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.18.13No proceedings pending or threatenedNo litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, mightreasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatenedagainst it or any of its Material Subsidiaries.18.14Sanctions, anti-money laundering and anti-corruption lawsa.No member of the Group nor, to the best of its knowledge and belief, any member of the Group's directors, officers or employees(in each case, in their capacity as such) is a Sanctioned Person.b.No member of the Group is incorporated or resident in a country which is subject to comprehensive countrywide Sanctions.44Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.c.No member of the Group nor, to the best of its knowledge and belief, any of their directors, officers or employees (in each case,in their capacity as such) has engaged in any activity or conducts business which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any material respect in any applicable jurisdiction.d.The representations in paragraphs 18.14.1 to 18.14.3 above shall not be interpreted or applied in relation to any member of theGroup incorporated in the Federal Republic of Germany to the extent that the obligations thereunder would violate or expose suchmember of the Group incorporated in the Federal Republic of Germany or any director, officer or employee thereof or any FinanceParty to any liability under any anti-boycott or blocking law, regulation or statute applicable to it including without limitation EURegulation (EC) 2271/96 or Section 4a of the Außenwirtschaftsverordnung (the German Foreign Trade Regulation).18.15RepetitionThe Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on thedate of each Utilisation Request and the first day of each Interest Period.19.INFORMATION UNDERTAKINGSThe undertakings in this Clause 19 remain in force from the Signing Date for so long as any amount is outstanding under the FinanceDocuments or any Commitment is in force.19.1Financial statementsThe Borrower shall supply to the Agent:a.as soon as the same become available, but in any event within 90 days after the end of each of its financial years, its annualaudited consolidated financial statements for that financial year;b.as soon as the same become available, but in any event within 180 days after the end of each of its financial years, its auditedannual unconsolidated financial statements for that financial year, together with the unaudited annual unconsolidated financialstatements for that financial year of each Material Subsidiary;c.as soon as the same become available, but in any event within 90 days after the end of each of its financial half-years, its halfyearly consolidated financial statements; andd.as soon as the same become available, but in any event within 90 days after the end of each of its financial quarters, itsquarterly consolidated financial statements.19.2Compliance Certificatea.The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to paragraphs 19.1.1 and 19.1.3of Clause 19.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliancewith Clause 20 (Financial Covenant) as at the date as at which those financial statements were drawn up.b.Each Compliance Certificate shall be signed by the Chief Financial Officer of the Borrower or any duly authorised signatory orlegal representative of the Borrower and, in the case of the annual audited consolidated financial statements delivered pursuantto paragraph 19.1.1 of Clause 19.1 (Financial statements), shall be reported on by the Borrower's auditors.c.The Borrower shall supply to the Agent a list of its Material Subsidiaries with each Compliance Certificate delivered with theannual audited consolidated financial statements delivered pursuant to paragraph 19.1.1 of Clause 19.1 (Financial statements).45Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.d.The Borrower shall, prior to 28 February of each year, provide to the Agent a provisional budget for the Group for that year.19.3Requirements as to financial statementsa.Each set of financial statements delivered by the Borrower pursuant to Clause 19.1 (Financial statements) shall be certified by aduly authorised signatory or legal representative of the Borrower as fairly representing its financial condition as at the date as atwhich those financial statements were drawn up.b.The Borrower shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) isprepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied inthe preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agentthat there has been a change in the Accounting Principles, the accounting practices or reference periods and its auditors deliverto the Agent:i.a description of any change necessary for those financial statements to reflect the Accounting Principles, accountingpractices and reference periods upon which the Original Financial Statements were prepared; andii.sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders todetermine whether Clause 20 (Financial Covenant) has been complied with and make an accurate comparison betweenthe financial position indicated in those financial statements and the Original Financial Statements.Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements asadjusted to reflect the basis upon which the Original Financial Statements were prepared.19.4Information: miscellaneousThe Borrower shall supply to the Agent:a.all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time asthey are dispatched (provided that the Borrower shall not be required to disclose any such information to the extent that suchdisclosure would breach any law or regulation applicable to it);b.promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current,threatened or pending against any member of the Group, and which might, if adversely determined, have a Material AdverseEffect; andc.promptly, such further information regarding the financial condition, business and operations of any member of the Group as anyFinance Party (through the Agent) may reasonably request, but only to the extent that such delivery would not constitute abreach by the Borrower of any applicable stock exchange rules if the Borrower does not wish to make such information publicknowledge.19.5Notification of defaulta.The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becomingaware of its occurrence.b.Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its authorisedsignatories or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying theDefault and the steps, if any, being taken to remedy it).46Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.19.6Use of websitesa.The obligations of the Borrower to deliver the information referred to in paragraphs 19.1 (Financial statements), 19.4.1 and 19.4.2above shall be deemed satisfied if the Borrower posts the relevant information to the Borrower's public website and, forparagraphs 19.1 (Financial statements) and 19.4.2, notifies the Agent that it has done so.b.Without prejudice to the provisions of paragraph 19.6.1, the Borrower may satisfy its obligation under this Agreement to deliverany information in relation to those Lenders (the "Website Lenders") who accept this method of communication by posting thisinformation onto an electronic website designated by the Borrower and the Agent (the "Designated Website") if:i.the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of theinformation by this method;ii.both the Borrower and the Agent are aware of the address of and any relevant password specifications for theDesignated Website; andiii.the information is in a format previously agreed between the Borrower and the Agent.If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Agent shall notify theBorrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender)in paper form. In any event the Borrower shall supply the Agent with at least one copy in paper form of any information requiredto be provided by it.c.The Agent shall supply each Website Lender with the address of and any relevant password specifications for the DesignatedWebsite following designation of that website by the Borrower and the Agent.d.The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:i.the Designated Website cannot be accessed due to technical failure;ii.the password specifications for the Designated Website change;iii.any new information which is required to be provided under this Agreement is posted onto the Designated Website;iv.any existing information which has been provided under this Agreement and posted onto the Designated Website isamended; orv.the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is orhas been infected by any electronic virus or similar software.If the Borrower notifies the Agent under paragraph 19.6.4(A) or paragraph 19.6.4(E) above, all information to be provided by theBorrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and eachWebsite Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.e.Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under thisAgreement which is posted onto the Designated Website. The Borrower shall comply with any such request within 10 BusinessDays.47Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.19.7"Know your customer" checksa.If:i.the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation madeafter the Signing Date;ii.any change in the status of the Borrower after the Signing Date; oriii.a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that isnot a Lender prior to such assignment or transfer,obliges the Agent or any Lender (or, in the case of paragraph (C) above, any prospective new Lender) to comply with "know yourcustomer" or similar identification procedures in circumstances where the necessary information is not already available to it,the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentationand other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, inthe case of the event described in paragraph (C) above, on behalf of any prospective new Lender) in order for the Agent, suchLender or, in the case of the event described in paragraph (C) above, any prospective new Lender to carry out and be satisfied ithas complied with all necessary "know your customer" or other similar checks under all applicable laws and regulationspursuant to the transactions contemplated in the Finance Documents.b.Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and otherevidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has compliedwith all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to thetransactions contemplated in the Finance Documents.20.FINANCIAL COVENANT20.1Financial definitions"Adjusted Consolidated EBITDA" means income (loss) from operations before interest, taxes, depreciation and amortization, adjusted toeliminate the impact of share-based compensation expense, pension service costs and acquisition-related deferred price consideration,calculated using the same calculation methods, accounting principles and scope as those used for the Group's annual financial statementspublished in respect of the financial year ending in 2014."Borrowings" means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premiumpayable on prepayment or redemption) of any indebtedness of members of the Group for or in respect of:(a) moneys borrowed and debit balances at banks or other financial institutions;(b)loans or credits granted by a shareholder or any corporate entity (in each case which is not a member of the group) which isneither a bank nor a financial institution, unless subordinated to the Facility;(c)any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);(d)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;(e) any Finance Lease;(f)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);48Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(g)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrumentissued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group whichliability would fall within one of the other paragraphs of this definition;(h)any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind the entryinto the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) theagreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;(i)any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back or saleand leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under theAccounting Principles; and(j)(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to inparagraphs (a) to (i) above."Cash" means, at any time, cash as defined under IAS 7."Cash Equivalent Investments" means at any time all investments classified as so under IAS 7, and also including:(a)term deposits and time deposits of any maturity provided that the invested amount can be repayable within no more than 45 daysafter the relevant date of calculation;(b)certificates of deposit maturing within one year after the relevant date of calculation;(c)any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, theUnited Kingdom, any member state of the European Economic Area or any Participating Member State or by any instrumentalityor agency of any of them having an equivalent credit rating, maturing within 12 months after the relevant date of calculation, notconvertible or exchangeable to any other security, and which has a credit rating of either A or higher by Standard & Poor's RatingServices or A or higher by Fitch Ratings Ltd or A2 or higher by Moody's Investors Services Limited;(d)any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor's Rating Servicesor F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited, (ii) which invest substantially all theirassets in securities of the types described in paragraphs (a) to (c) (inclusive) above and (iii) can be turned into cash on not morethan 30 days' notice; and(e) any other debt security approved by all the Lenders."Consolidated Total Net Debt" means, at any time, the aggregate amount of all financial obligations of members of the Group for or inrespect of Borrowings at that time but:(a) excluding any such obligations to any other member of the Group;(b) including, in the case of Finance Leases only, their capitalised value; and(c)deducting the aggregate amount of Cash and Cash Equivalent Investments held by any member of the Group at that time,and so that no amount shall be included or excluded more than once."Finance Lease" means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as afinance or capital lease.49Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results."Leverage" means, in respect of any Relevant Period, the ratio of Consolidated Total Net Debt on the last day of that Relevant Period toAdjusted Consolidated EBITDA in respect of that Relevant Period."Revenue ex-Tac" means revenue excluding traffic acquisition costs (TAC)."Relevant Period" means each period of twelve months ending on or about the last day of the financial year or financial half-year (as thecase may be) of the Borrower.20.2LeverageThe Borrower shall ensure that Leverage in respect of any Relevant Period shall be lower than 2.5x.20.3Financial testingLeverage shall be calculated in accordance with the Accounting Principles and tested semi-annually by reference to the Borrower'sfinancial statements and Compliance Certificates delivered pursuant paragraphs 19.1.1 and 19.1.3 of Clause 19.1 (Financial statements)and Clause 19.2 (Compliance Certificate).21.GENERAL UNDERTAKINGSThe undertakings in this Clause 20.1 remain in force from the Signing Date for so long as any amount is outstanding under the FinanceDocuments or any Commitment is in force.21.1AuthorisationsThe Borrower shall promptly:a.obtain, comply with and do all that is necessary to maintain in full force and effect; andb.supply certified copies to the Agent of,any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under theFinance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of anyFinance Document.21.2Compliance with lawsThe Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its abilityto perform its obligations under the Finance Documents.21.3Pari passu rankingThe Borrower shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the FinanceDocuments rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whoseclaims are mandatorily preferred by laws of general application to companies.21.4Negative pledgeIn this Clause 21.4, "Quasi-Security" means an arrangement or transaction described in Clause 21.4.2 below.a.The Borrower shall not (and the Borrower shall ensure that no other member of the Group will) create or permit to subsist anySecurity over any of its assets.b.The Borrower shall not (and the Borrower shall ensure that no other member of the Group will):i.sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired bythe Borrower or any other member of the Group;50Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ii.sell, transfer or otherwise dispose of any of its receivables on recourse terms;iii.enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or madesubject to a combination of accounts; oriv.enter into any other preferential arrangement having a similar effect,in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness orof financing the acquisition of an asset.c.Paragraphs 21.4.1 and 21.4.2 above do not apply to any Permitted Security granted by any member of the Group.21.5Disposalsa.The Borrower shall not (and the Borrower shall ensure that no other member of the Group will), enter into a single transaction or aseries of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose ofany asset.b.Clause 21.5.1 above does not apply to any Permitted Disposal carried out by any member of the Group.21.6Mergera.The Borrower shall not (and the Borrower shall ensure that no Material Subsidiary will) enter into any amalgamation, demerger,merger or corporate reconstruction.b.Paragraph 21.6.1 above does not apply to:i.any sale, lease, transfer or other disposal permitted pursuant to Clause 21.5 (Disposals).ii.in relation to the Borrower, any amalgamation or merger where the Borrower is the surviving entity or the beneficiary ofthe relevant contributions; oriii.in relation to any Material Subsidiary: (1) any amalgamation or merger with another member of the Group or anyamalgamation or merger made for the purposes of effecting an acquisition (in which case, for the avoidance of doubt, ifthe Material Subsidiary is not the surviving entity, the surviving entity will be deemed to be a Material Subsidiaryimmediately after completion of the merger); and (2) any other amalgamation or merger where such Material Subsidiaryis the surviving entity or the beneficiary of the relevant contributions,and provided that, in each case, (1) no Default or Event of Default will result from such transaction (but without prejudice to theprovisions of Clause 22.13 (Clean-up period)), and (2) such transaction does not have or is not likely to have a Material AdverseEffect.21.7Change of businessThe Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower or the Group as awhole from that carried on at the Signing Date.21.8Sanctions, anti-money laundering and anti-corruption lawsa.The Borrower shall (and it shall ensure that each other member of the Group will):i.not, directly or indirectly, use, lend, make payments of, or otherwise make available, all or any part of the proceeds ofthe Facility:51Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.in connection with any trade, business or other activities with or for the benefit of any Sanctioned Person; or2.in any other manner,which, in each case, would result in a Finance Party being in breach of any Sanctions (either published or available tothe Borrower), applicable to that Finance Party;ii.not use any revenue or benefit derived from any activity or dealing with a Sanctioned Person, to discharge any obligationdue to a Finance Party unless at the relevant time:1.a.such activity or dealing would be legal for the Borrower or member of the Group to undertake under then-applicable Sanctions;b.such activity or dealing would be legal for any Lender to finance under then-applicable Sanctions; andc.such activity or dealing would not cause any Finance Party to breach then-applicable Sanctions; or2.such activity or dealing is otherwise a Sanctions Permitted Action; andiii.to the extent permitted by law and to the extent not prohibited by any confidentiality restrictions imposed by anySanctions Authority, promptly upon becoming aware of them, provide to the Agent details of any claim, action, suit,proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.b.The Borrower shall not (and it shall ensure that no other member of the Group will) directly or indirectly use the proceeds of theFacility for any purpose which would breach any applicable anti-money laundering or anti-corruption laws.c.The Borrower shall (and it shall ensure that each other member of the Group will) conduct its businesses in compliance withapplicable anti-corruption laws.d.The provisions of paragraphs 21.8.1 to 21.8.3 above shall not be interpreted or applied in relation to any member of the Groupincorporated in the Federal Republic of Germany to the extent that the obligations thereunder would violate or expose suchmember of the Group incorporated in the Federal Republic of Germany or any director, officer or employee thereof or any FinanceParty to any liability under any anti-boycott or blocking law, regulation or statute applicable to it including without limitation EURegulation (EC) 2271/96 or Section 4a of the Außenwirtschaftsverordnung (the German Foreign Trade Regulation).21.9Financial Indebtednessa.Except as permitted under paragraph 21.9.2 below, the Borrower shall not (and it shall ensure that no other member of the Groupwill) incur or allow to remain outstanding any Financial Indebtedness.b.Paragraph 21.9.1 above does not apply to Financial Indebtedness which is Permitted Financial Indebtedness.21.10No Guarantees or indemnitiesa.Except as permitted under paragraph 21.10.2 below, the Borrower shall not (and it shall ensure that no other member of theGroup will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.b.Paragraph 21.10.1 above does not apply to a guarantee which is a Permitted Guarantee.52Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.21.11Distributions - share redemptionThe Borrower shall not:a.declare, make or pay any dividend, charge, fee or other distribution (whether in cash or in kind) on or in respect of its sharecapital;b.repay or distribute any dividend or share premium reserve; orc.redeem, repurchase or repay any of its share capital or resolve to do so,if, at the time of the relevant distribution, redemption, repurchase or repayment Leverage exceeds (or would exceed, as a result thereof) aratio of 2.0x, other than any redemption or repurchase of shares made:i.with a view to applying such shares in payment or in exchange for assets acquired by the Borrower in the context of anacquisition of shares or businesses (opération de croissance externe), merger (fusion), division (scission) or contribution(apport) provided that (i) the shares so redeemed or repurchased do not exceed, in aggregate five per cent. of the totalshare capital of the Borrower in accordance with article L.225-209-2 of the French Code de Commerce, and (ii) thecontemplated acquisition of shares or businesses (opération de croissance externe), merger (fusion), division (scission)or contribution (apport) is not prohibited under this Agreement;ii.with a view to distribute such shares in connection with a share incentive scheme or stock option in accordance withparagraph (m) of the definition of "Permitted Disposal" and article L.225-209-2 of the French Code de Commerce orotherwise, provided that the shares so redeemed or repurchased and held by the Borrower do not exceed, in aggregate,2.5 per cent. of the total share capital of the Borrower at any time.21.12Intellectual PropertyThe Borrower shall (and it shall procure that its Material Subsidiaries will) preserve and maintain the subsistence and validity of theIntellectual Property necessary for the business of the relevant Group member.21.13Joint Venturesa.Except as permitted under paragraph 21.13.2 below, the Borrower shall not (and it shall ensure that no other member of theGroup will) enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any JointVenture.b.Paragraph 21.13.1 above does not apply to any acquisition of (or agreement to acquire) any interest in a Joint Venture if suchtransaction is a Permitted Joint Venture.21.14Acquisitions financed by the FacilityIf the proceeds of a Loan are used to finance (in whole or in part) the acquisition of shares or a business by any member of the Group, thefollowing conditions shall apply:a.the target is engaged in a business that is similar or complementary to that carried on by the Group;b.no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;53Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.c.if the proceeds of the Facility are used to finance the acquisition of shares, the Borrower or the relevant member of the Groupmaking the acquisition will hold at least 50.01 per cent. of the issued shares and voting rights of the acquired entity;d.the acquired entity is incorporated with limited liability or held through an entity with limited liability newly incorporated for thepurpose of completing the proposed acquisition;e.if the amount of the Acquisition Drawdown used to finance such acquisition exceeds two thirds of the Total Commitments,copies of any third party legal, financial or tax due diligence reports, to the extent commissioned by the Group or delivered by thevendor for the purpose of the acquisition, shall be delivered to the Agent (subject to the Agent and the other Finance Partiessigning any required release, confidentiality, hold harmless or other similar letters) for information only and without reliance; andf.if the amount of the Acquisition Drawdown used to finance such acquisition exceeds €75,000,000, the Borrower shall deliver tothe Agent prior to the contemplated acquisition a certificate confirming the Leverage calculated on the last date of the financialquarter immediately preceding the relevant acquisition for which financial accounts of the Borrower have been published, re-calculated on a pro forma basis is less than or equal to: (i) until the date on which the annual audited consolidated financialstatements of the Borrower for the financial year ending 31 December 2016 are published, 2.50x; and (ii) at any time thereafter,2.25x.22.EVENTS OF DEFAULTEach of the events or circumstances set out in this Clause 22 is an Event of Default (save for Clause 22.12 (Acceleration) and 22.13(Clean-up period)).22.1Non-paymentThe Borrower does not pay on the due date any amount payable pursuant to a Finance Document (except an amount the non-payment ofwhich requires the Borrower to make a prepayment under Clause 8.10 (Mandatory prepayment and cancellation in relation to a singleLender)) at the place and in the currency in which it is expressed to be payable unless:a.its failure to pay is caused by:i.administrative or technical error; orii.a Disruption Event; andb.payment is made within five Business Days of its due date.22.2Financial covenantsAny requirement of Clause 20 (Financial Covenant) is not satisfied.22.3Other obligationsa.The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 22.1 (Non-payment) and Clause 22.2 (Financial covenants)).b.No Event of Default under Clause 22.3.1 above will occur if the failure to comply is capable of remedy and is remedied within 15Business Days of the earlier of:i.the Agent giving notice to the Borrower; andii.the Borrower becoming aware of the failure to comply.54Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.22.4Misrepresentationa.Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other documentdelivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrector misleading in any material respect when made or deemed to be made.b.No Event of Default under paragraph 23.4.1 below will occur if the facts and circumstances causing the relevantmisrepresentation are capable of remedy and are remedied within 15 Business Days of the earlier of:i.the Agent giving notice to the Borrower; andii.the Borrower becoming aware of the misrepresentation.22.5Cross defaulta.Any Financial Indebtedness of the Borrower or any Material Subsidiary is not paid when due nor within any originally applicablegrace period.b.Any Financial Indebtedness of the Borrower or any Material Subsidiary is declared to be or otherwise becomes due and payableprior to its specified maturity as a result of an event of default (however described).c.Any commitment for any Financial Indebtedness of the Borrower or any Material Subsidiary is cancelled or suspended by acreditor of the Borrower or any Material Subsidiary as a result of an event of default (however described).d.Any creditor of the Borrower or any Material Subsidiary becomes entitled to declare any Financial Indebtedness of the Borroweror any Material Subsidiary due and payable prior to its specified maturity as a result of an event of default (however described).e.No Event of Default will occur under this Clause 22.5 if the aggregate amount of Financial Indebtedness or commitment forFinancial Indebtedness falling within Clauses 22.5.1 to 22.5.4 above is less than EUR 5,000,000 (or its equivalent in any othercurrency or currencies).22.6Insolvencya.The Borrower or any of its Material Subsidiaries:i.is unable or admits inability to pay its debts as they fall due;ii.suspends making payments on any of its debts; oriii.by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors(excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.b.The Borrower or any of its Material Subsidiaries which conducts business in France is in a state of cessation des paiements, orbecomes insolvent for the purpose of any insolvency law.c.A moratorium is declared in respect of any indebtedness of the Borrower or any Material Subsidiary.22.7Insolvency proceedingsa.Any corporate action, legal proceedings or other procedure or step is taken in relation to:i.the suspension of payments, a moratorium of any indebtedness, dissolution, the opening of proceedings for sauvegarde(including, for the avoidance of doubt, sauvegarde accélérée and sauvegarde financière accélérée), redressementjudiciaire or liquidation judiciaire or reorganisation (in the context of a mandat ad hoc or of a conciliation or otherwise) ofthe Borrower or any Material Subsidiary other than a solvent liquidation or reorganisation of any Material Subsidiarywhich is not prohibited under this Agreement;55Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ii.a composition, compromise, assignment or arrangement with any creditor of the Borrower or any Material Subsidiary;iii.the appointment of a liquidator (other than in respect of a solvent liquidation of any Material Subsidiary to the extent it isnot prohibited under this Agreement), receiver, administrator, administrative receiver, provisional administrator,mandataire ad hoc, conciliateur or other similar officer in respect of the Borrower or any Material Subsidiary or any oftheir assets;iv.enforcement of any Security over any assets of the Borrower or any Material Subsidiary,b.The Borrower or any Material Subsidiary applies for mandat ad hoc or conciliation in accordance with articles L.611-3 to L.611-15of the French Code de Commerce.c.A judgement opening proceedings for sauvegarde (including, for the avoidance of doubt, sauvegarde accélérée and sauvegardefinancière accélérée), redressement judiciaire or liquidation judiciaire or ordering a cession totale ou partielle de l'entreprise isentered in relation to the Borrower or any Material Subsidiary under articles L.620-1 to L.670-8 of the French Code de Commerce.d.Any procedure, judgment or step is taken in any jurisdiction which has effects similar to those referred to in Clauses 22.7.1,22.7.2 and 22.7.3 above.e.This Clause 22.7 shall not apply to any redressement judiciaire or liquidation judiciaire petition which is frivolous or vexatious andis discharged, stayed or dismissed within 45 days of commencement.22.8Creditors' processAny of the enforcement proceedings provided for in the French Code des Procédures Civiles d'Exécution, or any expropriation, attachment,sequestration, distress or execution affects any asset or assets of the Borrower or any Material Subsidiary having an aggregate value ofEUR 5,000,000 and is not discharged within 45 days.22.9UnlawfulnessExcept as provided in Clause 8.10 (Mandatory prepayment and cancellation in a relation to a single Lender), it is or becomes unlawful forthe Borrower to perform any of its obligations under the Finance Documents.22.10Audit qualificationThe Borrower's auditors qualify the audited annual consolidated financial statements of the Borrower, where that qualification is in terms oras to issues which would reasonably be expected to be, whether individually or cumulatively, materially adverse to the interests of theLenders under the Finance Documents.22.11Material adverse changeAny event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely to have a Material AdverseEffect.56Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.22.12AccelerationOn and at any time after the occurrence of an Event of Default which is continuing the Agent may without mise en demeure or any otherjudicial or extra judicial step, and shall if so directed by the Majority Lenders, by notice to the Borrower but subject to the mandatoryprovisions of articles L.620-1 to L.670-8 of the French Code de Commerce:a.cancel the Total Commitments whereupon they shall immediately be cancelled; and/orb.declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under theFinance Documents be immediately due and payable, whereupon they shall become immediately due and payable.22.13Clean-up perioda.Notwithstanding any other provisions of any Finance Document:i.any Default or Event of Default relating to any shares or business acquired by the Borrower (a "Target Acquisition")existing on the date of completion of the relevant Target Acquisition (other than, for targets which become MaterialSubsidiaries, any Default arising under Clauses 22.6 (Insolvency) or 22.7 (Insolvency proceedings)); orii.any Default arising under Clause 22.5 (Cross default) as a result of the relevant Target Acquisition,will be deemed not to be a Default or an Event of Default (as the case may be) if:1.it would have been (if it were not for this provision) a Default or an Event of Default (as the case may be) only byreason of circumstances relating exclusively to the company whose shares are acquired or its subsidiaries orthe business acquired (or any obligation to procure or ensure in relation to the company whose shares areacquired or its subsidiaries or the business acquired);2.it is capable of remedy and reasonable steps are being taken to remedy it; and3.the circumstances giving rise to it have not been procured by or approved by the Borrower.b.If the relevant circumstances are continuing after the expiry of a cure period of 90 calendar days following the date of completionof the relevant Target Acquisition, there shall be a Default or Event of Default, as the case may be, notwithstanding the above(and without prejudice to the rights and remedies of the Finance Parties).57Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 8CHANGES TO PARTIES23.CHANGES TO THE LENDERS23.1Assignments and transfers by the Lendersa.Subject to this Clause 23, a Lender (the "Existing Lender") may:i.assign any of its rights; orii.transfer any of its rights (including such as relate to that Lender's participation in each Loan) and obligations,to another bank or financial institution (the "New Lender").b.The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender.23.2Conditions of assignment or transfera.The consent of the Borrower is required for an assignment or transfer by an Existing Lender, provided that:i.in the case of an assignment, no consent is required if the assignment is:1.to another Lender or an Affiliate of a Lender; or2.made at a time when an Event of Default is continuing, andii.the Borrower hereby consents to a transfer:1.to another Lender or an Affiliate of a Lender; or2.made at a time when an Event of Default is continuing.Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting in relation to a Utilisation and/orCommitment may be effected to a New Lender incorporated or acting through a Facility Office situated in a Non-CooperativeJurisdiction without the prior consent of the Borrower, which shall not be unreasonably withheld or delayed.b.The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will bedeemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expresslyrefused by the Borrower within that time.c.The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer mayresult in an increase to the Mandatory Cost.d.A transfer or an assignment will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer or assignment) iscomplied with.e.If:i.a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office;andii.as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would beobliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (TaxGross up and Indemnities) or Clause 14 (Increased Costs),then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses tothe same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment,transfer or change had not occurred. This Clause 23.2.5 shall not apply in respect of an assignment or transfer made in theordinary course of the primary syndication of the Facility.58Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.f.Each New Lender, by executing the relevant Transfer Agreement, confirms, for the avoidance of doubt, that the Agent hasauthority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender orLenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective inaccordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have beenhad it remained a Lender.23.3Assignment or transfer feeThe New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of 2.500EUR.23.4Limitation of responsibility of Existing Lendersa.Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibilityto a New Lender for:i.the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;ii.the financial condition of the Borrower;iii.the performance and observance by the Borrower of its obligations under the Finance Documents or any otherdocuments; oriv.the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or anyother document,and any representations or warranties implied by law are excluded.b.Each New Lender confirms to the Existing Lender and the other Finance Parties that it:i.has made (and shall continue to make) its own independent investigation and assessment of the financial condition andaffairs of the Borrower and its related entities in connection with its participation in this Agreement and has not reliedexclusively on any information provided to it by the Existing Lender in connection with any Finance Document; andii.will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilstany amount is or may be outstanding under the Finance Documents or any Commitment is in force.c.Nothing in any Finance Document obliges an Existing Lender to:i.accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferredunder this Clause 23; orii.support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower ofits obligations under the Finance Documents or otherwise.23.5Procedure for Transfer or Assignmenta.Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer of rights and obligations or anassignment of rights is effected in accordance with Clause 23.5.3 below when the Agent executes an otherwise duly completedTransfer Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 23.5.2 below,as soon as reasonably practicable after receipt by it of a duly completed Transfer Agreement appearing on its face to complywith the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that TransferAgreement.59Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.b.The Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender onceit is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws andregulations in relation to the transfer to such New Lender.c.By virtue of the execution of a Transfer Agreement, subject to Clause 23.8 (Pro rata interest settlement), as from the TransferDate:i.to the extent that in the Transfer Agreement the Existing Lender seeks to transfer its rights and its obligations under theFinance Documents, the Existing Lender shall be discharged to the extent provided for in the Transfer Agreement fromfurther obligations towards the Borrower and the other Finance Parties under the Finance Documents;ii.the rights and/or obligations of the Existing Lender with respect to the Borrower shall be transferred to the New Lender, tothe extent provided for in the Transfer Agreement;iii.the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the sameobligations between themselves as they would have had had the New Lender been an Original Lender with the rightsand/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and theExisting Lender shall each be released from further obligations to each other under the Finance Documents; andiv.the New Lender shall become a Party as a "Lender".23.6Copy of Transfer Agreement or Increase Confirmation to BorrowerThe Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an IncreaseConfirmation, send to the Borrower a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.23.7Security over Lenders' rightsa.In addition to the other rights provided to Lenders under this Clause 23, each Lender may without consulting with or obtainingconsent from the Borrower, at any time assign, charge, pledge or otherwise create Security in or over (whether by way ofcollateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, withoutlimitation:i.any assignment, charge, pledge or other Security to secure obligations to a federal reserve or central bank (including, forthe avoidance of doubt, the European Central Bank) including, without limitation, any assignment of rights to a specialpurpose vehicle where Security over securities issued by such special purpose vehicle is to be created in favour of afederal reserve or central bank (including, for the avoidance of doubt, the European Central Bank); andii.in the case of any Lender which is a fund, any assignment, charge, pledge or other Security granted to any holders (ortrustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for thoseobligations or securities,except that no such assignment, charge, pledge or Security shall:1.release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of therelevant assignment, charge, pledge or Security for the Lender as a party to any of the Finance Documents; or2.require any payments to be made by the Borrower other than or in excess of, or grant to any person any moreextensive rights than, those required to be made or granted to the relevant Lender under the FinanceDocuments.60Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.b.The limitations on assignments or transfers by a Lender set out in any Finance Document, in particular in Clause 23.1(Assignments and transfers by the Lenders), Clause 23.2 (Conditions of assignment or transfer) and Clause 23.3 (Assignment ortransfer fee), and the provisions set out in Clause 35 (Confidential Information) shall not apply to the creation of Securitypursuant to paragraph 23.7.1 above.c.The limitations and provisions referred to in paragraph 23.7.2 above shall further not apply to any assignment or transfer of rightsunder the Finance Documents or of the securities issued by the special purpose vehicle, made by a federal reserve or centralbank (including, for the avoidance of doubt, the European Central Bank) to a third party in connection with the enforcement ofSecurity created pursuant to paragraph 23.7.1 above.d.Any Lender may disclose such Confidential Information as that Lender shall consider appropriate to a federal reserve or centralbank (including, for the avoidance of doubt, the European Central Bank) to (or through) whom it creates Security pursuant toparagraph 23.7.1 above, and any federal reserve or central bank (including, for the avoidance of doubt, the European CentralBank) may disclose such Confidential Information to a third party to whom it assigns or transfers (or may potentially assign ortransfer) rights under the Finance Documents or the securities issued by the special purpose vehicle in connection with theenforcement of such Security.23.8Pro rata interest settlementa.If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders andNew Lenders then (in respect of any transfer or assignment pursuant to Clause 23.5 (Procedure for Transfer or Assignment) theTransfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):i.any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse oftime shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("AccruedAmounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on thelast day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates whichfalls at six Monthly intervals after the first day of that Interest Period); andii.the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, forthe avoidance of doubt:1.when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender;and2.the amount payable to the New Lender on that date will be the amount which would, but for the application of thisClause 23.8, have been payable to it on that date, but after deduction of the Accrued Amounts.b.In this Clause 23.8 references to "Interest Period" shall be construed to include a reference to any other period for accrual offees.24.CHANGES TO THE BORROWER24.1Assignments and transfer by the BorrowerThe Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.61Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 9THE FINANCE PARTIES25.ROLE OF THE AGENT AND THE ARRANGERS AND THE REFERENCE BANKS AND COORDINATOR AND DOCUMENTATIONAGENT25.1Appointment of the Agenta.Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the FinanceDocuments.b.Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercisethe rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documentstogether with any other incidental rights, powers, authorities and discretions.25.2Instructionsa.The Agent shall:i.unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power,authority or discretion vested in it as Agent in accordance with any instructions given to it by:1.all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and2.in all other cases, the Majority Lenders; andii.not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph 25.2.1(A) above.b.The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevantFinance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group ofLenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion.The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.c.Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant FinanceDocument and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the MajorityLenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.d.The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received anyindemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in theFinance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complyingwith those instructions.e.In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.f.The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitrationproceedings relating to any Finance Document.25.3Duties of the Agenta.The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.62Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.b.Subject to Clause 25.3.3 below, the Agent shall promptly forward to a Party the original or a copy of any document which isdelivered to the Agent for that Party by any other Party.c.Without prejudice to Clause 23.6 (Copy of Transfer Agreement or Increase Confirmation to Borrower), Clause 25.3.1 above shallnot apply to any Transfer Agreement or any Increase Confirmation.d.Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy,accuracy or completeness of any document it forwards to another Party.e.If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstancedescribed is a Default, it shall promptly notify the other Finance Parties.f.If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (otherthan the Agent or the Arrangers) under this Agreement it shall promptly notify the other Finance Parties.g.The Agent shall provide to the Borrower within seven Business Days of a reasonable request by the Borrower (but no morefrequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at thatBusiness Day, their respective Commitments, the address and fax number (and the department or officer, if any, for whoseattention any communication is to be made) of each Lender for any communication to be made or document to be deliveredunder or in connection with the Finance Documents, the electronic mail address and/or any other information required to enablethe transmission of information by electronic mail or other electronic means to and by each Lender to whom any communicationunder or in connection with the Finance Documents may be made by that means and the account details of each Lender for anypayment to be distributed by the Agent to that Lender under the Finance Documents.h.The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which itis expressed to be a party (and no others shall be implied).25.4Role of the Arrangers and the Coordinator and Documentation AgentExcept as specifically provided in the Finance Documents:a.none of the Arrangers has obligations of any kind to any other Party under or in connection with any Finance Document; andb.the Coordinator and Documentation Agent has no obligation of any kind to any other Party under or in connection with anyFinance Document.25.5No fiduciary dutiesa.Nothing in any Finance Document constitutes the Agent, the Arrangers or the Coordinator and Documentation Agent as a trusteeor fiduciary of any other person.b.Neither the Agent nor the Arrangers or the Coordinator and Documentation Agent shall be bound to account to any Lender for anysum or the profit element of any sum received by it for its own account.25.6Business with the GroupThe Agent, the Arrangers and the Coordinator and Documentation Agent may accept deposits from, lend money to and generally engage inany kind of banking or other business with any member of the Group.63Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.25.7Rights and discretionsa.The Agent may:i.rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriatelyauthorised;ii.assume that:1.any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given inaccordance with the terms of the Finance Documents; and2.unless it has received notice of revocation, that those instructions have not been revoked; andiii.rely on a certificate from any person:1.as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of thatperson; or2.to the effect that such person approves of any particular dealing, transaction, step, action or thing,3.as sufficient evidence that that is the case and, in the case of paragraph 25.7.1(C)(1) above, may assume thetruth and accuracy of that certificate.b.The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:i.no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment); andii.any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised.c.The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or otherprofessional advisers or experts.d.Without prejudice to the generality of paragraph 25.7.3 above or paragraph 25.7.5 below, the Agent may at any time engage andpay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed bythe Lenders) if the Agent in its reasonable opinion deems this to be necessary.e.The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professionaladvisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs orlosses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.f.The Agent may act in relation to the Finance Documents through its officers, employees and agents.g.Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information itreasonably believes it has received as agent under this Agreement.h.Without prejudice to the generality of paragraph 25.7.7 above, the Agent may disclose the identity of a Defaulting Lender to theother Finance Parties and the Borrower and shall, as soon as reasonably practicable, disclose the same upon the written requestof the Borrower or the Majority Lenders.i.Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers is obliged todo or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach ofa fiduciary duty or duty of confidentiality.64Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.j.Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own fundsor otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right,power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, orsecurity for, such risk or liability is not reasonably assured to it.25.8Responsibility for documentationNeither the Agent nor any of the Arrangers or the Coordinator and Documentation Agent is responsible or liable for:a.the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arrangers, theCoordinator and Documentation Agent, the Borrower or any other person in or in connection with any Finance Document or thetransactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Finance Document;b.the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement ordocument entered into, made or executed in anticipation of, under or in connection with any Finance Document; orc.any determination as to whether any information provided or to be provided to any Finance Party is non-public information theuse of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.25.9No duty to monitorThe Agent shall not be bound to enquire:a.whether or not any Default has occurred;b.as to the performance, default or any breach by any Party of its obligations under any Finance Document; orc.whether any other event specified in any Finance Document has occurred.25.10Exclusion of liabilitya.Without limiting paragraph 25.10.3 below (and without prejudice to any other provision of any Finance Document excluding orlimiting the liability of the Agent), the Agent will not be liable for:i.any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result oftaking or not taking any action under or in connection with any Finance Document, unless directly caused by its grossnegligence or wilful misconduct;ii.exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any FinanceDocument or any other agreement, arrangement or document entered into, made or executed in anticipation of, under orin connection with, any Finance Document, other than by reason of gross negligence or wilful misconduct; or65Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.iii.without prejudice to the generality of paragraphs 25.10.1(A) and 25.10.1(B) above, any damages, costs or losses to anyperson, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any othercategory of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:1.any act, event or circumstance not reasonably within its control; or2.the general risks of investment in, or the holding of assets in, any jurisdiction,including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as aresult of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation orfluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including anyDisruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer servicesor systems; natural disasters or acts of God, war, terrorism, insurrection or revolution; or strikes or industrial action.b.No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of anyclaim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent inrelation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause.c.The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required underthe Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable tocomply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for thatpurpose.d.Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out:i.any "know your customer" or other checks in relation to any person; orii.any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,on behalf of any Lender and each Lender confirms to the Agent and the Arrangers that it is solely responsible for any suchchecks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or theArrangers.e.Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agentarising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered(as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of suchdefault) but without reference to any special conditions or circumstances known to the Agent at any time which increase theamount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, and business opportunity oranticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of thepossibility of such loss or damages.25.11Lenders' indemnity to the AgentEach Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the TotalCommitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost,loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwisethan by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 28.11(Disruption to Payment Systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liabilitywhatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless theAgent has been reimbursed by the Borrower pursuant to a Finance Document).66Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.25.12Resignation of the Agenta.The Agent may resign and appoint one of its Affiliates acting through an office in France as successor by giving notice to theLenders and the Borrower.b.Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders(after consultation with the Borrower) may appoint a successor Agent, which shall not be incorporated or acting through an officesituated in a Non-Cooperative Jurisdiction.c.The Borrower may, on no less than 30 days' prior notice to the Agent, replace the Agent by requiring the Lenders to appoint areplacement Agent if any amount payable under a Finance Document by the Borrower becomes not deductible from theBorrower's taxable income for French tax purposes by reason of that amount (i) being paid or accrued to an Agent incorporated oracting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Agent in afinancial institution situated in a Non-Cooperative Jurisdiction. In this case, the Agent shall resign and a replacement Agent shallbe appointed by the Majority Lenders (after consultation with the Borrower) within 30 days after notice of replacement was given.d.If the Majority Lenders have not appointed a successor Agent in accordance with Clause 25.12.2 above within 20 days afternotice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (actingthrough an office in France).e.If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain asagent and the Agent is entitled to appoint a successor Agent under paragraph 25.12.4 above, the Agent may (if it concludes(acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to thisAgreement as Agent) agree with the proposed successor Agent amendments to this Clause 25 and any other term of thisAgreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment andprotection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreementwhich are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.f.The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide suchassistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under theFinance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount ofall costs and expenses (including legal fees) properly incurred by it in making available such documents and records andproviding such assistance.g.The Agent's resignation notice shall only take effect upon the appointment of a successor.h.Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the FinanceDocuments (other than its obligations under paragraph 25.12.6 above) but shall remain entitled to the benefit of Clause 15.3(Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from(and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligationsamongst themselves as they would have had if such successor had been an original Party.67Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.i.After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance withClause 25.12.2 above. In this event, the Agent shall resign in accordance with Clause 25.12.2 above.j.The Agent shall resign in accordance with paragraph 25.12.2 above (and, to the extent applicable, shall use reasonableendeavours to appoint a successor Agent pursuant to paragraph 25.12.4 above) if on or after the date which is three monthsbefore the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:i.the Agent fails to respond to a request under Clause 13.8 (FATCA Information) and the Borrower or a Lender reasonablybelieves that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA ApplicationDate;ii.the information supplied by the Agent pursuant to Clause 13.8 (FATCA Information) indicates that the Agent will not be(or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; oriii.the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA ExemptParty on or after that FATCA Application Date,and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction thatwould not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requiresit to resign.25.13Replacement of the Agenta.After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time if theAgent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing asuccessor Agent, which shall not be incorporated or acting through an office situated in a Non-Cooperative Jurisdiction.b.The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available tothe successor Agent such documents and records and provide such assistance as the successor Agent may reasonably requestfor the purposes of performing its functions as Agent under the Finance Documents.c.The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to theretiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the FinanceDocuments (other than its obligations under Clause 25.13.2 above) but shall remain entitled to the benefit of Clause 15.3(Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from(and shall be payable on) that date).d.Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as theywould have had if such successor had been an original Party.25.14Confidentialitya.In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall betreated as a separate entity from any other of its divisions or departments.b.If information is received by another division or department of the Agent, it may be treated as confidential to that division ordepartment and the Agent shall not be deemed to have notice of it.68Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.25.15Relationship with the Lendersa.Subject to Clause 23.8 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at theopening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as theLender acting through its Facility Office:i.entitled to or liable for any payment due under any Finance Document on that day; andii.entitled to receive and act upon any notice, request, document or communication or make any decision or determinationunder any Finance Document made or delivered on that day,unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with theterms of this Agreement.b.Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information anddocuments to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, faxnumber and (where communication by electronic mail or other electronic means is permitted under Clause 30.6 (Electroniccommunication)) electronic mail address and/or any other information required to enable the transmission of information by thatmeans (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated asa notification of a substitute address, fax number, electronic mail address (or such other information), department and officer bythat Lender for the purposes of Clause 30.2 (Addresses) and Clause 30.6.1(B) of Clause 30.6 (Electronic communication) and theAgent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information anddocuments as though that person were that Lender.25.16Credit appraisal by the LendersWithout affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document,each Lender confirms to the Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its ownindependent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:a.the financial condition, status and nature of each member of the Group;b.the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangementor document entered into, made or executed in anticipation of, under or in connection with any Finance Document;c.whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assetsunder or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any otheragreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any FinanceDocument; andd.the adequacy, accuracy or completeness of the Transaction Information and any other information provided by the Agent, anyParty or by any other person under or in connection with any Finance Document, the transactions contemplated by any FinanceDocument or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or inconnection with any Finance Document.69Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.25.17Deduction from amounts payable by the AgentIf any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct anamount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the FinanceDocuments and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documentsthat Party shall be regarded as having received any amount so deducted.25.18Role of Reference Banksa.No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.b.No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for anyReference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.c.No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of anyReference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of anykind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and anyofficer, employee or agent of each Reference Bank may rely on this Clause 25.18.26.CONDUCT OF BUSINESS BY THE FINANCE PARTIES26.1No provision of this Agreement will:a.interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;b.oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order andmanner of any claim; orc.oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect ofTax.Any Lender is entitled to exercise any of its rights and discretion under the Finance Documents through any agent (including any entityappointed to act as servicer on its behalf).27.SHARING AMONG THE FINANCE PARTIES27.1Payments to Finance PartiesIf a Finance Party (a "Recovering Finance Party") receives or recovers any amount from the Borrower other than in accordance withClause 28 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:a.the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;b.the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would havebeen paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 28(Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt,recovery or distribution; andc.the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the"Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by theRecovering Finance Party as its share of any payment to be made, in accordance with Clause 28.6 (Partial payments).70Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.27.2Redistribution of paymentsThe Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other thanthe Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 28.6 (Partial payments) towards the obligationsof the Borrower to the Sharing Finance Parties.27.3Recovering Finance Party's rightsOn a distribution by the Agent under Clause 27.2 (Redistribution of payments) of a payment received by a Recovering Finance Party fromthe Borrower, as between the Borrower and the Recovering Finance Party, an amount of the Recovered Amount equal to the SharingPayment will be treated as not having been paid by the Borrower.27.4Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by thatRecovering Finance Party, then:a.each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Partyan amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary toreimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering FinanceParty is required to pay) (the "Redistributed Amount"); andb.as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will betreated as not having been paid by the Borrower.27.5Exceptionsa.This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant tothis Clause, have a valid and enforceable claim against the Borrower.b.A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering FinanceParty has received or recovered as a result of taking legal or arbitration proceedings, if:i.it notified that other Finance Party of the legal or arbitration proceedings; andii.that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so assoon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.71Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 10ADMINISTRATION28.PAYMENT MECHANICS28.1Payments to the Agenta.On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower orLender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on thedue date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions inthe relevant currency in the place of payment.b.Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, ina principal financial centre in such Participating Member State or London, as specified by the Agent), other than a Non-Cooperative Jurisdiction, and with such bank as the Agent, in each case specifies.28.2Distributions by the AgentEach payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to theBorrower) and Clause 28.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receivepayment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Partymay notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre ofthe country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London as specifiedby that Party), other than a Non-Cooperative Jurisdiction.28.3Distributions to the BorrowerThe Agent may (with the consent of the Borrower or in accordance with Clause 29 (Set-Off)) apply any amount received by it for theBorrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under theFinance Documents or in or towards purchase of any amount of any currency to be so applied.28.4Clawbacka.Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sumto that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfactionthat it has actually received that sum.b.If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount,then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demandrefund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent,calculated by the Agent to reflect its cost of funds.28.5Impaired Agenta.If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under theFinance Documents to the Agent in accordance with Clause 28.1 (Payments to the Agent) may instead pay that amount direct tothe required recipient(s).b.A Party which has made a payment in accordance with this Clause 28.5 shall be discharged of the relevant payment obligationunder the Finance Documents.72Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.28.6Partial paymentsa.If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under theFinance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents inthe following order:i.first, in or towards payment pro rata of any unpaid amount owing to the Agent under the Finance Documents;ii.secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under thisAgreement;iii.thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; andiv.fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.b.The Agent shall, if so directed by the Majority Lenders, vary the order set out in Clause 28.6.1(B) to 28.6.1(D) above.c.Clauses 28.6.1 and 28.6.2 above will override any appropriation made by the Borrower.28.7No set-off by the BorrowerAll payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear ofany deduction for) set-off or counterclaim.28.8Business Daysa.Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on thenext Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).b.During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable onthe principal or Unpaid Sum at the rate payable on the original due date.28.9Currency of accounta.Subject to Clauses 28.9.2 and 28.9.5 below, the Base Currency is the currency of account and payment for any sum due fromthe Borrower under any Finance Document.b.A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan orUnpaid Sum is denominated, pursuant to this Agreement, on its due date.c.Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable wasdenominated, pursuant to this Agreement, when that interest accrued.d.Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes areincurred.e.Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.28.10Change of currencya.Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the centralbank of any country as the lawful currency of that country, then:73Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.i.any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency ofthat country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent(after consultation with the Borrower); andii.any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by thecentral bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (actingreasonably).b.If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and afterconsultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions andmarket practice in the Relevant Market and otherwise to reflect the change in currency.28.11Disruption to Payment Systems etc.If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that aDisruption Event has occurred:a.the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with theBorrower such changes to the operation or administration of the Facility as the Agent may deem necessary in thecircumstances;b.the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in Clause 28.11.1 if, in itsopinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;c.the Agent may consult with the Finance Parties in relation to any changes mentioned in Clause 28.11.1 but shall not be obligedto do so if, in its opinion, it is not practicable to do so in the circumstances;d.any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a DisruptionEvent has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of theFinance Documents notwithstanding the provisions of Clause 34 (Amendments and Waivers);e.the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever(including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including anyclaim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connectionwith this Clause 28.11; andf.the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 28.11.4 above.28.12Exclusion of current accountsThe operations resulting from this Agreement are excluded from any current accounts which the Borrower has or may have in the books ofa Finance Party. The accounts held by a Finance Party in order to record all the operations performed pursuant to the Facility Agreementwill only be accounting instruments and shall not create any of the legal effects relative to current accounts (comptes courants).29.SET-OFFA Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially ownedby that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment,booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligationat a market rate of exchange in its usual course of business for the purpose of the set-off.74Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.30.NOTICES30.1Communications in writingAny communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated,may be made by fax or letter.30.2AddressesThe address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party forany communication or document to be made or delivered under or in connection with the Finance Documents is:a.in the case of the Borrower, that identified with its name below;b.in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; andc.in the case of the Agent, that identified with its name below,or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the otherParties, if a change is made by the Agent) by not less than five Business Days' notice.30.3Deliverya.Any communication or document made or delivered by one person to another under or in connection with the Finance Documentswill only be effective:i.if by way of fax, when received in legible form; orii.if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the postpostage prepaid in an envelope addressed to it at that address;and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), ifaddressed to that department or officer.b.Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agentand then only if it is expressly marked for the attention of the department or officer identified with the Agent's signature below (orany substitute department or officer as the Agent shall specify for this purpose).c.Save as otherwise expressly provided for in this Agreement, all notices from or to the Borrower shall be sent through the Agent.d.Any communication or document which becomes effective, in accordance with paragraphs 30.3.1 above, after 5.00 p. m. in theplace of receipt shall be deemed only to become effective on the following day.30.4Notification of address and fax numberPromptly upon changing its address or fax number, the Agent shall notify the other Parties.30.5Communication when Agent is Impaired AgentIf the Agent is an Impaired Agent, the Parties may, instead of communicating with each other through the Agent, communicate with eachother directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to bemade or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by therelevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.75Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.30.6Electronic communicationa.Any communication to be made between any two Parties under or in connection with the Finance Documents may be made byelectronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those twoParties:i.notify each other in writing of their electronic mail address and/or any other information required to enable thetransmission of information by that means; andii.notify each other of any change to their address or any other such information supplied by them by not less than fiveBusiness Days' notice.b.Any such electronic communication as specified in paragraph 30.6.1 above to be made between the Borrower and a FinanceParty may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, thisis to be an accepted form of communication.c.Any electronic communication as specified in paragraph 30.6.1 above made between those two Parties will be effective onlywhen actually received (or made available) in readable form and in the case of any electronic communication made by a Party tothe Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.d.Any electronic communication which becomes effective, in accordance with paragraph 30.6.3 above, after 5.00 p. m. in the placein which the Party to whom the relevant communication is sent or made available has its address for the purpose of thisAgreement shall be deemed only to become effective on the following day.e.Any reference in a Finance Document to a communication being sent or received shall be construed to include thatcommunication being made available in accordance with this Clause 30.6.30.7English languagea.Any notice given under or in connection with any Finance Document must be in English.b.All other documents provided under or in connection with any Finance Document must be:i.in English; orii.if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, theEnglish translation will prevail unless the document is a constitutional, statutory or other official document.31.CALCULATIONS AND CERTIFICATES31.1AccountsIn any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accountsmaintained by a Finance Party are prima facie evidence of the matters to which they relate.31.2Certificates and DeterminationsAny certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error,conclusive evidence of the matters to which it relates.76Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.31.3Day count conventionAny interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of theactual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, inaccordance with that market practice.32.PARTIAL INVALIDITYIf, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of anyjurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of suchprovision under the law of any other jurisdiction will in any way be affected or impaired.33.REMEDIES AND WAIVERSNo failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shalloperate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm anyFinance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right orremedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in eachFinance Document are cumulative and not exclusive of any rights or remedies provided by law.34.AMENDMENTS AND WAIVERS34.1Required consentsa.Subject to Clause 34.2 (All Lender matters) and Clause 34.7 (Other exceptions) any term of the Finance Documents may beamended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will bebinding on all Parties.b.The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 34.34.2All Lender mattersSubject to Clause 34.6 (Replacement of Screen Rate) an, amendment or waiver of any term of any Finance Document that has the effectof changing or which relates to:a.the definition of "Majority Lenders" in Clause 1.1 (Definitions);b.an extension to the date of payment of any amount under the Finance Documents;c.a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;d.an increase in any Commitment, an extension of any Availability Period or any requirement that a cancellation of Commitmentsreduces the Commitments of the Lenders rateably under the Facility;e.a change to the Borrower;f.any provision which expressly requires the consent of all the Lenders; org.Clause 2.3 (Finance Parties' rights and obligations), Clause 8.12 (Application of prepayments), Clause 23 (Changes to theLenders), Clause 27 (Sharing among the Finance Parties), this Clause 34, Clause 37 (Governing Law) or Clause 38 (Jurisdiction),shall not be made without the prior consent of all the Lenders.77Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.34.3Excluded commitmentsIf any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any FinanceDocument or any other vote of Lenders under the terms of this Agreement within 15 Business Days of the request being made (unless theBorrower and the Agent agree to a longer time period in relation to any request):a.its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility whenascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has beenobtained to approve that request; andb.its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group ofLenders has been obtained to approve that request.34.4Disenfranchisement of Defaulting Lendersa.For so long as a Defaulting Lender has any Available Commitment, in ascertaining:i.the Majority Lenders; orii.whether:1.any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under theFacility; or2.the agreement of any specified group of Lenders,has been obtained to approve any request for a consent, waiver, amendment of or in relation to any term of any FinanceDocument or of any other vote of Lenders under the Finance Documents,that Defaulting Lender's Commitments under the Facility will be reduced by the amount of its Available Commitments under theFacility and, to the extent that that reduction results in that Defaulting Lender's Total Commitments being zero, that DefaultingLender shall be deemed not to be a Lender for the purposes of paragraphs 34.4.1(A) and 34.4.1(B) above.b.For the purposes of this Clause 34.4, the Agent may assume that the following Lenders are Defaulting Lenders:i.any Lender which has notified the Agent that it has become a Defaulting Lender;ii.any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a) or (b) ofthe definition of "Defaulting Lender" has occurred,unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonablyrequested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.34.5Replacement of a Defaulting Lendera.The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days'prior written notice to the Agent and such Lender:i.replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transferpursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;ii.require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 23 (Changesto the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or78Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.iii.require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 23 (Changesto the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,to a Lender or other bank or financial institution (a "Replacement Lender") selected by the Borrower, and which confirms itswillingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender inaccordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:1.in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loansand all accrued interest (to the extent that the Agent has not given a notification under Clause 23.8 (Pro ratainterest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents;or2.in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which doesnot exceed the amount described in Clause 34.5.1(1) above.b.Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 34 shall be subject to the followingconditions:i.the Borrower shall have no right to replace the Agent;ii.neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;iii.the transfer must take place no later than five Business Days after the notice referred to in Clause 34.5.1 above;iv.in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the feesreceived by the Defaulting Lender pursuant to the Finance Documents; andv.the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.5.1 above once itis satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicablelaws and regulations in relation to that transfer to the Replacement Lender.c.The Defaulting Lender shall perform the checks described in Clause 34.5.2(E) above as soon as reasonably practicable followingdelivery of a notice referred to in Clause 34.5.1 above and shall notify the Agent and the Borrower when it is satisfied that it hascomplied with those checks.34.6Replacement of Screen Ratea.Subject to Clause 34.7 (Other exceptions), if any Screen Rate is not available for a currency which can be selected for a Loan,any amendment or waiver which relates to providing for another benchmark rate to apply in relation to that currency in place ofthat Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate) maybe made with the consent of the Majority Lenders and the Borrower.b.If any Lender fails to respond to a request for an amendment or waiver described in paragraph 34.6.1 above within five BusinessDays (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made:i.its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility whenascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; andii.its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified groupof Lenders has been obtained to approve that request.79Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.34.7Other exceptionsAn amendment or waiver which relates to the rights or obligations of the Agent or any of the Arrangers or a Reference Bank (each in theircapacity as such) may not be effected without the consent of the Agent, the Arrangers or that Reference Bank, as the case may be.35.CONFIDENTIAL INFORMATION35.1ConfidentialityEach Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permittedby Clause 35.2 (Disclosure of Confidential Information) and Clause 35.3 (Disclosure to numbering service providers), and to ensure that allConfidential Information is protected with security measures and a degree of care that would apply to its own confidential information.35.2Disclosure of Confidential InformationAny Finance Party may, subject (where applicable) to the provisions of article L.511-33 of the French Code monétaire et financier,disclose:a.to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors,partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person towhom the Confidential Information is to be given pursuant to this Clause 35.2.1 is informed in writing of its confidential nature andthat some or all of such Confidential Information may be price-sensitive information except that there shall be no suchrequirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information oris otherwise bound by requirements of confidentiality in relation to the Confidential Information;b.to any person:i.to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/orobligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agentand, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;ii.with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation inrelation to, or any other transaction under which payments are to be made or may be made by reference to, one or moreFinance Documents and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives andprofessional advisers;iii.appointed by any Finance Party or by a person to whom paragraph (A) or (B) above applies to receive communications,notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, withoutlimitation, any person appointed under Clause 25.15.2 of Clause 25.15 (Relationship with the Lenders));iv.who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, anytransaction referred to in paragraph (A) or (B) above;v.to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental,banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant toany applicable law or regulation;80Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.vi.to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration,administrative or other investigations, proceedings or disputes;vii.to whom or for whose benefit that Finance Party assigns, charges, pledges or otherwise creates Security (or may do so)pursuant to Clause 23.7 (Security over Lenders' rights);viii.who is a Party; orix.with the consent of the Borrower;in each case, such Confidential Information as that Finance Party shall consider appropriate if:1.in relation to paragraphs (A), (B) and (C) above, the person to whom the Confidential Information is to be givenhas entered into a Confidentiality Undertaking except that there shall be no requirement for a ConfidentialityUndertaking if the recipient is a professional adviser and is subject to professional obligations to maintain theconfidentiality of the Confidential Information;2.in relation to paragraph (D) above, the person to whom the Confidential Information is to be given has enteredinto a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to theConfidential Information they receive and is informed that some or all of such Confidential Information may beprice-sensitive information;3.in relation to paragraphs 35.2.2(E), 35.2.2(F) and 35.2.2(G)above, the person to whom the ConfidentialInformation is to be given is informed of its confidential nature and that some or all of such ConfidentialInformation may be price-sensitive information except that there shall be no requirement to so inform if, in theopinion of that Finance Party, it is not practicable so to do in the circumstances; andc.to any person appointed by that Finance Party or by a person to whom Clause 35.2.2(A) or Clause 35.2.2(B) above applies toprovide administration or settlement services in respect of one or more of the Finance Documents including without limitation, inrelation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required tobe disclosed to enable such service provider to provide any of the services referred to in this Clause 35.2.3 if the serviceprovider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the formof the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form ofconfidentiality undertaking agreed between the Borrower and the relevant Finance Party; andd.to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed toenable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower if therating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all ofsuch Confidential Information may be price-sensitive information.35.3Disclosure to numbering service providersa.Any Finance Party may, subject (where applicable) to the provisions of article L.511-33 of the French Code monétaire etfinancier, disclose to any national or international numbering service provider appointed by that Finance Party to provideidentification numbering services in respect of this Agreement, the Facility and/or the Borrower the following information:81Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.i.name of Borrower;ii.country of domicile of the Borrower;iii.place of incorporation of the Borrower;iv.Signing Date;v.Clause 37 (Governing Law);vi.the names of the Agent and the Arrangers;vii.date of each amendment to and restatement of this Agreement;viii.amount of, and name of, the Facility;ix.amount of Total Commitments;x.currencies of the Facility;xi.type of the Facility;xii.ranking of the Facility;xiii.Termination Date for the Facility;xiv.changes to any of the information previously supplied pursuant to paragraphs (A) to (M) above; andxv.such other information agreed between such Finance Party and the Borrower,to enable such numbering service provider to provide its usual syndicated loan numbering identification services.b.The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or the Borrowerby a numbering service provider and the information associated with each such number may be disclosed to users of its servicesin accordance with the standard terms and conditions of that numbering service provider.c.The Borrower represents that none of the information set out in paragraphs (A) to (O)) of Clause 35.3.1 above is, nor will at anytime be, unpublished price-sensitive information.d.Subject to Clause 35.5, a Finance Party may only appoint a numbering service provider from the list of providers set out inSchedule 9 (List of Approved Numbering Service Providers) or any successors in title or transferee of the numbering serviceprovision business of such a person (each, an "Approved Numbering Service Provider").e.If a Finance Party wishes to appoint any numbering service provider which is not an Approved Numbering Service Provider, itshall notify the Agent of such wish and the Agent shall then notify the Borrower thereof.f.The consent of the Borrower is required to the appointment of any numbering service provider which is not an ApprovedNumbering Service Provider, but the Borrower hereby agrees in principle to consent to such appointment so notified to it andundertakes not to unreasonably withhold or delay its consent following notification.35.4Entire agreementSubject to the provisions of article L.511-33 of the French Code monétaire et financier, this Clause 35 constitutes the entire agreementbetween the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Informationand supersedes any previous agreement, whether express or implied, regarding Confidential Information.82Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.35.5Inside informationEach of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and thatthe use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing andmarket abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.35.6Notification of disclosureEach of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:a.of the circumstances of any disclosure of Confidential Information made pursuant to Clause 35.2.2(E) (Disclosure of ConfidentialInformation) except where such disclosure is made to any of the persons referred to in that Clause during the ordinary course ofits supervisory or regulatory function; andb.upon becoming aware that Confidential Information has been disclosed in breach of this Clause 35.35.7Continuing obligationsThe obligations in this Clause 35 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period oftwelve months from the earlier of:a.the date on which all amounts payable by the Borrower under or in connection with this Agreement have been paid in full and allCommitments have been cancelled or otherwise cease to be available; andb.the date on which such Finance Party otherwise ceases to be a Finance Party.36.CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS1.1Confidentiality and disclosure1.The Agent and the Borrower agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation)confidential and not to disclose it to anyone, save to the extent permitted by paragraphs 36.1.2, 36.1.3 and 36.1.4 below.2.The Agent may, subject (where applicable) to the provisions of article L. 511-33 of the French Code monétaire et financier,disclose:(A)any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuantto Clause 9.5 (Notification of rates of interest); and(B)any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services inrespect of one or more of the Finance Documents to the extent necessary to enable such service provider to providethose services if the service provider to whom that information is to be given has entered into a confidentiality agreementsubstantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement ServiceProviders or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender orReference Bank, as the case may be.83Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.The Agent may, subject (where applicable) to the provisions of article L. 511-33 of the French Code monétaire et financier,disclose any Funding Rate or any Reference Bank Quotation, and the Borrower may disclose any Funding Rate, to:(A)any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners andRepresentatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to thisparagraph (A) is informed in writing of its confidential nature and that it may be price-sensitive information except thatthere shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain theconfidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentialityin relation to it;(B)any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or anygovernmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange orpursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is tobe given is informed in writing of its confidential nature and that it may be price-sensitive information except that thereshall be no requirement to so inform if, in the opinion of the Agent or Borrower, as the case may be, it is not practicableto do so in the circumstances;(C)any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation,arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate orReference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitiveinformation except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as thecase may be, it is not practicable to do so in the circumstances; and(D)any person with the consent of the relevant Lender or Reference Bank, as the case may be.4.The Agent's obligations in this Clause 36 relating to Reference Bank Quotations are without prejudice to its obligations to makenotifications under Clause 9.5 (Notification of rates of interest) provided that (other than pursuant to paragraph 36.1.2(A) above)the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.1.2Related obligations1.The Agent and the Borrower acknowledge that each Funding Rate (and, in the case of the Agent, each Reference BankQuotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislationincluding securities law relating to insider dealing and market abuse and the Agent and the Borrower undertake not to use anyFunding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.2.The Agent and the Borrower agree (to the extent permitted by law and regulation) to inform the relevant Lender or ReferenceBank, as the case may be:(A)of the circumstances of any disclosure made pursuant to paragraph 36.1.3(B) (Confidentiality and disclosure) exceptwhere such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of itssupervisory or regulatory function; and(B)upon becoming aware that any information has been disclosed in breach of this Clause 36.1.3No Event of DefaultNo Event of Default will occur under Clause 22.3 (Other obligations) by reason only of the Borrower’s failure to comply with this Clause 36.84Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SECTION 11GOVERNING LAW AND ENFORCEMENT37.GOVERNING LAWThis Agreement and any non-contractual obligations arising out of or in connection with it are governed by French law.38.JURISDICTIONThe Tribunal de Commerce de Paris has exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement(including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out or inconnection with this Agreement).This Agreement has been entered into on the date stated at the beginning of this Agreement in fourteen (14) original copies.85Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 1THE ORIGINAL LENDERSName of Original LendersCommitmentBNP Paribas(662 042 449 RCS Paris)EUR 50,000,000Crédit Lyonnais (LCL)(954 509 741 RCS Lyon)EUR 50,000,000HSBC France(775 670 284 RCS Paris)EUR 50,000,000NATIXIS(542 044 524 RCS Paris)EUR 40,000,000Société Générale(552 120 222 RCS Paris)EUR 50,000,000Caisse d'Epargne d'Auvergne et Limousin(382 742 013 RCS Clermont Ferrand)EUR 10,000,00086Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 2CONDITIONS PRECEDENT1.THE BORROWERa.A copy, certified as being a true copy, of the updated constitutional documents (statuts) of the Borrower.b.An original of a K-bis extract of the Borrower dated less than 15 days prior to the Signing Date.c.An original of a non-bankruptcy certificate (certificat de non faillite) of the Borrower dated less than 15 days prior to the Signing Date.d.A copy, certified as being a true copy, of the minutes of the board of directors (conseil d'administration) of the Borrower approving theexecution, delivery and performance of the Finance Documents.e.Evidence that the person(s) who has(ve) signed the Finance Documents on behalf of the Borrower was duly authorised so to sign.f.A specimen of the signature of each person referred to in paragraph 1.5 above and of each person authorised by the resolution referred toin paragraph 1.4 above.g.A certificate of an authorised signatory of the Borrower confirming that borrowing the Total Commitments would not cause any borrowing orsimilar limit binding on the Borrower to be exceeded.h.A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 2(Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the Signing Date.2.FINANCE DOCUMENTSa.An original of the Fee Letters signed by all parties thereto.b.An original of the TEG Letter countersigned by the Borrower.3.LEGAL OPINIONSa.A legal opinion of Herbert Smith Freehills Paris LLP, legal advisers to the Arrangers and the Agent in France, in relation to the validity andenforceability of this Agreement, substantially in the form distributed to the Original Lenders prior to signing this Agreement.b.A legal opinion of Linklaters Paris LLP, legal advisers to the Borrower in France, in relation to the existence, capacity and authorisations ofthe Borrower to sign this Agreement, substantially in the form distributed to the Original Lenders prior to signing this Agreement.4.OTHER DOCUMENTS AND EVIDENCEa.A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if ithas notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any FinanceDocument or for the validity and enforceability of any Finance Document.b.The Original Financial Statements.c.A list of the Material Subsidiaries as at the Signing Date.d.All documents reasonably required by the Finance Parties to comply with their "know your customers" checks and anti-money launderingrequirements with respect to the Borrower.e.Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees) and Clause 17 (Costs andExpenses) have been paid or will be paid on the Signing Date.87Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 3UTILISATION REQUESTFrom: Criteo S.A.To: LCL - Crédit LyonnaisA l'attention de Joëlle PRUDHOMME / Nathalie COATANLEMPar fax au 02.37.32.74.53copie : guillaume.fuhr@lcl.frDated: [__]Dear Sirs,CRITEO S.A. - [__] Facility Agreement dated [__] (the "Agreement")1.We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this UtilisationRequest unless given a different meaning in this Utilisation Request.2.We wish to borrow a Loan on the following terms:Proposed Utilisation Date:[__] (or, if that is not a Business Day, the next Business Day)Acquisition Drawdown: [Yes/No]Currency of Loan: [Euro/Dollar]Amount: [__] or, if less, the Available FacilityInterest Period: [__]3.We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.4.[This Loan is to be made in [whole] / [part] for the purpose of refinancing [identify maturing Loan]. The proceeds of this Loan should becredited to [account]. / [The proceeds of this Loan should be credited to [account]].5.This Utilisation Request is irrevocable.Yours faithfully…………………………………authorised signatory forCriteo S.A.88Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 4FORM OF TRANSFER AGREEMENTThis Transfer Agreement is made on [__]BETWEEN:(1)[__] (the "Existing Lender")AND(2)[__] (the "New Lender")WHEREAS:(A)The Existing Lender has entered into a multicurrency revolving loan facility in an aggregate amount equal to two hundred fifty millionseuros (EUR250,000,000) under a facility agreement dated [__] 2015, between Criteo S.A., the financial institutions listed in Schedule 1thereto BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking acting asArrangers, and Crédit Lyonnais (LCL) acting as Agent of the Lenders (the "Facility Agreement").(B)The Existing Lender wishes to [transfer/assign] and the New Lender wishes to acquire [all] [the part specified in Schedule 1 to thisTransfer Agreement] of the Existing Lender's Commitment, rights [and obligations] referred to in Schedule 1 to this Transfer Agreement.(C)Terms defined in the Facility Agreement have the same meaning when used in this Transfer Agreement.IT IS AGREED AS FOLLOWS:1.The Existing Lender and the New Lender agree to the [transfer/assignment] (cession) of [all] [the part specified in Schedule 1 to thisTransfer Agreement] of the Existing Lender's Commitment, rights [and obligations] referred to in Schedule 1 to this Transfer Agreement inaccordance with Clause 23.5 (Procedure for Transfer or Assignment) of the Facility Agreement.1 2.The proposed Transfer Date is [__].3.The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2(Addresses) are set out in Schedule 2 to this Transfer Agreement.4.The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 23.4 (Limitation ofresponsibility of Existing Lenders) of the Facility Agreement.5.The New Lender confirms, for the benefit of the Agent and without liability to the Borrower, that it is:(a) a Qualifying Lender other than a Treaty Lender;(b) a Treaty Lender;(c) not a Qualifying Lender.2 and that it is [not]3 incorporated or acting through a Facility Office situated in a Non-Cooperative Jurisdiction.___________________1 The New Lender may, in the case of a transfer of rights by the Existing Lender under this Transfer Agreement, if it considers it necessary to make the transfereffective as against third parties, arrange for it to be notified by way of signification to the Borrower in accordance with article 1690 of the French Code Civil.2 Delete as applicable. Each New Lender is required to confirm which of these three categories it falls within.3 Delete as applicable. Each New Lender is required to confirm whether it falls within one of these categories or not.89Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.The New Lender confirms to the other Finance Parties represented by the Agent that it has become entitled to the same rights and that itwill assume the same obligations to those Parties as it would have been under if it was an Original Lender.7.This Transfer Agreement and any non-contractual obligations arising out of or in connection with it are governed by French law. TheTribunal de Commerce de Paris shall have jurisdiction in relation to any dispute concerning it.8.This Transfer Agreement has been entered into on the date stated at the beginning of this Transfer Agreement.Schedule 1Commitment/rights [and obligations] to be transferred[insert relevant details][Facility Office address, fax number and attention details for notices and account details for payments,][Existing Lender][New Lender]By:By: This Transfer Agreement is accepted by the Agent and the Transfer Date is confirmed as [__].[Agent]By:90Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 5FORM OF INCREASE CONFIRMATIONTo: [__] as Agent and Criteo S.A. as BorrowerFrom: [the Increase Lender] (the "Increase Lender")Dated:Criteo S.A. - EUR250,000,000 Multicurrency Revolving Facility Agreementdated [__] 2015 (the "Agreement")1.We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this IncreaseConfirmation unless given a different meaning in this Increase Confirmation.2.We refer to Clause 2.2 (Increase).3.The Increase Lender agrees to assume (souscrire) and will assume all of the obligations corresponding to the Commitment specified in theSchedule (the "Relevant Commitment") as if it was an Original Lender under the Agreement.4.The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the "IncreaseDate") is [__].5.[On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.]6.The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 30.2(Addresses) are set out in the Schedule.7.The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause 2.2 (Increase).8.The Increase Lender confirms, for the benefit of the Agent and without liability to the Borrower, that it is:(a) [a Qualifying Lender (other than a Treaty Lender);](b) [a Treaty Lender;](c) [not a Qualifying Lender].4 and that it is [not]5 9.This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by French law.10.This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.___________________4 Delete as applicable - each Increase Lender is required to confirm which of these three categories it falls within.5 Delete as applicable. Each New Lender is required to confirm whether it falls within one of these categories or not. incorporated or acting through a Facility Office situated in aNon-Cooperative Jurisdiction.91Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.THE SCHEDULERelevant Commitment/rights and obligations to be assumed by the Increase Lender[insert relevant details][Facility office address, fax number and attention details for notices and account details for payments][Increase Lender]By:This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Agent and the Increase Date isconfirmed as [__].Agent By:NOTE:92Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 6FORM OF COMPLIANCE CERTIFICATETo: [__] as AgentFrom: [Borrower]Dated: [__]Dear SirsCriteo S.A. - [__] Facility Agreementdated [__] (the "Agreement")1.We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in thisCompliance Certificate unless given a different meaning in this Compliance Certificate.2.We confirm that the Leverage ratio is: [__]. Detailed calculations are attached.3.[We confirm that no Event of Default is continuing.]6 Signed: _______________[Chief Financial Officer/Authorised Signatory of Borrower][Insert applicable auditor's certification language]7 …................……….[for and on behalf of[name of auditors of the Borrower]8 ___________________6 If this statement cannot be made, the certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it.7 Alternatively, the auditors will provide a cover letter annexing the compliance certificate (rather than sign the compliance certificate itself).8 Only applicable if the Compliance Certificate accompanies the annual audited financial statements and is to be signed by the auditors.93Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 7FORM OF CONFIDENTIALITY UNDERTAKING[on Agent's letterhead]CONFIDENTIALITY UNDERTAKINGFrom : [name of Agent][address]To : [name of potential participant][address]France(the "Participant")Date [__]Dear SirsWe refer to the facility agreement dated [__] (the "Facility Agreement") between (i) the Borrower, (ii) the Lenders and (iii) [name of Agent], asAgent, pursuant to which the Lenders have agreed to make available to the Borrower a multicurrency revolving credit facility available by way ofadvances in a maximum principal amount of EUR [250,000,000] (the "Facility").Terms and expressions beginning with a capital letter and not expressly defined in this letter shall have the meaning given to them in the FacilityAgreement.We understand that you are considering participating in the Facility. In respect of the Participation and in consideration of us agreeing to makeavailable to you certain information, by your signature of a copy of this letter you agree as follows:1.DEFINITIONSIn this letter (including the acknowledgement set out below) terms defined in this letter shall, unless the context otherwise requires, havethe same meaning and:"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary ofthat Holding Company."Confidential Information" means all information relating to the Borrower, the Group, the Finance Documents or the Facility of which aLender becomes aware in its capacity as, or for the purpose of becoming, a Lender or which is received by a Lender in relation to, or forthe purpose of becoming a Lender under, the Finance Documents or the Facility from either:(a) any member of the Group or any of its advisers; or(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Groupor any of its advisers,in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recordinginformation which contains or is derived or copied from such information but excludes information that:(i)is or becomes public information other than as a direct or indirect result of any breach of this letter of confidentialityundertaking; or(ii)is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or94Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iii)is known by you before the date the information is disclosed to you in accordance with paragraphs (i) or (ii) above or islawfully obtained by you after that date, from a source which is, as far as you are aware, unconnected with the Groupand which, in either case, as far as that you are aware, has not been obtained in breach of, and is not otherwise subjectto, any obligation of confidentiality."Finance Document" means the documents designated as such in the Facility Agreement."Group" means the Borrower, its Subsidiaries and any Affiliate."Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is aSubsidiary."Participation" means (i) the assignment or transfer of all or any of rights and/or obligations of a Lender under one or more FinanceDocuments; (ii) the entering into, whether directly or indirectly, any sub-participation in relation to, or any other transaction under whichpayments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower or (iii) the investment inor otherwise financing, directly or indirectly, any transaction referred to in paragraph (i) or (ii) above."Participant Group" means the Participant, its Subsidiaries and any Affiliate."Permitted Purpose" means access to Confidential Information in order to consider and evaluate whether to participate in the Facility.["Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager orinvestment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investmentmanager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.]["Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.]"Subsidiary" means in relation to any company, another company which is controlled by it within the meaning of article L.233-3 of theFrench Code de Commerce.2.CONFIDENTIALITYYou undertake:a.to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 3 below and toensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidentialinformation;b.to use the Confidential Information only for the Permitted Purpose; andc.to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed underparagraphs 3.2 and 3.3 below) acknowledges and complies with the provisions of this letter as if that person were also a party to it.3.PERMITTED DISCLOSUREWe agree that you may disclose such Confidential Information:a.to members of the Participant Group and their officers, directors, employees, professional advisers and auditors, to the extent necessaryfor the Permitted Purpose, if any person to whom the Confidential Information is to be given pursuant to this paragraph 3.1 is informed inwriting of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that thereshall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of theinformation or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;95Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.b.to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxationor other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;c.to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative orother investigations, proceedings or disputes; andd.with the prior written consent of us and the Borrower.4.NOTIFICATION OF DISCLOSUREYou agree (to the extent permitted by law and regulation) to inform us:a.of the circumstances of any disclosure of Confidential Information made pursuant to paragraphs 3.2 and 3.3 except where such disclosureis made to any of the persons referred to in those paragraphs during the ordinary course of its supervisory or regulatory function; andb.upon becoming aware that Confidential Information has been disclosed in breach of this letter.5.RETURN OF COPIESIf we so request in writing, you shall return or destroy all Confidential Information supplied to you by us and destroy or permanently erase(to the extent technically practicable) all copies of Confidential Information made by you and use your reasonable endeavours to ensurethat anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable)such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required toretain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisoryor regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraphs 3.2 and3.3 above.6.DURATIONa.The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between youand us.b.Notwithstanding the previous sentence, these obligations shall cease on the earlier of:i.the date on which you become a party to the Facility Agreement or otherwise acquire (by assignment or sub participation) aninterest, direct or indirect in the Facility; orii.the date falling [twelve] months after the date of your final receipt (in whatever manner) of any Confidential Information.7.NO REPRESENTATION AND CONSEQUENCES OF BREACHYou acknowledge and agree that neither we nor any members of the Group nor any of our officers, employees or advisers:a.make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completenessof any of the Confidential Information or any other information supplied by us or any member of the Group or the assumptions on which itis based;b.shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us orany member of the Group; andc.be otherwise liable to you or any other person in respect of the Confidential Information or any such information.96Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.ENTIRE AGREEMENT, NO WAIVER, AMENDMENTSa.Subject to the provisions of article L.511-33 of the French Code monétaire et financier, this letter constitutes the entire agreement betweenus in relation to your obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied,regarding Confidential Information;b.No failure to exercise, nor any delay in exercising any right or remedy under this letter will operate as a waiver of any such right or remedy.No single or partial exercise of any right or remedy will prevent any further or other exercise; andc.The terms of this letter and your obligations under this letter may only be amended or modified by written agreement between us.9.INSIDE INFORMATIONYou acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of suchinformation may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse andyou undertake not to use any Confidential Information for any unlawful purpose.10.NATURE OF UNDERTAKINGSThe undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also givenfor the benefit of the Borrower and each other member of the Group.11.GOVERNING LAW AND JURISDICTIONThis letter and the agreement constituted by your acknowledgement of its terms are governed by French law. The Tribunal de Commercede Paris has exclusive jurisdiction to settle any dispute arising out of or in connection with this letter.Please acknowledge your agreement to the above by signing and returning the enclosed copy.Yours faithfullyThe AgentFor and on behalf of [the relevant Lender]______________________We acknowledge and agree to the above:The Potential Participant______________________By:Title:Date : [__]97Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 8TIMETABLES Loans in euroLoans in dollarOther CurrenciesAgent notifies the Borrower if a currency isapproved as an Optional Currency inaccordance with Clause 4.3 (Conditionsrelating to Optional Currencies)N/AN/AU-45.00 p.m.Delivery of a duly completed UtilisationRequest (Clause 5.1 (Delivery of aUtilisation Request)U-310.00 a.m.U-310.00 a.m.U-310.00 a.m.Agent determines (in relation to aUtilisation) the Base Currency Amount ofthe Loan, if required under Clause 5.4(Lenders' participation)N/AU-32 p.m.U-32 p.m.Agent notifies the Lenders of the Loan inaccordance with Clause 5.4 (Lenders'participation)U-3PromptlyU-3PromptlyU-3PromptlyAgent receives a notification from a Lenderunder Clause 6.2 (Unavailability of acurrency)N/AQuotation Day10.00 a.m.Quotation Day10.00 a.m.Agent gives notice in accordance withClause 6.2 (Unavailability of a currency)N/AQuotation Day12.00 a.m.Quotation Day12.00 a.m.EURIBOR or LIBOR is fixedQuotation Day 11:00 am(Brussels time) in respect ofEURIBOR and 11:00 amLondon time in respect ofLIBORQuotation Day 11:00 am(London time) Reference Bank Rate calculated byreference to available quotations inaccordance with Clause 11.2 (Calculation ofReference Bank Rate)Noon (Brussels time) inrespect of EURIBOR andnoon (London time) on theQuotation Day in respect ofLIBORNoon (London time) on theQuotation DayNoon (London time) onthe Quotation Day"U" being the number of Business Days before the Utilisation Date.98Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 9LIST OF APPROVED NUMBERING SERVICE PROVIDERS- EUROCLEAR- The Depository Trust & Clearing Corporation (DTCC)- Markit99Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE 10EXISTING FINANCIAL INDEBTEDNESSAll Financial Indebtedness existing on the Signing Date including:As of August 31, 2015Outstanding nominal amounts (inthousand euros)CEPAL loanMaturity : September 5, 2015€ 72CEPAL loanMaturity : November 5, 2015€ 95LCL loanMaturity :June 7, 2016€ 2,278LCL loanMaturity :December 28, 2015€ 287BPI loanMaturity : May 31, 2021€ 3,000BPI Revolving Credit FacilityMaturity : May 31, 2021€ 50BPI loanMaturity : September 30, 2018€ 569BQ Populaire loanMaturity : February 14, 2017€ 12HSBC China Revolving Credit Facility€ 4 191equivalent of RMB 35,000kFinance lease€ 125TOTAL Existing Financial Indebtedness€ 10,678100Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SIGNATURE PAGESTHE BORROWER:___________________________CRITEO S.A.By: Benoît FOUILLANDTitle: directeur financier et directeur général déléguéTHE ARRANGERS:___________________________BNP PARIBASBy: Philippe BEAUCHESNE / Ali EL AMARITitle: Authorised signatory___________________________CRÉDIT LYONNAIS (LCL)By: Jean-Philippe PELTIERTitle: Authorised signatory___________________________HSBC FRANCEBy: Xavier BRUNAUD /Title: Authorised signatorySource: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.101Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.___________________________NATIXISBy: Jean Philippe NANI / Sophie JUSSELINTitle: Authorised signatory___________________________SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKINGBy: Benoite ARMAND-PIEYRETitle: Authorised signatoryTHE COORDINATOR AND DOCUMENTATION AGENT:___________________________NATIXISBy: Jean Philippe NANI / Sophie JUSSELINTitle: Authorised signatoryTHE AGENT:___________________________CRÉDIT LYONNAIS (LCL)By: Jean-Philippe PELTIERTitle: Authorised signatory102Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.THE ORIGINAL LENDERS:___________________________BNP PARIBASBy: Philippe BEAUCHESNE / Ali EL AMARITitle: Authorised signatory___________________________CRÉDIT LYONNAIS (LCL)By: Jean-Philippe PELTIERTitle: Authorised signatory___________________________HSBC FRANCEBy: Xavier BRUNAUD /Title: Authorised signatory___________________________NATIXISBy: Jean Philippe NANI / Sophie JUSSELINTitle: Authorised signatory___________________________SOCIÉTÉ GÉNÉRALEBy: Benoite ARMAND-PIEYRETitle: Authorised signatorySource: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.103Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.___________________________CAISSE D'EPARGNE D'AUVERGNE ET LIMOUSINBy: Stéphane COURAGEOTTitle: Authorised signatoryEn accord avec les parties, les présentes ont été reliées par leprocédé ASSEMBLACT R.C. empêchant toute substitution ouaddition et sont seulement signées en dernière page.104Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 4.3AGREEMENT TO FURNISH DEBT INSTRUMENTSPursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Criteo S.A. (the “Company”) has not included as an exhibit to its Annual Report on Form 10-Kany instrument relating to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company.The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request. CRITEO S.A. By:/s/ Eric EichmannName:Eric EichmannTitle:Chief Executive OfficerDate:February 29, 2016 Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.7Summary of BSA Terms and ConditionsSimilar to share options, non-employee warrants (“BSAs”) entitle the holder to exercise the warrant for the underlying vested shares at an exercise price pershare determined by our board of directors, which exercise price must be at least equal to the average closing price of the ordinary shares for the twentytrading days preceding the grant date of the BSAs. In addition to any exercise price payable by a holder upon the exercise of any non-employee warrant, non-employee warrants need to be subscribed for at a price at least equal to ten percent (10%) of the exercise price of the underlying ordinary shares, whichsubscription price is meant to reflect at least the fair market value of the applicable warrants on the date of grant. The limit on the size of the non-employeewarrant pool is determined by our shareholders.Administration. Pursuant to delegations granted at our annual shareholders’ meeting, our board of directors determines the recipients, dates of grant andexercise price of non-employee warrants, the number of non-employee warrants to be granted and the terms and conditions of the non-employee warrants,including the period of their exercisability and their vesting schedule. The board of directors has the authority to extend the post-termination exercise periodof non-employee warrants after the end of the term of office.Non-Employee Warrants. Our non-employee warrants granted to independent directors are generally subject to a vesting schedule as follows: 1/4 on the firstanniversary of the date of grant and 1/16 to vest at the end of each quarter following the first anniversary for 36 months as from such date. Upon expiration ofa director’s term of office, all of the BSAs granted to such director become immediately exercisable, provided that they can only be sold in accordance withthe vesting schedule. The term of non-employee warrants is ten years from the date of grant or, in the case of death or disability of the beneficiary during suchten-year period, six months from the death or disability of the beneficiary. Unless a longer period is specified in the notice of grant or otherwise resolved bythe board of directors, a non-employee warrant shall remain exercisable for 90 days following a beneficiary’s termination with the Company.Non-employee warrants may be transferred to any person and may be exercised by their holder at any time subject to vesting and any other grant conditions,as applicable.Change in Control. Most of our non-employee warrants provide that in the event of a change in control, as defined in the relevant grant documents, unvestedwarrants will automatically vest in full.Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.13Form of Allocation LetterCriteo 2015 Performance-Based Free Share (RSU) Plan[Beneficiary Name and Address] [Date]Letter delivered by electronic delivery[Name of Beneficiary],We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting held on October 23, 2015, the board ofdirectors (the “Board”) of Criteo S.A. (the “Company”), during its meeting held on [ ] (the “Grant Date”), granted to you free shares of the Company, underthe terms and conditions provided for in articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code and in the 2015 Performance-Based Free SharePlan of the Company (the “2015 Performance-Based Plan”).The Board granted to you [ ] restricted stock units in respect of ordinary shares of the Company (the “Shares”), with a par value of EUR 0.025 each(the “Grant”).There is a period (named “vesting period”) at the end of which the Grant will become effective and final (i.e., the Shares will be issued to you and beyour property). The Shares may be definitively acquired by you not earlier than [ ] unless you shall cease to be an employee of the Criteo group for anyreason whatsoever during the vesting period, and subject to the attainment of the following performance goals: [ ].In the event of Disability (as defined under Article 6.4 of the 2015 Performance-Based Plan) before the end of the vesting period, the free Shares shallbe definitively acquired on the date of Disability. In the event of death during the vesting period, the free Shares shall be definitively acquired at the date ofthe request of allocation made by your beneficiaries in the framework of the inheritance. The request for allocation of the Shares shall be made within six (6)months from the date of death in compliance with Article L. 225-197-3 of the French Commercial Code.By acknowledging this Grant, you hereby acknowledge and agree that any Allocation (as defined in the 2015 Performance-Based Plan) pursuant tothe 2015 Performance-Based Plan shall be subject to any applicable Company clawback policy, as adopted by the Company from time to time.The detailed terms of this Grant are described in the 2015 Performance-Based Plan, a copy of which is attached hereto.Thank you for sending us a copy of the 2015 Performance-Based Plan to legal.corporate@criteo.com, duly initialed and signed, not later than [ ],failing which the above grant shall be null and void. Yours sincerely,CRITEOSource: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.14Form of Allocation LetterCriteo 2015 Time-Based Free Share (RSU) Plan[Beneficiary Name and Address] [Date]Letter delivered by electronic delivery[Name of Beneficiary],We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting held on October 23, 2015, the board ofdirectors of Criteo (the « Company »), during its meeting held on [ ] (the « Grant Date »), granted to you free shares of the Company, under the terms andconditions provided for in Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code and in the 2015 Time-Based Free Share Plan of theCompany (the « 2015 Time-Based Plan »).The board of directors granted to you [ ] restricted stock units in respect of ordinary shares of the Company (the « Shares »), with a par value of EUR0.025 each.The period (named « vesting period ») at the end of which the grant will become effective and final (i.e., the Shares will be issued to you and be yourproperty), has been set at [ ] years as from the Grant Date: [details of vesting scheduled to be inserted]. The Shares will thus be definitively acquired at the endof the vesting period unless you shall cease to be an employee of the Criteo group for any reason whatsoever during the vesting period.In the event of Disability (as defined under Article 6.5 of the 2015 Time-Based Plan) before the end of the vesting period, the free Shares shall bedefinitively acquired on the date of Disability. In the event of death of during the vesting period, the free Shares shall be definitively acquired at the date ofthe request of allocation made by your beneficiaries in the framework of the inheritance. The request for allocation of the Shares shall be made within six (6)months from the date of death in compliance with Article L. 225-197-3 of the French Commercial Code.By acknowledging this grant, you hereby acknowledge and agree that any Allocation (as defined in the 2015 Time-Based Plan) pursuant to the2015 Time-Based Plan shall be subject to any applicable Criteo clawback policy, as adopted by Criteo from time to time.The detailed terms of such grant are described in the 2015 Time-Based Plan, a copy of which is attached hereto.Thank you for sending a copy of the 2015 Time-Based Plan to legal.corporate@criteo.com, duly initialed and signed, not later than [ ], failing whichthe above grant shall be null and void. Yours sincerely,CRITEOSource: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.15CRITEOEXECUTIVE BONUS PLAN1.Purposes; Interpretation.The purposes of the Criteo Executive Bonus Plan are to reinforce corporate, organizational and business-development goals, to promote theachievement of year-to-year financial and other business objectives and to reward the performance of executive officers of the Company and its subsidiariesselected for participation in the Plan in fulfilling their professional responsibilities. The Criteo Executive Bonus Plan as set forth herein is also intended todocument the Executive Bonus Plan with respect to the 2015 fiscal year as approved by the Board (defined below) on March 19, 2015.2.Definitions.The following terms, as used herein, shall have the following meanings:(a)“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.(b)“Award” means a cash incentive compensation award, granted pursuant to the Plan, that is contingent upon the attainment ofone or more performance goals with respect to a Performance Period.(c)“Base Salary” means a Participant’s annual base salary or wages, excluding any type of bonus payment (including withoutlimitation any signing bonus or retention bonus, incentive bonus, vacation bonus or holiday bonus), employee benefits, perquisites and overtime.(d)“Board” means the Board of Directors of the Company.(e) “Code” means the Internal Revenue Code of 1986, as amended.(f)“Committee” means the Compensation Committee of the Board.(g)“Company” means Criteo S.A.(h)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.(i) “Participant” means an executive officer or member of executive management of the Company or any Subsidiary who is,pursuant to Section 4 of the Plan, selected to participate herein.(j)“Performance Period” means, unless the Board determines otherwise, a period of no longer than 12 months (typically, theapplicable fiscal year).(k)“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under anemployee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities and(iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of theCompany.(l)“Plan” means the Criteo Executive Bonus Plan, as amended from time to time.(m) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with theCompany, if each of the corporations (other than the last corporation) in the unbroken chain owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in the chain.(n) “Wholly Owned Subsidiary” means, at any time, a Subsidiary all the voting stock of which (except directors’ qualifying sharesand other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements) is at such time owned, directly or indirectly,by the Company and its other wholly owned subsidiaries.3.Administration.(a)The Plan shall be administered by the Board. To the extent permitted by applicable law, the Board may appoint and delegate toanother person, the Committee or another committee any or all of the responsibilities of the Board regarding the Plan. Without limitation, the Board shallhave the sole power and authority, consistent with the express terms of the Plan:(i)to select those employees of the Company or a Subsidiary who shall be Participants;(ii)to determine all of the terms and conditions of Awards (which need not be identical for each Participant or any Award);(iii)to make adjustments in the terms and conditions applicable to Awards;(iv)to waive, in whole or in part, the conditions (including, without limitation, performance conditions) relating to an Award at anytime;1Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(v)to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deemadvisable;(vi)to construe and interpret the terms and provisions of the Plan and any Award in its sole discretion; and(vii)to make all other determinations deemed necessary or advisable for the administration of the Plan;(b)All decisions made by the Board pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons,including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of theBoard or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and allmembers of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, befully indemnified and protected by the Company in respect of any such action, determination or interpretation.4.Eligibility.Awards may be granted to executive officers and members of executive management of the Company and its Subsidiaries, as determined bythe Board. In deter-mining the persons to whom Awards shall be granted and the performance goals relating to each Award, the Board shall take into accountsuch factors as the Board shall deem relevant in connection with accomplishing the purposes of the Plan. For the Company’s 2015 fiscal year, eligibleexecutive officers are the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Technology Officer.5.Terms of Awards.(a)Determination of Performance Goals; Notification. With respect to each Performance Period, the Board shall specify theperformance goals applicable to each Award and, if applicable, the threshold, target and maximum levels of performance applicable to each performancegoal. The performance goals that may be selected by the Board in its discretion include but are not limited to: revenue excluding traffic acquisition costs;adjusted earnings before interest, taxes, depreciation and amortization; cash flow from operating activities; stock price; completion of identified specialproject(s); client development and retention; and other functional or qualitative goals. Performance goals need not be the same for each Participant or groupof Participants, and may differ based on location, pay grade, and such other factors as the Board considers relevant. Awards for any Performance Period maybe expressed as a dollar amount (or its equivalent in another currency) or as a percentage of the Participant’s Base Salary. Participants will be notified of theirAwards with respect to each Performance Period. Such notification will include the performance goals with respect to the Award, the weight to be given toeach such performance goal and, as applicable, the threshold, target and maximum levels of performance applicable to such performance goals.(b)Determination of Performance/Adjustment of Awards. Following the end of the Performance Period, the Board shall determinethe extent to which the performance goals have been reached. The Board shall have the discretion to determine the extent to which an Award shall beadjusted based on a Participant’s individual performance or such other factors as it may, in its discretion, deem relevant. Without limiting the generality ofthe foregoing, a Participant’s Award may be adjusted downward to zero by the Board for the Participant’s poor individual performance.(c)Time and Form of Payment. All payments in respect of Awards granted under the Plan shall be made in cash; provided, however,that, unless otherwise determined by the Board, in order to receive payment in respect of an Award, a Participant must be employed by the Company or one ofits Affiliates on the date payment with respect to the Award is made.(d)Deferral of Payment. The Board shall have the authority to establish such procedures and programs that it deems appropriate toprovide Participants with the ability to defer receipt of cash payable with respect to Awards granted under the Plan. If such a deferral procedure or program isadopted, the terms of such procedure or program shall be set forth in writing prior to its adoption and shall comply with Section 409A of the Code.6.Termination of Employment.Except as provided in this Section 7, in the event that a participant’s employment with the Company and its Subsidiaries is terminatedduring a Performance Period, such Participant shall not be entitled to any portion of such Participant’s Award with respect to such Performance Period.Notwithstanding the foregoing, in the event that a Participant’s employment with the Company and its Subsidiaries is terminated during a PerformancePeriod by reason of the Participant’s death or disability, or because the Participant has retired, the Board shall have discretion to determine whetherParticipant or his or her beneficiary, as applicable, is entitled to receive the Award, or a portion thereof.2Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.7.General Provisions.(a)Compliance With Legal Requirements. The Plan and the granting and payment of Awards, and the other obligations of theCompany under the Plan and any Award, shall be subject to all applicable laws, rules and regulations and to required approvals by any regulatory orgovernmental agency of France, the United States or any other applicable jurisdiction.(b)Clawback Policy. Any Award made pursuant to this Plan shall be subject to any applicable clawback policy of the Company, asadopted from the Company from time to time.(c)Nontransferability. Awards shall not be transferable by a Participant except by will or the laws of descent and distribution.(d)Participant Rights. No employee of the Company or any Subsidiary or any other person shall have any claim to be granted anyAward under the Plan. There is no obligation for uniformity of treatment among Participants. Nothing in the Plan or in any Award granted pursuant heretoshall confer upon any Participant the right to continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in thePlan or under such Award or to interfere with or limit in any way the right of the Company to terminate such Participant’s employment. The granting of oneAward to an eligible employee shall not entitle such individual to any additional grants of Awards thereafter.(e)Beneficiary. Subject to applicable law, a Participant may file with the Board a written designation of a beneficiary on such formas may be prescribed by the Board and may, from time to time, amend or revoke such designation. Subject to applicable law, if no designated beneficiarysurvives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the grantee’s beneficiary.(f)Withholding Taxes. The Company or the relevant Subsidiary shall have the right to withhold the amount of any taxes that theCompany or such Subsidiary may be required to withhold before delivery of payment of an Award to the Participant or other person entitled to such payment,or to make such other arrangements for the withholding of taxes that the Company deems satisfactory.(g)Tax Consequences. The Company makes no representation to the Participant as to the tax status of the Plan. Each Participant isstrongly advised to seek appropriate professional advice as to how the tax or other laws apply to his or her specific situation.(h)Section 409A. The intent of the parties is that payments and benefits under the Plan comply with Section 409A of the Code tothe extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliancetherewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties underSection 409A of the Code, a Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and nopayment shall be due to the Participant under the Plan or any Award Agreement until the Participant would be considered to have incurred a “separation fromservice” from the Company within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short-term deferralperiod” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstandinganything to the contrary in the Plan, to the extent that any Awards are payable upon a separation from service and such payment would result in theimposition of any individual excise tax and late interest charges imposed under Section 409A of the Code, the settlement and payment of such awards shallinstead be made on the first business day after the date that is six months following such separation from service (or death, if earlier).(i)Amendment and Termination of the Plan. The Board may at any time and from time to time alter, amend, suspend or terminatethe Plan in whole or in part. Notwithstanding the foregoing, no amendment or termination of the Plan shall affect adversely any of the rights of anyParticipant, without such Participant’s consent, under any Award theretofore granted under the Plan.(j)Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect toany payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights thatare greater than those of a general creditor of the Company.3Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.1Subsidiaries of Criteo S.A.Name of SubsidiaryJurisdiction of IncorporationCriteo Australia Pty Ltd AustraliaCriteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. BrazilCriteo Canada Corp.CanadaCriteo Advertising (Beijing) Co., Ltd. ChinaCriteo France S.A.S. FranceCriteo GmbH GermanyCriteo S.R.L. ItalyCriteo K.K. JapanCriteo B.V. NetherlandsCriteo LLC RussiaCriteo Singapore PTE. LTD. SingaporeCriteo Europa MM, S.L. Spain (Barcelona)Criteo España, S.L. Spain (Madrid)Criteo Reklamcilik Hzimetleri ve Ticaret A.S.TurkeyCriteo MEA FZ - LLCUnited Arab Emirates (Dubai)Criteo Ltd United KingdomCriteo Corp.United States (Delaware)Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.1Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements Nos. 333-192024, 333-197373 and 333-207658 on Form S-8 of our reports datedFebruary 26, 2016, relating to the consolidated financial statements of Criteo S.A. and subsidiaries (the “Company”) and the effectiveness of the Company’sinternal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2015./s/ Deloitte & AssociésNeuilly-sur-Seine, FranceFebruary 26, 2016Represented by Anthony MaarekSource: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31.1Certification by the Chief Executive Officer pursuant toSecurities Exchange Act Rules 13a-14(a) and 15d-14(a)as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Eric Eichmann, certify that:1. I have reviewed this annual report on Form 10-K of Criteo S.A.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting.Date: February 29, 2016By:/s/ Eric EichmannName:Eric EichmannTitle:Chief Executive Officer(Principal Executive Officer)Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31.2Certification by the Chief Financial Officer pursuant toSecurities Exchange Act Rules 13a-14(a) and 15d-14(a)as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Benoit Fouilland, certify that:1. I have reviewed this annual report on Form 10-K of Criteo S.A.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting.Date: February 29, 2016By:/s/ Benoit FouillandName:Benoit FouillandTitle:Chief Financial Officer(Principal Financial and Accounting Officer)Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32.1Certification by the Chief Executive Officer and Chief Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 ofChapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Eric Eichmann, Chief Executive Officer of Criteo S.A. (the “Company”), and BenoitFouilland, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:1.The Company’s Annual Report on Form 10-K for the period ended December 31, 2015, to which this Certification is attached as Exhibit 32.1 (the“Annual Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.Date: February 29, 2016By:/s/ Eric EichmannBy:/s/ Benoit FouillandName:Eric EichmannName:Benoit FouillandTitle:Chief Executive OfficerTitle:Chief Financial OfficerThis certification accompanies the Annual Report, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated byreference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of theAnnual Report), irrespective of any general incorporation language contained in such filing.Source: Criteo S.A., 10-K, February 29, 2016Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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