1 •

Criteo 101

Investor Presentation October 2018

2 •

This presentation contains “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumedfuture results of operations, business strategies, financing plans, projections, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition.

Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation, and nothing in this presentation should be regarded as a representation by any person that these beliefs or assumptions will take place or occur. You should read the Company’s most recent Annual Report on Form 10-K filed on March 1, 2018, including the Risk Factors set forth therein and the exhibits thereto, and the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2018, completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

This presentation includes certain non-GAAP financial measures as defined by SEC rules. As required by Regulation G, we have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is available in the Appendix slides.

Safe harbor statement

3 •

Stock information and key financials

Ticker: CRTO

Stock Exchange: NASDAQ Global Market

CUSIP: 226718104

Shares outstanding1: 67.2M

Stock Ownership2:

1 As of September 30, 20182 On a fully-diluted basis, as of September 30, 2018, based on 75.6 M fully diluted shares. 3 At constant currency

• 2017 Financials

• Revenue: $2,297M, +27% at cc3

• Revenue ex-TAC: $941M, +29% at cc

• Adjusted EBITDA: $310M, +35% at cc

• Adj. EBITDA margin: 33% of Revenue ex-TAC

Free float, 84.7%

Founders, NEOs,

Management & Employees,

14.6%

Idinvest & Yahoo! Japan, 0.7%

4 •

We are building the advertising platform for the open Internet.

4 •

5 •

A global company with scale

User identifiers in the Criteo

Shopper Graph

Clients

Countries

Sales transactions analyzed in LTM

Ads served in 2017

Criteos in R&D, tech & business intelligence

Employees

Offices worldwide

6 •

Management team

Jean-Baptiste

Rudelle

Executive

Chairman and

Co-Founder, 48

K-Mobile,

Lucent, Roland

Berger

Dan Teodosiu

Chief

Technology

Officer, 51

Google,

Microsoft,

Hewlett-

Packard

Mollie Spilman

Chief Operating

Officer, 50

Millenial Media,

Yahoo!,

Advertising.com

Time Warner

Benoit

Fouilland

Chief Financial

Officer, 53

SAP,

Business Objects

Ryan Damon

EVP, General

Counsel, 45

Riverbed

Technology,

Charles

Schwab,

Gunderson

Dettmer

Jonathan

Opdyke

Chief Strategy

Officer, 41

HookLogic,

Xerox, Beyond

Interactive

7 •

Enabler & pioneer

We brought

performance-based

personalized

marketing

to display in 2008

We have since pioneered the industry in many ways…2008First CPC model in display

Real-time

Creative

OptimizationAOV Optimizer

Privacy by Design

Facebook

Exchange

Universal

Match

Apple-compliant

solutionTravel Segments in Engine

Conversion Rate

Optimizer

4.5B products imported

from merchants everyday

TO

P!

Daily RTB: 55bn bid

requests,1.2bn wins

Product Category level

CPC bidding

600 T

B of Data analyzed

everyday

Largest Hadoop

cluster in Europe

Dynamic product banners

Engine Optimized Segments

Pa

ss

ba

ck

Sizeless

creatives

On

eta

gApp Deep linking

Unique User

Value Prediction

Mobile Ad Formats

App advertising

Native Ads

Adaptive

Revenue

Optimizer

Kin

eti

c

Desig

n

Facebook

Dynamic

Ads

Dir

ec

t

Bid

de

r

Identity Graph

Interest Map

8 •

The advertising platform for the open Internet

Criteo collects

data

PricingAvailabilityConversio

nsFormatsCategoryContext

ViewedBasketProductBough

tBrandBidsWinRateClicksIm

pressionsHashedUserIdentif

ierCRMBrowsingSKU

Criteo Engine

600TB Data/day

8 data centers

Criteo Engine

bids

600K+ RTB

bids/sec

Banner is

created by AI

Product Recommendation

Look & Feel

Based on Prediction & Scoring

User Specific

Banner is shown

40K+ ads/sec

User reacts

9 •

Criteo offices

Campaigns in countries

offices in countries

nationalities

Boston2012

Barcelona2014

Tokyo 2011

Singapore 2013

São Paulo 2011

Shanghai 2016

Palo Alto2009

New York 2011

Chicago2012

London2008

Madrid 2014

Paris2005

Stockholm 2010

Milan 2012

Munich 2010

Amsterdam2011

Beijing 2013

Seoul 2010

Sydney 2011

Dubai2015

Moscow 2014

San Francisco2014

Osaka 2014

Los Angeles2015

Miami2015

Istanbul2015

Toronto2015

New Delhi2016

Grenoble2014

Ann Arbor2016

Market & Trends

11 •

Web and mobile have changed shopping behavior

of shoppers

showroom

and webroom

shoppers visit 2+

retailer sites when

shopping online

of commerce

transactions

involve mobile

12 •

Digital advertising’s share of global ad budgets continues to grow

Source: Zenith Advertising Expenditures Forecast

40%

50%

2018 2020

13 •

Digital ad spend has long overtaken TV ad spend

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022

$0B

$300B

TV

Digital

Source: MAGNA | Data for 2017 and beyond are forecasts – Created with Datawrapper

14 •

Northern Europe and Japan are mobile leaders.

Mobile marches on

Source: Criteo, Q2 2018. Base: sales weighted aggregate, Apps excluded (see Methodology).

New Zealand 44%

Austria 44%

Switzerland 43%

Brazil 43%

Taiwan 42%

Italy 41%

United States 39%

France 39%

Belgium 38%

Canada 33%

Poland 33%

Russia 30%

Sweden 60%

Norway 57%

United Kingdom 55%

Japan 55%

Denmark 51%

Germany 50%

Finland 49%

Netherlands 49%

Spain 48%

South Korea 47%

Turkey 46%

Australia 46%

15 •

The open Internet is highly under-monetized,creating a huge opportunity for Criteo

50%50%

Time spent

70%

30%

Ad spend captured

Facebook/Google

Open Internet

Based on Nielsen US DCR trends, eMarketer, ExchangeWire

Vision

17 •

What haschanged over the past 3 years?

Facebook, Amazon and Google have significantly increased their footprint in the Internet ecosystem and advertising value chain

Apps are the new frontier for commerce

18 •

Amazon has caused significant disruption across the retail landscape

Our data assets and products enable retailers to fight back collectively

What haschanged over the past 3 years?

19 •

To navigate the fast-changing environment

Advertisers need a strategic partner

Advertisers need:

Large scale data and powerful technology to activate it

A reliable partner with no competing agenda

20 •

Our vision is to be the advertising platform for the open Internet.

The open Internet

• Allows all players –big and small– to interact directly with audiences and consumers

• Provides access to data and transparent measurement

• Ensures neutrality with no conflicting agendas

Criteo Shopper Graph

22 •

Three trusted data collectives

form the Criteo Shopper Graph

Carefully designed using our guiding principles

Open

Two-way exchange of data

Secure

Highest data security and privacy

Transparent

Clear and permission-based usage

Fair

Value gained exceeds contribution

A unified understanding of a shopper’s online journey and real-time intent data

Criteo Shopper Graph: the world’s largest shopper data set

23 •

Identity Graph: matching of identifiers cross device, same device, and online/offline

Criteo’s advantages

• ~80% of clients participate

• 4B user identifiers

• Global coverage

• +10% average uplift

Open, transparent, secure, fair

• Encrypted and double-hashed personal

identifiable information (PII)

• Access at no additional cost

Participation

• Opt-in by sending hashed identifiers

via OneTag or App Events SDK

24 •

Interest Map: anonymized shopper interest across products

Criteo’s advantages

• Access to 4.5B+ products

• Large consumer reach worldwide

• Understand performance of

product attributes

• 120+ shopping intent signals evaluated

per shopper

• 21B product interactions per month

• 600TB daily shopper data

Open, transparent, secure, fair

• Data isolated unless opt-in

• All data anonymized

• No free riders

• Contribution capped at 15% of pool

• Access at no additional cost

Participation

• Opt-in to share anonymized data

• Opt-out to use client data only

25 •

Measurement Network: conversion and sales across retailers

Criteo’s advantages

• SKU-level sales attribution for

brands across retailers

• Deterministic measurement

• Nearly 100 participating retailers

• $760B+ annual ecommerce sales

• $33B annual post-click sales

Open, transparent, secure, fair

• All retailer data anonymized

Participation

• When clients work with us, data within

and across retailers is aggregated

Criteo Engine

27 •

Criteo Engine

Predictive BiddingProduct

RecommendationsKinetic Design

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

Proven machine-learning technology

> 30,000 tests/year

run on new performance algorithms and variables

28 •

Our Engine solves highly complex problems in real time

Creates

Product

Recommendation

Personalized creative

Unique user value

predictionClient 2

Client 3

Client 4

Client 5

For each user

Internal advertiser

auction

Publisher/platform bid

Custom ad serving

Less than 100ms to perform the entire process

>40,000 ads served/sec600,000+ RTB bids/sec

Client 1

Creates

Product

Recommendation

Personalized creative

Unique user value

predictionCreates

Product

Recommendation

Personalized creative

Unique user value

predictionCreates

Product

Recommendation

Personalized creative

Unique user value

prediction

29 •

Product Recommendation accurately recommends the best offer

✓ Campaign goal

✓ Visitor’s site navigation

✓ Recency and frequency of activity

✓ Product type, price, and category

✓ Most viewed products on Uniqlo’s site

✓ And much more...

The Criteo Engine recommends

products based on:

Products

we show John

John browses

“Bomber Jacket”

on Uniqlo’s site

30 •

Predictive Bidding determines the right ad opportunities

7:45 AM 8:00 AM 9:00 AM 12:30 PM 6:00 PM 9:00 PM 11:30 PM

The right bid for the right placement at the right time

User context Publisher interactionProduct behavior

31 •

Kinetic Design delivers perfectly branded ads, optimized for every user

32 •

A privacy by design approach since day 1: data minimization

approach

CPM/CPC model: an incentive to present

relevant ads

Trust requires transparency and control (Adchoiceicon, cross device

optout)

A European player with clear track

record in privacy

Criteo Engine: where Artificial Intelligence meets privacy

Advertising Solutions

34 •

Standard full funnel framework

Awareness Consideration Conversion

ADVERTISING OBJECTIVES

• Reach

• Views

• Traffic

• App installs

• App engagement

• Web sales

• App sales

• In-Store sales

MONETIZATION OBJECTIVES

Monetization

• Revenue per impression • Revenue per click

35 •

An example of Criteo as a strategic partner for retailers

*In beta or test

Conversion

Encourage people to purchase

Web retargeting

App retargeting

Sales

Objective

Capability

Measure

Awareness

Generate interest in offerings

Video ads*

Views

Consideration

Drive visits to learn more about products

Web prospecting*

Visits

Monetize

Win larger share of brand budgets

Storetail

Revenueper impression

Sponsored Products

Revenueper click

Criteo Marketing Solutions Criteo Retail Media

Client Management Center

37 •

Client Management Center

• Real-time monitoring and

optimization of marketing efforts

• Insights on performance and

budget

• Granular reporting and attribution

across all products in the client’s

product catalog

Business model

39 •

CPC-based revenue model

Revenue = Clicks x CPC

Traffic Acquisition Cost (TAC) = CPM x impressions

Revenue ex TAC = Revenues – TAC

Revenue ex-TAC margin: Approx. 40%

40 •

Predicting the right bid for the highest value client

Client 4

We take CPC bids

from clients

Clients

$0.30 x 0.95% = $2.85

We convert those bids into

pCPM (predicted CPM)

CPC x CTR = pCPM

(predicted CPM)Publishers

$0.50 x 0.75% = $3.75

$0.40 x 0.61% = $2.44

$0.80 x 0.45% = $3.60

$2.00

Clearing Price

(CPM)

Highest bidder

Bid = CPC pCTR pCR pAOV

Client 1

Client 2

Client 3

We buy

inventory from

publishers in

real time

CPM = Cost per Thousand impressions, CTR = Click-through rate, CR = Conversion rate, AOV = Average Order Value

41 •

Revenue = Clicks x CPC

Traffic Acquisition Cost (TAC) = Revenue share with Retailer

Revenue ex TAC = Revenue – TAC

Revenue ex-TAC margin = 26%-28%

Sponsored Products revenue model

*In beta or test

42 •

Revenue = cost/impressions x 1,000

Traffic Acquisition Cost (TAC) = Revenue share with Retailer

Revenue ex TAC = Revenue – TAC

Storetail revenue model

*In beta or test

43 •

Our business model has unique attributes

Differentiated in Marketing

Attractive Direct

Sticky Elastic Demand

1 On average over the last four quarters through Q3 20182 Last twelve months to Q3 2018; excluding Criteo Sponsored Products3 Quarterly retention rate, excluding Criteo Sponsored Products – close to 90% for 34 consecutive quarters4 On average over the last four quarters through Q3 2018; excluding Criteo Sponsored Products. Represents uncapped budgets of our clients, which are either contractually uncapped or so large that the budget constraint does not restrict ad buys

75%Direct relationships

with clients2

480Net client additions

per quarter1

90%Client retention rate3

76%Of Revenue ex-TAC from

uncapped budgets4

Clients & Go-to-market approach

45 •

Direct relationships with many premium commerce & brand clients

* 19,213 clients at the end of Q3 2018

Commerce: Retail, Travel and Classifieds Brands

46 •

Transforming our go-to-market to best serve our clients across all solutions

Go-to-market & client service

A

$200K+

B

$50K+

D

$10K+

E

$5K+

F

<$5K

C

$20K+

Large

Clients

Upper Mid-

Market

Lower Mid-

Market

Monthly

ad spend

Highly customized service and proactive insights/proposals

Efficient, high quality, scalable and automated serviceto the highest number of clients

New tiering

Objectives

• Adapt sales organization to a multi-solution offering

• Provide the right level of service to each client segment

• Scale operations and enhance profitability

Consultative sales Telesales Self-service platform

1

2

3

47 •

Enabling our clients to “tune the Engine” themselves opens new opportunities

Self-service opens new markets

• Thousands of ad agencies worldwide who want to add value

for their clients

Self-serving

• Sophisticated marketers who want to adjust their

campaign settings in real time and by themselves

• Mid-market clients who can on-board faster

and more easily

48 •

A large opportunity to win new clients

25%Midmarket

penetration50%Large Clients

penetration

~60,000 addressable clients worldwide

in Retail, Travel and Classifieds

(excluding brands)

Publisher inventory

50 •

Direct partnerships with large, high quality publishers

Preferred Access To Premium Media Inventory

Preferred Access To Retailer Inventory

All Major Public Exchanges, Global And Local

Indir

ect

inte

gra

tion

/ R

TB

Direct in

teg

ration

51 •

The publisher environment is constantly evolving

Transition to Mobile Social Native

Multiple Devices Header BiddingAd Blocking

Changing consumer behavior Evolving technology

Programmatic

Our drives more value for publishers

In App

52 •

We have always delivered user-friendly ads

Ad blocking offers an opportunity for players with:

• The right business model

• The right technology stack

• The right expertise in user privacy

• Premium demand

Our Position

• Promote acceptable ad programs

• Invest in native

• Support an open tracking standard

• Define standards for retargeting

53 •

Header bidding has changed the advertising environment

More bidders canmean higher yields

Less dependent on a single monetization platform

Allows programmatic buyers to bid for premium inventory

Impact on Publishers Impact on Programmatic Buyers

More inventory available for auction

More complex bidding environment can lead to higher costs andless efficiency

54 •

Header bidding has created opportunities for smart players

Short-term, temporary changes in the publisher market place

More sophisticated buyers like Criteo have a technology premium

Time

BEFORE HB GROWTH OF HB BUYERS ADJUST TO HB

Unsophisticated buyers

Sophisticated buyers

Technology

premium

Inve

nto

ry c

os

t

55 •

• Criteo Direct Bidder (CDB) allows Criteo to bid on publisher inventory directly through the ad

server without the need to funnel demand through Supply Side Platforms (SSPs) or exchanges.

• Benefits for the publisher:

• all of the Criteo bid goes to the publisher; none is taken by the SSP for fees

(typically 10%-20%)

• user matching between the Publisher and Criteo is much more timely and complete than

matching reliant on a third party

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

through RTB

• Launched in Q2 2017, already connected to 2,600 publishers at the end of Q3 2018

Criteo Direct Bidder: Direct access to Criteo’s unique demand

Competitive positioning

57 •

To navigate the fast-changing environment

Advertisers need a strategic partner

Advertisers need:

Large scale data and powerful technology to activate it

A reliable partner with no competing agenda

58 •

We create value for all stakeholders

• Performance

• Transparency

• Self-service

• Product discovery

• Consent management

• Performance

• Direct access

PublishersAdvertisers

Consumers

59 •

We are a strategic partner to advertisers worldwide

PRODUCT SOLUTIONS

Awareness

Conversion

Consideration

Monetization solutions(Sponsored Products,

Reseller Program…)

TECHNOLOGY PLATFORM

Criteo Engine

Shopper Graph

Consent Management

Creative Services

Universal Catalog

GO-TO-MARKET

& CLIENT SERVICE

Self-service platform

Consultative sales

Telesales

Criteo Marketing Solutions

Criteo Retail Media

60 •

We are well positionedto win

Advertisers need a global strategic partner

• ~700 R&D & Product engineers

• 13 years of Machine Learning

• 30,000+ tests/year on new variables

• Global across 95 markets

• $760B+ annual ecommerce sales

• 4B user identifiers in Identity Graph

• Transparent rules on data sharing

• ~80% of clients participate in ID Graph

• No competing business agenda

We bring the right assets and competencies

61 •

Advertising technology positioning

CLOSED

OPEN

WORKFLOW AUTOMATION PREDICTIVE PERFORMANCE

Note: based solely on Criteo’s qualitative assessment

62 •

DSP

Retargeting

Mobile Advertising

Sponsored Products

Social Advertising

Ad Servers

Email Marketing

Marketing Automation

Social Media Marketing

Web Content Management

Data Management

Platform

Analytics

App Measurement

Data Providers

Tag Management

Feed Management

Digital Commerce

Platform

Adtech: Paid MediaCriteo wins 90% of head-to-head tests

Martech: Owned and Earned MediaCriteo complements these vendors

Data and Operations Infrastructure Criteo integrates with these technologies

Criteo in the Adtech/Martech Landscape

Growth strategy

64 •

• Evolve go-to-market strategy for large and

midmarket clients

• Further scale and automate midmarket

operations worldwide

• Add new brand clients globally

Grow the customer base Increase our value for clients and partners

• Enhance AI/Deep Learning technology

• Grow and leverage Criteo Shopper Graph

• Enhance self-service capabilities

• Expand Marketing Solutions & Monetization Solutions

• Broaden quality supply of inventory

Our growth strategy is based on two strong pillars

65 •

Transforming our go-to-market to best serve our clients across all solutions

Go-to-market & client service

A

$200K+

B

$50K+

D

$10K+

E

$5K+

F

<$5K

C

$20K+

Large

Clients

Upper Mid-

Market

Lower Mid-

Market

Monthly

ad spend

Highly customized service and proactive insights/proposals

Efficient, high quality, scalable and automated serviceto the highest number of clients

New tiering

Objectives

• Adapt sales organization to a multi-solution offering

• Provide the right level of service to each client segment

• Scale operations and enhance profitability

Consultative sales Telesales Self-service platform

1

2

3

66 •

We invest in growing areas in digital advertising – and beyond

• Leverage strong growth of apps

• Omnichannel advertising

• App

• Store-to-web retargeting*

Shopping

environments

• Awareness*, Consideration

• Data and audience

monetization for retailers*

• Complete expansion of solution portfolio

• Build flexible monetization platform

Advertising/

Monetization

objectives

• Video• Incremental inventoryMedia

* Prospective

67 •

Standard full funnel framework

Awareness Consideration Conversion

ADVERTISING OBJECTIVES

• Reach

• Views

• Traffic

• App installs

• App engagement

• Web sales

• App sales

• In-Store sales

MONETIZATION OBJECTIVES

Monetization

• Revenue per impression • Revenue per click

68 •

Our key priorities for 2018/2019

Offering our

technology

platform in a more

flexible and

modular way

Realigning and

training of our

sales team

Track-record of execution & Financials

70 •

1 We define Revenue ex-TAC 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. Please see the Appendices for a reconciliation of Revenue ex-TAC to Revenue, the most directly comparable GAAP measure. 2 We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please see the Appendices for a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.

Solid financial track record since IPO

Revenue ex-TAC1 ($ millions) Adjusted EBITDA2 ($ million)

147

238

403

534

730

941 971

FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 LTM Q32018

2242

105

143

225

310336

FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 LTM Q32018

41%CAGR

High

growth

Expanding

profitability

71 •

9.310.2

11.011.9

12.914.5

15.416.4

17.318.1 18.5 19.0 19.2

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018

We add many clients while maintaining high retention

Client Retention Rate1 Number of clients (in thousands)2

1 The retention rate represents the percentage of live clients during the previous quarter that continued to be live clients during the current quarter. All products excluding Criteo Sponsored Products.2 Including all products

72 •

Solid financial model: doubled Adj. EBITDA margin since IPO

As % of Revenue

ex-TACFY 2013 FY 2014 FY 2015 FY 2016 FY 2017

LTM Q3

2017

LTM Q3

2018

Revenue ex-TAC 100% 100% 100% 100% 100% 100% 100%

Other cost of

revenue*7.9% 6.6% 6.1% 6.4% 6.9% 7.1% 6.4%

Gross margin 92.1% 93.4% 93.9% 93.6% 93.1% 92.9% 93.6%

R&D* 14.9% 12.5% 13.4% 14.2% 14.7% 15.0% 15.0%

S&O* 43.6% 39.9% 39.8% 35.3% 34.8% 35.8% 33.4%

G&A* 16.0% 14.8% 13.8% 13.2% 10.7% 11.5% 10.6%

Adjusted EBITDA 17.5% 26.2% 26.9% 30.8% 32.9% 30.7% 34.6%

Revenue ex-TAC

margin**40.3% 40.8% 40.4% 40.6% 41.0% 40.6% 42.1%

* Cost of revenue and operating expenses are expressed on a Non-GAAP basis, which excludes the impact of equity awards compensation expense, pension service costs, depreciation and amortization, acquisition-related costs, restructuring and deferred price consideration. ** As a % of revenue

73 •

We expect -1% to +1% Revenue ex-TAC growth at constant currency

2018 is a transition year for Criteo

ITP significantly impacts our business in 2018

• Reducing our year-over-year growth

In the short term, the company-wide transformation slows down our growth and drives up employee attrition

We are evolving to a multi-solutions platform …

• Internal reorganization

• Offer technology platform in modular ways

…and adapting our go-to-market strategy accordingly

• More granular client segmentation

• Re-allocate resources

• New hiring plan

• We expect the transformation to take 6 to 12 months

• We aspire to return to double-digit growth in H2 2019

74 •

+2%*664

694

9M 2017 9M 2018

* At constant currency

Profitable growth and strong cash flow

REVENUE EX-TAC ($M) ADJUSTED EBITDA ($M) FREE CASH FLOW ($M)

+7%* +14%

190

216

9M 2017 9M 2018

83

95

9M 2017 9M 2018

75 •

Technology innovation

Broader Supply

Upselling incremental solutions and

products

Operating excellence and

productivity

Strong drivers for further operating leverage

spending budgetsat limited incremental costs

Powered by a combination of

76 •

Robust operating cash flow enables smart investment

INVESTDEVELOP & GROW

CASHSCALE

PROFITS

SMART

INVESTING

77 •

Our financial structure offers significant flexibility

* Based on a $1.8bn market capitalization, pursuant to the 2018 AGM authorization to issue up to 6.6m shares** For M&A and to satisfy employee equity plan vesting

Strong balance

sheet

1,531 1,516

Dec. 2017 Sep. 2018

Total assets (in $M) Financial liabilities (in $M)

Very low

debt

4 5

Dec. 2017 Sep. 2018

Cash & cash equivalents (in $M)

Significant

cash pile

414459

Dec. 2017 Sep. 2018

>30% of assets

$459Mcash

As of September 30, 2018

€350Mcommitted financing

$180M equity raise capacity*

Share buy-back authorization**

78 •

Flexible capital allocation prioritizing growth

•

•

–

–

–

•

•

•

Organic growth

M&A

* Average for fiscal years 2012, 2013, 2014, 2015, 2016 and 2017

•

•Share repurchase

program

79 •

Large market

opportunity

Clear vision Competitive moats Proven

track-record

Attractive

financial profile

Compelling investment thesis

Digital advertising

is large and

growing fast

Become the

advertising platform

for the open Internet

Technology

Scale

Neutrality

Client growth

90% client retention

for full-funnel

products

Plan to return to

Growth

Increasing

profitability

Strong cash flow

80 •

We are building

the advertising platform for the open Internet.

VP, Head of Investor Relations32, rue Blanche

75009 Paris+33 1 7621 2166

e.lassalle@criteo.com

Director, Investor Relations387 Park Ave South, 12th Floor

New York, NY 10016+1 917 837 8617

f.edelmann@criteo.com

Friederike EdelmannEdouard Lassalle

Investor Relations Contacts: IR@Criteo.com

Appendix

83 •

($ in thousands) Q1’16 Q2’16 Q3’16 Q4’16 Q1’17 Q2’17 Q3'17 Q4’17 Q1’18 Q2’18 Q3’18

Revenue 401,253 407,201 423,867 566,825 516,667 542,022 563,973 674,031 564,164 537,185 528,869

Less: Traffic acquisition

costs238,755 240,969 247,310 341,877 306,693 322,200 329,576 397,087 323,746 306,963 305,387

Revenue ex-TAC 162,498 166,232 176,557 224,948 209,974 219,822 234,397 276,944 240,418 230,222 223,482

Revenue ex-TAC reconciliation

($ in thousands) 2016 2017

Revenue 1,799,146 2,296,692

Less: Traffic acquisition costs 1,068,911 1,355,556

Revenue ex-TAC 730,235 941,136

84 •

Adjusted EBITDA reconciliation

($ in thousands) Q1’16 Q2’16 Q3’16 Q4’16 Q1’17 Q2’17 Q3'17 Q4'17 Q1’18 Q2’18 Q3’18 2016 2017

Net income 18,527 13,339 14,724 40,740 14,518 7,505 22,269 52,368 21,090 14,707 17,948 87,329 96,659

Adjustments:

Financial (income) expense, net 1,317 94 570 (1,435) 2,333 2,094 2,886 2,221 1,325 1,006 1,007 546 9,534

Provision for income taxes 7,944 4,450 7,574 13,161 4,201 3,665 7,858 15,927 12,386 8,638 6,821 33,129 31,651

Equity awards

compensation expense8,370 7,695 13,965 13,229 14,940 14,918 22,028 20,464 19,303 20,245 17,261 43,259 72,351

Pension service costs 129 131 132 133 290 299 320 321 434 419 419 524 1,231

Depreciation and amortization

expense12,516 13,300 14,771 16,190 20,167 22,306 23,755 24,570 23,646 23,560 25,619 56,779 90,796

Acquisition-related costs - 148 1,793 980 6 - - - - - 516 2,921 6

Acquisition-related deferred

price consideration40 44 3 (3) - - - - - - - 85 -

Restructuring - - - - - 3,299 - 4,057 (252) 199 - - 7,356

Total net adjustments 30,316 25,862 38,808 42,255 41,936 46,581 56,847 67,560 56,842 54,067 51,643 137,243 212,925

Adjusted EBITDA 48,843 39,201 53,532 82,995 56,454 54,086 79,116 119,928 77,932 68,774 69,591 224,572 309,584

85 •

Free cash flow reconciliation

($ in thousands) Q3 2017 Q3 2018

CASH FROM OPERATING ACTIVITIES 61,727 50,256

Acquisition of intangible assets, property, plant and equipment (20,999) (60,627)

Change in accounts payable related to intangible assets, property, plant and equipment (6,774) 30,971

FREE CASH FLOW 33,954 20,600