Criteo 101 Investor Presentation October 2018 1 Safe harbor - - PowerPoint PPT Presentation

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Criteo 101

Investor Presentation October 2018

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

• n 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

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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, 2018 2 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%

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We are building the advertising platform for the open Internet.

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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

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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

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Enabler & pioneer

We brought performance-based personalized marketing to display in 2008

We have since pioneered the industry in many ways… 2008

First CPC model in display

Real-time Creative Optimization

AOV Optimizer

Privacy by Design

Facebook Exchange

Universal Match

Apple-compliant solution

Travel Segments in Engine Conversion Rate Optimizer

4.5B products imported from merchants everyday

TOP!

Daily RTB: 55bn bid requests,1.2bn wins Product Category level CPC bidding

600 TB

• f Data analyzed

everyday

Largest Hadoop cluster in Europe Dynamic product banners Engine Optimized Segments

Passback

Sizeless creatives

Onetag App Deep linking Unique User Value Prediction

Mobile Ad Formats

App advertising Native Ads

Adaptive Revenue Optimizer

Kinetic Design

Facebook Dynamic Ads

Direct Bidder

Identity Graph

Interest Map

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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

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Criteo offices

Campaigns in countries

• ffices in

countries nationalities

Boston

2012

Barcelona

2014

Tokyo

2011

Singapore

2013

São Paulo

2011

Shanghai

2016

Palo Alto

2009

New York

2011

Chicago

2012

London

2008

Madrid

2014

Paris

2005

Stockholm

2010

Milan

2012

Munich

2010

Amsterdam

2011

Beijing

2013

Seoul

2010

Sydney

2011

Dubai

2015

Moscow

2014

San Francisco

2014

Osaka

2014

Los Angeles

2015

Miami

2015

Istanbul

2015

Toronto

2015

New Delhi

2016

Grenoble

2014

Ann Arbor

2016

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Market & Trends

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Web and mobile have changed shopping behavior

• f shoppers

showroom and webroom shoppers visit 2+ retailer sites when shopping online

• f commerce

transactions involve mobile

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

Source: Zenith Advertising Expenditures Forecast

40% 50%

2018 2020

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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

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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%

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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

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Vision

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What has changed 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

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Amazon has caused significant disruption across the retail landscape Our data assets and products enable retailers to fight back collectively

What has changed over the past 3 years?

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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

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Our vision is to be the advertising platform for the

• pen 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

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Criteo Shopper Graph

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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

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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

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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

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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

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Criteo Engine

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Criteo Engine

Predictive Bidding Product Recommendations Kinetic 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

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Our Engine solves highly complex problems in real time

Creates Product Recommendation Personalize d creative Unique user value prediction

Client 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/sec 600,000+ RTB bids/sec

Client 1

Creates Product Recommendation Personalize d creative Unique user value prediction Creates Product Recommendation Personalize d creative Unique user value prediction Creates Product Recommendation Personalize d creative Unique user value prediction

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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”

• n Uniqlo’s site

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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 interaction Product behavior

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Kinetic Design delivers perfectly branded ads,

• ptimized for every user

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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 (Adchoice icon, cross device

• ptout)

A European player with clear track record in privacy

Criteo Engine: where Artificial Intelligence meets privacy

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Advertising Solutions

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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

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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 Revenue per impression Sponsored Products Revenue per click Criteo Marketing Solutions Criteo Retail Media

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Client Management Center

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Client Management Center

• Real-time monitoring and
• ptimization of marketing efforts
• Insights on performance and

budget

• Granular reporting and attribution

across all products in the client’s product catalog

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Business model

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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%

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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

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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

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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

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Our business model has unique attributes

Differentiated in Marketing

Attractive Direct Sticky Elastic Demand

1 On average over the last four quarters through Q3 2018 2 Last twelve months to Q3 2018; excluding Criteo Sponsored Products 3 Quarterly retention rate, excluding Criteo Sponsored Products – close to 90% for 34 consecutive quarters 4 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

480

Net client additions per quarter1

90%

Client retention rate3

76%

Of Revenue ex-TAC from uncapped budgets4

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Clients & Go-to-market approach

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Direct relationships with many premium commerce & brand clients

* 19,213 clients at the end of Q3 2018

Commerce: Retail, Travel and Classifieds Brands

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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 service to 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

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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

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A large opportunity to win new clients

25%

Midmarket penetration

50%

Large Clients penetration

~60,000 addressable clients worldwide

in Retail, Travel and Classifieds (excluding brands)

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Publisher inventory

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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

Indirect integration / RTB Direct integration

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The publisher environment is constantly evolving

Transition to Mobile Social Native Multiple Devices Header Bidding Ad Blocking

Changing consumer behavior Evolving technology

Programmatic

Our drives more value for publishers

In App

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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

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Header bidding has changed the advertising environment

More bidders can mean 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 and less efficiency

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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

Inventory cost

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• 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

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Competitive positioning

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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

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We create value for all stakeholders

• Performance
• Transparency
• Self-service
• Product discovery
• Consent management
• Performance
• Direct access

Publishers Advertisers Consumers

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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

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We are well positioned to 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

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Advertising technology positioning

CLOSED OPEN WORKFLOW AUTOMATION PREDICTIVE PERFORMANCE

Note: based solely on Criteo’s qualitative assessment

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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 Media

Criteo wins 90% of head-to-head tests

Martech: Owned and Earned Media

Criteo complements these vendors

Data and Operations Infrastructure

Criteo integrates with these technologies

Criteo in the Adtech/Martech Landscape

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Growth strategy

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64 •

• Evolve go-to-market strategy for large and

midmarket clients

• Further scale and automate midmarket
• perations 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

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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 service to 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

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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

• bjectives
• Video
• Incremental inventory

Media

* Prospective

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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

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Our key priorities for 2018/2019

Offering our technology platform in a more flexible and modular way Realigning and training of our sales team

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Track-record of execution & Financials

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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 Q3 2018

22 42 105 143 225 310 336

FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 LTM Q3 2018

41%

CAGR

High growth Expanding profitability

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71 •

9.3 10.2 11.0 11.9 12.9 14.5 15.4 16.4 17.3 18.1 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

SLIDE 72

72 •

Solid financial model: doubled Adj. EBITDA margin since IPO

As % of Revenue ex-TAC FY 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

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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

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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

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75 •

Technology innovation Broader Supply Upselling incremental solutions and products Operating excellence and productivity

Strong drivers for further operating leverage

spending budgets at limited incremental costs

Powered by a combination of

SLIDE 76

76 •

Robust operating cash flow enables smart investment

INVEST DEVELOP & GROW CASH SCALE PROFITS SMART INVESTING

SLIDE 77

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

414 459

• Dec. 2017
• Sep. 2018

>30%

• f assets

$459M

cash

As of September 30, 2018

€350M

committed financing

$180M

equity raise capacity*

Share buy-back

authorization**

SLIDE 78

78 •

Flexible capital allocation prioritizing growth

• –

– –

• Organic growth

M&A

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

• Share repurchase

program

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79 •

Large market

• pportunity

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

SLIDE 80

80 •

We are building the advertising platform for the open Internet.

SLIDE 81

VP, Head of Investor Relations 32, rue Blanche 75009 Paris +33 1 7621 2166 e.lassalle@criteo.com Director, Investor Relations 387 Park Ave South, 12th Floor New York, NY 10016 +1 917 837 8617 f.edelmann@criteo.com

Friederike Edelmann Edouard Lassalle Investor Relations Contacts: IR@Criteo.com

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Appendix

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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 costs

238,755 240,969 247,310 341,877 306,693 322,200 329,576 397,087 323,746 306,963 305,387

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

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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 expense

8,370 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 expense

12,516 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 consideration

40 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

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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