CHARTER OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

AMENDED AND RESTATED ON OCTOBER 25, 2023

1. PURPOSE AND POLICY

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the
“Board”) of Criteo S.A., a société anonyme under the laws of the French Republic (the
“Company”) shall be (i) to assist the Board in reviewing, make recommendations to the Board
regarding, and oversee matters related to, the compensation of the Company’s executive officers
and directors, including establishing and overseeing the Company’s compensation philosophy,
policies, plans and programs, (ii) to review and discuss with management the Company’s
compensation disclosures, including those contained under the caption “Compensation
Discussion and Analysis” (“CD&A”), for use in any offering materials or periodic reports to be filed
by the Company with the U.S. Securities and Exchange Commission (the “SEC”) and (iii) to prepare
and review any reports of the Committee required by the rules and regulations of the SEC as in
effect from time to time to be included in any reports filed by the Company with the SEC. The
term “compensation” shall include salary, long-term incentives, bonuses, perquisites, equity
incentives, severance arrangements, retention arrangements, retirement benefits and other
related compensation, benefits and compensation and benefit plans.

In addition, upon specific request from the Board, the Committee provides assistance with the
Company’s strategies, initiatives and programs with respect to the Company’s culture, talent
recruitment, development and retention, employee engagement, diversity and inclusion, and
succession planning for selected senior leaders.

The policy of the Committee shall be as follows:

• Compensation Structure. The Committee shall seek to recommend an overall

compensation structure designed to attract, retain and motivate management
and other employees by providing appropriate levels of risk and reward, assessed
on a relative basis at all levels within the Company and in proportion to individual
contribution and performance; and

• Long-Term Focus. The Committee shall seek to recommend appropriate

incentives for management to further the Company’s long-term strategic plan and
avoid undue emphasis on short-term market value.

2. COMPOSITION

The Committee shall consist of at least two members of the Board. All members of the Committee
shall satisfy: (i) the independence requirements of the Nasdaq Stock Market (“Nasdaq”)
applicable to compensation committee members; (ii) the “non-employee director” standard
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”); and (iii) as applicable, the “outside director” standard within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). All
members of the Committee are prohibited from interlocking or insider participation with any
member of the board or compensation committee of another company. The members of the
Committee shall be appointed by, and serve at the discretion of, the Board. Vacancies occurring
on the Committee shall be filled by the Board. The Committee’s chairperson shall be designated
by the Board.

3. MEETINGS AND MINUTES

The Committee shall hold such regular or special meetings as its members deem
necessary or appropriate. Minutes of each meeting of the Committee shall be recorded and kept
in English by the Secretary of the Company. The Chairman of the Committee shall report to the
Board from time to time, but no less than on a quarterly basis, at the quarterly meetings of the
Board.

In exceptional circumstances, and to the extent that the members of the Committee
cannot meet (in-person, by teleconference or by other means authorized under the charter of
the Board (règlement intérieur)) in due course before a Board meeting, the Committee can make
recommendations to the Board by unanimous written consent, by any written means (including
by email) and in one or more counterparts, which shall constitute a valid action by the Committee
if it has been executed or consented to by each member of the Committee; in such a case, the
Chairman of the Committee, at the time he/she reports to the Board, shall indicate that the
Committee’s recommendations were made by unanimous written consent.

4. AUTHORITY

The Committee shall have full access to all books, records, facilities and personnel of the
Company, including human resources personnel preparing the compensation disclosures for the
Company’s offering materials or periodic reports to be filed with the SEC, as deemed necessary
or appropriate by any member of the Committee to discharge his or her responsibilities
hereunder.

The Committee shall have the authority to obtain, at the expense of the Company, advice and
assistance from internal or external legal, accounting or other advisors and consultants. The
Committee shall be responsible for appointment, compensation and oversight of the work of any
such advisor and consultant, including any compensation consultant, and shall annually evaluate
the performance of any compensation consultant engaged by the Committee. In addition, the
Committee shall have discretion to engage any compensation consultant to assist in the
evaluation of director, chief executive officer or senior executive compensation, including to
approve such consultant’s reasonable fees and other retention terms, subject to formal approval
by the Board, at the Company’s expense and to terminate any such services. Other reasonable
expenditures for external resources that the Committee deems necessary or appropriate in the
performance of its duties are permitted. Before selecting or receiving advice from an advisor or

2
consultant (other than in-house legal counsel), the Committee shall consider such factors as may
be required by the rules of Nasdaq and the SEC with respect to the independence of such advisor
or consultant. The Committee shall not be required to implement or act consistently with the
advice or recommendations of its compensation consultant, legal counsel or other advisor, and
the authority granted in this charter shall not affect the ability or obligation of the Committee to
exercise its own judgment in fulfillment of its duties under this charter.

The Committee may form and delegate its authority to subcommittees as appropriate. The
operation of the Committee shall be subject to this charter, the Bylaws of the Company, French
law, U.S. securities law and Nasdaq rules, each as may be amended from time to time.

The Board reserves the right at any time to revoke or change the authority delegated under this
charter.

5. RESPONSIBILITIES

To implement the Committee’s purpose and policies, the Committee shall be charged with the
following duties and responsibilities. The Committee may supplement and, unless prohibited by
applicable law or the requirements of Nasdaq, deviate from these activities as appropriate under
the circumstances:

a. Overall Compensation Strategy

The Committee shall review and make recommendations to the Board with respect to the
overall compensation strategy and policies for the Company, including:

• making recommendations to the Board regarding performance goals and

objectives of the Chief Executive Officer, and other executive officers, after
reviewing several factors, including recommendations of the Chief
Executive Officer (with respect to executive officers other than the Chief
Executive Officer), Company fit and performance, retention objectives,
current compensation opportunities as compared with similarly situated
executives at peer companies (based on review of competitive market
analyses), internal pay parity factors among executives, and other factors
as the Committee may deem relevant;

• reviewing regional and industry-wide compensation practices and trends

to assess the propriety, adequacy and competitiveness of the Company’s
executive compensation programs among comparable companies in the
Company’s industry; provided, however, the Committee shall exercise
independent judgment in determining the appropriate levels and types of
compensation to be paid;

• evaluating and recommending to the Board the compensation plans and

programs, terms of employment, severance and other agreements and

3
 compensation-related policies advisable for the Company, as well as
evaluating and recommending to the Board for approval the modification
or termination of existing plans, programs, key terms of employment,
severance and other compensation-related policies;

• recommending policies with respect to equity compensation

arrangements, with the objective of appropriately balancing the perceived
value of equity compensation and the dilutive and other costs of that
compensation to the Company;

• reviewing and making recommendations on the terms of any employment

agreements, severance arrangements, change in control protections and
any other compensatory arrangements (including, without limitation,
perquisites and any other form of compensation) for the Company’s CEO,
and other executive officers, as appropriate;

• reviewing and making recommendations on any compensation

arrangement for any executive officer involving any subsidiary, special
purpose or similar entity of the Company, taking into account potential
benefits to the Company and the potential for conflicts of interest in such
arrangements;

• periodically reviewing existing policies designed to encourage executive

officers and directors to acquire and hold a meaningful equity interest in
the Company; and

• evaluating the efficacy of the Company’s compensation policy and strategy

in achieving expected benefits to the Company and otherwise furthering
the Committee’s policies.

b. Compensation of Chief Executive Officer

The Committee shall recommend to the Board for determination and approval the
compensation and other terms of employment of the Company’s Chief Executive Officer
and shall assist the Board in evaluating the Chief Executive Officer’s performance in light
of relevant corporate performance goals and objectives, including potentially taking into
account, among other things, the policies of the Committee and the Chief Executive
Officer’s performance in:

• fostering a corporate culture that promotes the highest levels of integrity

and ethical standards;

• developing and executing the Company’s strategic plan(s) and conducting

the business of the Company in a manner appropriate to enhance long-
term shareholder value;

4
 • developing and implementing the Company’s strategic plan and policies
related to key strategic human capital management initiatives (including
review of ongoing diversity and inclusion strategies and objectives) and
environmental, social and governance (ESG) initiatives;

• achieving any other corporate performance goals and objectives deemed

relevant to the Chief Executive Officer; and

• achieving the Chief Executive Officer’s individual performance goals and

objectives.

In assessing the long-term incentive component of the Chief Executive Officer’s

compensation, the Committee should seek to achieve an appropriate level of risk and
reward, taking into consideration the Company’s performance and relative shareholder
return, the potential benefits and costs to the Company of the award, the value of similar
incentive awards given to chief executive officers of comparable companies, the awards
given to the Company’s Chief Executive Officer in past years, and such other criteria as
the Committee deems advisable.

The Chief Executive Officer may not be present during the voting or deliberations
regarding his or her compensation.

c. Compensation of Other Executive Officers

The Committee shall recommend to the Board for determination and approval the
compensation and other terms of employment of the Company’s other executive officers
(as such term is defined in Rule 3b-7 promulgated under the Exchange Act), as
appropriate, including potentially taking into consideration the executive officer’s success
in achieving his or her individual performance goals and objectives and the corporate
performance goals and objectives deemed relevant to the officer, developing and
implementing the Company’s strategic plan and policies related to key strategic human
capital management initiatives (including review of ongoing diversity and inclusion
strategies and objectives) and environmental, social and governance (ESG) initiatives
deemed relevant to the officer and fostering a corporate culture that promotes the
highest levels of integrity and ethical standards. The Committee shall review and make
any appropriate recommendations with respect to the individual and corporate
performance goals and objectives of these executive officers on an annual basis.

d. Compensation of Non-Employee Directors

The Committee shall periodically review and recommend the compensation program for
non-employee directors to the Board for approval. The Committee may consider data
provided by a compensation consultant about non-employee director compensation
offered by the companies that the Committee has selected as the Company’s peer
companies.

5
e. Administration of Benefit Plans

The Committee shall evaluate and recommend to the Board the adoption, amendment
and termination of the Company’s option plans, share appreciation rights plans, pension
and profit sharing plans, incentive plans, equity bonus plans, equity purchase plans, cash
bonus plans, deferred compensation plans and other similar plans and programs and shall
administer the same, to the extent so delegated by the Board.

f. Risk Oversight

At least annually, the Committee shall review and evaluate the risks associated with the
Company’s compensation plans and programs.

g. Compensation Disclosures

The Committee shall review and discuss with management the Company’s compensation
disclosures, including the CD&A, for use in any offering materials or periodic reports that
the Company may be required to include in SEC filings and make recommendations to the
Board that the CD&A be approved for inclusion in such offering materials or periodic
reports.

h. Committee Report

The Committee shall prepare any reports of the Committee on executive compensation
required by the rules and regulations of the SEC to be included in any reports filed by the
Company with the SEC.

i. Shareholder Advisory Votes

The Committee shall consider the results of the most recent shareholder advisory vote
on, and ongoing shareholder outreach efforts and investor feedback regarding, executive
compensation and on the frequency of such an advisory vote as required by Section 14A
of the Exchange Act and, to the extent the Committee determines it appropriate to do so,
take such results and feedback into consideration in connection with the review and
approval of executive officer and, as applicable, director, compensation.

j. Human Capital Management

The Committee shall periodically review the Company’s strategies, initiatives and
programs with respect to the Company’s culture, talent recruitment, development and
retention, diversity and inclusion initiatives and employee engagement.

k. Clawback

Review and approve the implementation or revision of any compensation recoupment,

“clawback” or similar policy allowing or requiring the Company to recoup compensation

6
paid to executive officers or other employees and be responsible for the oversight and
administration of any such policies.

l. Succession Planning and Management Development

The Committee shall periodically review, and will report to the Board, succession planning
and management development topics. The purpose of the discussion shall be to ensure
that the Company considers a long-term program for effective senior leadership
development and succession as well as short-term contingency plans for emergencies and
normal contingencies, such as the termination of employment or death or disability of
certain senior leaders.

m. Committee Self-Assessment

The Committee shall review, discuss and assess its own performance at least annually.
The Committee shall also periodically (but no less than on an annual basis) review and
assess the adequacy of this charter, including the Committee’s role and responsibilities as
outlined in this charter, and shall recommend any proposed changes to the Board for its
consideration.