CRITEO S.A. [ — ] American Depositary Shares Representing an Aggregate of [ — ] Ordinary Shares Underwriting AgreementCriteo S.A. • March 20th, 2014 • Services-advertising agencies • New York
Criteo S.A., a société anonyme incorporated in the French Republic (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ — ] ordinary shares, nominal value €0.025 per share, of the Company (“Ordinary Shares”), in the form of an aggregate of [ — ] American Depositary Shares (“ADSs”) and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [ — ] Ordinary Shares in the form of an aggregate of [ — ] ADSs (collectively, such [ — ] ADSs sold by the Company and the Selling Shareholders, the “Underwritten ADSs”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to
