Criteo SA · NASDAQ:CRTO

Criteo SA — Merger or Acquisition (October 2016)

17 slides from Criteo SA's merger presentation, Oct 4, 2016

1. Slide 1: Criteo to Acquire Hooklogic

   Criteo to Acquire Hooklogic Strengthening its Performance Marketing Platform October 4, 2016

2. Slide 2: Safe Harbor Statement

   Safe Harbor Statement 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 the anticipated acquisition, our possible or assume

3. Slide 3: Agenda

   Agenda What is the Hooklogic solution? What is the strategic rationale for acquiring Hooklogic? What are we announcing today? What is the financial impact of the acquisition? What key benefits and opportunities does this acquisition bring Criteo?

4. Slide 4: Criteo to Acquire Hooklogic

   Criteo to Acquire Hooklogic • Criteo signed a definitive agreement to acquire 100% of Hooklogic shares outstanding • Total consideration price of $250M in cash* • The transaction is expected to close in Q4 2016 * Subject to net working capital, net debt and other adjustments at closing

5. Slide 5: Broader base of retailer partners

   Broader base of retailer partners New demand Future innovation The acquisition of Hooklogic brings Criteo key strategic benefits and opportunities Extends Criteo’s performance marketing business to brand manufacturers Expands the Hooklogic business through Criteo’s broad base of retail customers Pro

6. Slide 6: Who is Hooklogic?

   Who is Hooklogic? • Pioneer of a performance marketing exchange for consumer brand manufacturers • Connects many of the world’s largest retail ecommerce sites with consumer brand manufacturers • Privately-held company, founded in 2004 , headquartered in New York City • ~$130M gross revenue expected

7. Slide 7: The Hooklogic team brings some of the brightest minds in performance marketing

   The Hooklogic team brings some of the brightest minds in performance marketing Jason Ordway Chief Technology Officer John Roswech Chief Revenue Officer Jonathan Opdyke Co-founder & CEO Jonn Behrman Chief Product Officer

8. Slide 8: What does Hooklogic do?

   What does Hooklogic do? Bid on sponsored product ads embedded in ecommerce properties and high-traffic publisher sites Pay for clicks Measure ROI through Hooklogic’s post-click attribution technology Hooklogic operates the Hooklogic Exchange , a performance marketing exchange that enables consumer b

9. Slide 9: Hooklogic works with many of the world's largest consumer brand manufacturers

   Hooklogic works with many of the world’s largest consumer brand manufacturers

10. Slide 10: Hooklogic partners with the world's biggest retailers to target high-intent shoppers

    Hooklogic partners with the world’s biggest retailers to target high- intent shoppers …and many more! Criteo retailer clients

11. Slide 11: The Hooklogic solution brings clear benefits to consumer brands and retailers alike

    The Hooklogic solution brings clear benefits to consumer brands and retailers alike Consumer brands reach consumers via Hooklogic solution Retailers earn revenue by monetizing site traffic via CPC-based native ads Consumer brands marketing spend is directly linked to retail sales via post-click attr

12. Slide 12: How does the Hooklogic solution work?

    How does the Hooklogic solution work? The Hooklogic Exchange is a unique marketplace where brand manufacturers bid on Hooklogic Sponsored Products ads and Hooklogic Drive to Retail ads Product Detail Page Sponsored Products Drive to Retail • Ad campaigns on retailer site • Tools to optimize bids, ke

13. Slide 13: Hooklogic fits neatly into Criteo's strategy

    Hooklogic fits neatly into Criteo’s strategy Strengthen Criteo’s Performance Marketing Platform • Powerful machine-learning technology • Pooled assets to drive performance • Addresses consumer brands’ needs for performance for online and offline sales • Providing cohesive and personalized experience

14. Slide 14: With Hooklogic, we strengthen our World's Performance Marketing Platform

    Consumers Cross Device Graph Email Display Search App Installs Prospecting Remarketing Video Consumer Offline Retailer Publishers Advertisers Publishers Retail, Travel & Classifieds Direct Publishers What we have In development With Hooklogic, we strengthen our World’s Performance Marketing Platform

15. Slide 15: We expect a positive financial impact from the Hooklogic acquisition in the midterm

    We expect a positive financial impact from the Hooklogic acquisition in the midterm Revenue ex-TAC Adjusted EBITDA 2017 2018 2019 Mid-single-digit share of global Revenue ex-TAC Slightly dilutive to neutral Accretive ~10% share of global Revenue ex-TAC

16. Slide 16: Our success is based on providing relevant, accountable, seamless marketing at scale

    Our success is based on providing relevant, accountable, seamless marketing at scale Hooklogic strengthens our World’s Performance Marketing Platform

17. Slide 17: The World's Performance Marketing Platform

    The World’s Performance Marketing Platform

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