What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-02-24 compared with 2022-02-25 · 15 added, 20 removed, 300 unchanged (10% of the section changed)

3 unchanged sentences

Prior to that date, there was no public trading market for ADSs or our ordinary shares.

As of January 31, 2022, there were 35 holders of record of our ordinary shares and 138 participants in DTC that held our ADSs.

As of January 31, 2023, there were 35 holders of record of our ordinary shares and 198 partic ipants in DTC that held our ADSs.

The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees.

12 unchanged sentences

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We completed our ADS repurchase program of $100 million in December 2021.

We spent $136 millio n on ADS repurchases in 2022, and we extended our previously authorized share repurchase program of up to $280 million of outstanding ADS to an increased amount of up to $480 million in December 2022.

Recent Sales of Unregistered Securities and Use of Proceeds

There were no unregistered sales of equity securities during 2021.

On August 1, 2022, we issued $70.2 million in ADS to the selling shareholders in the Iponweb acquisition pursuant to Rule 506 of Regulation D.

Exchange Controls & Ownership by Non-French Residents

3 unchanged sentences

Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.

However, non-French residents must file a declaration for statistical purposes with the Bank of France ( Banque de France ) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.

However, (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Bank of France ( Banque de France ) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.

In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold.

1 unchanged sentence

This amount may be increased fivefold if the violation is made by a legal entity.

If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the relevant investment shall be deemed null and void and the French Minister of Economy further might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment.

Further, any investment (i) by (a) an non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities, (ii) that will result in the relevant investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, , including activities likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices, data storage and IT systems) and research and development related to critical technologies (such as artificial intelligence and cybersecurity is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.

For the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances depending upon factors such as the acquirer’s intention, the acquirer’s ability to elect directors, and financial reliance by the company on the acquirer.

If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment.

The relevant investor further may be found criminally liable and may be sanctioned with a fine not to exceed the greater of the following amounts:

(i) twice the amount of the relevant investment, (ii) 10% of the annual turnover before tax of the target company or (iii) €5 million (for a company) or €1 million (for a natural person).

Further, (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non- French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Bank of France (Banque de France) within twenty working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.

In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our share capital or voting rights or cross such 10% threshold.

Violation of this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment.

This amount may be increased fivefold if the violation is made by a legal entity.

French Tax Consequences

36 unchanged sentences

In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the rate of 0.1%.

As ordinary shares of Criteo are not listed on an exchange formally acknowledged by the AMF, their transfer should be subject to uncapped registration duties at the rate of 0.1%.

However, although the official guidelines published by the French tax authorities are silent on this point, transfer of ADSs should remain outside of the scope of the aforementioned 0.1% registration duties as they cannot be considered as French shares.

Ownership Consequences

32 unchanged sentences

holders, as opposed to the rate provided under the Treaty.

As from January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by a new real estate wealth tax ( impôt sur la fortune immobilière ) which applies only to individuals owning French real estate assets or rights, directly or indirectly through one or more legal entities, and whose net taxable assets amount to at least 1,300,000 euros.

As from January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by the real estate wealth tax ( impôt sur la fortune immobilière ) which applies to French tax residents on their worldwide real estate assets and non-French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal entities, and whose net taxable assets amount to at least 1,300,000 euros.

Generally, real estate assets allocated to an operational activity are excluded from the scope of the real estate wealth tax, depending on the structuring.

Shares of an operating company holding French real estate assets in which the relevant individual holds, directly and indirectly, less than 10% of the share capital or voting rights, are also exempt from real estate wealth tax.

The Treaty does not prevent the application of real estate wealth tax to a U.S.

The Treaty does not prevent the application of French real estate wealth tax to a U.S.

Holder who would be a U.S.

2 unchanged sentences

Taxation on sale or other disposition

Generally, under French tax law, a foreign shareholder who is not a French tax resident for French tax purposes is not be subject to French tax on any capital gain from the sale, exchange, repurchase or redemption of ordinary shares or ADSs, provided that the foreign shareholder either (i) has not held more than 25% of our dividend rights, at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives (as an exception, a foreign shareholder established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the dividend rights it holds) or (ii) the issuer of the relevant shares or ADSs is a company at least 50% of the assets of which consist of real estate located in France, or derives at least 50% of its value, directly or indirectly, from real estate located in France.

Generally, under French tax law, a foreign shareholder who is not a French tax resident for French tax purposes is not subject to French tax on any capital gain from the sale, exchange, repurchase or redemption of ordinary shares or ADSs, provided that this shareholder has not held more than 25% of our dividend rights, at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives (as an exception, a non-resident shareholder established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the dividend rights it holds).

However, based on the Treaty, a U.S.

2 unchanged sentences

Criteo SA is not expected to meet this standard.

Pursuant to these provisions, capital gain resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France.

Pursuant to these provisions, capital gain resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this shareholder.

Holders who own ordinary shares or ADSs through U.S.

14 unchanged sentences

However, under the Convention between the Government of the U.S.

and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 (as amended by the protocol of December 8, 2004), if the U.S.

Holder is domiciled in the U.S.

86 unchanged sentences

Individuals and other non-corporate U.S.

Holders will be subject to tax at the lower capital gains tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares on which the dividends are paid are readily tradable on an established securities market in the U.S., or we are eligible for the benefit of the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S.

Holders will be subject to tax at the lower capital gains tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares on which the dividends are paid are readily tradable on an established securities market in the U.S., or we are eligible for the benefits of the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S.

Holder (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met.

If we are eligible for benefits under the Treaty, dividends we pay on our ADSs or ordinary shares, regardless of whether such ADSs or shares are considered readily tradable on an established securities market in the U.S., would be eligible for the reduced rates of taxation described in the preceding paragraph, provided the other conditions described above are satisfied.

Further, as discussed below under “—Passive Foreign Investment Company, or PFIC, Rules”, although there can be no assurance that we will be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2021 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years.

Further, as discussed below under “—Passive Foreign Investment Company, or PFIC, Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2022 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years.

Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances.

74 unchanged sentences

Holder must file annual reports, containing such information as the U.S.

Treasury may require on IRS Form 8621 (or any successor form) with respect to us, with the U.S.

Department of the Treasury may require on IRS Form 8621 (or any successor form) with respect to us, with the U.S.

Holder’s federal income tax return for that year, unless otherwise specified in the instructions with respect to such form.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity