France Chapter Meeting

WelcomeThursday, 5 November 2015

2015 GEO Awards, London UK

2

GEO Pan European Regional Event

COUNTDOWN

14

DAYS!

• Issuer Attendees Win a Free Pass. Leave your business card with the chapter leaders for a drawing at the conclusion of this meeting.

3

2016 Annual Conference

4

Important Dates

IMAGINE YOUR COMPANY HERE

5

Equatex at a glance

1,500,000 +Participants world-wide

22Languages

22Currencies

200Companies

23%

North America

3%

Latin America

58%

Europe

15%

Asia Pacific

Secure cloudCompliant to the highest Global

standards

Global reach – local expertise

24/7Support

Participants by location

1%

Africa &

Middle East

280,000Transactions /

year

BrandCustomised

6

Meet the Equatex product family

EquatePlus powers the effective

administration of incentive plans

along the entire life cycle.

EquatePlus is a system designed

and built to support global equity

and non-equity plans, providing

online access to our full range of

administration services.

EquatePyramid is the market

leading financial reporting

software for equity compensation.

The system provides expense

reporting, the ability to calculate

deferred corporation and National

Insurance Tax, along with a full

suite of disclosure reports. With

the functionality to report in

accordance with IFRS and/or US

GAAP.

EquateMobile offers plan

participants the flexibility to access

their EquatePlus portfolio on the go,

anytime, anywhere!

By having it at their fingertips they

will never miss any plan-related

events or opportunities again.

Powerful, real-time,

intuitive

Flexible, advanced,

compliant

On the go, anytime,

anywhere

7

Welcome to Criteo :

32 rue Blanche is our flagship

Current headcount : 1744

Active participants in Equate : 1577

5 or 6 grants per year

Equity is part of DNA at Criteo

Number of Mobile employees : 144

Vesting schedule : over 4 years, with a quarterly vesting

High complexity in tax calculations

27 active administrators

Different profiles : Superuser (C&B + Legal)

Payroll (specific scope)

Accounting

Finance

Each administrator has appropriate access, depending of their scope and geographies

Allows scalability and segregation of duties

8

Equity @CRITEO : Key elements

Criteo requirements

9

10

Our requirements

We are in January 2014 ….. 3 months after the IPO

User-friendly self service employee platform (35 countries, 14

legal entities, 800 employees at go-live)

Real time broker solution

International tax withholding

HR, Legal and Financial Reporting in multiple currencies

Use € as plan currency, but $ as trade currency

Pre-IPO and post-IPO equity grants : BSA & BSPCE, Options

(ISO in the US, EMI in the UK),Free shares in France

Fully automated processes with all third party systems

End of lock up period : 27th April 2014

Implementation & Solutions

11

Initial implementation timeline

February March April May

2014

Letter of Engagement

Implementation Workshop

Def. of Comp. Ref. data

Delivery of ppt and plan data

UAT Testing

Service Level Agreement

UAT Sign-off

Production Database Copied from Test

Delivery of final employee and plan data to UBS

Final employee and plan data load

Share Funding Process Agreed

Company Documents

User ID and Password mailing

Trading Live

Production Database Setup Completed

Service Level Agreement signed

Set-Up Database with Company Documents

User ID and Password Mailing * Go Live

13

Real time interfaces

Internal interfaces

Trading & FX

Asset Custody

Cash & Payment processing

Tax interface

PWC ShareTax

International Assignees only

IA tax flag : tax withholding at

allocation level

Payments to multiple payroll

PARTICIPANTS

ADMINISTRATORS

PARTICIPANTS

Payroll interfaceSAP

External banking interfaces

BNP Paribas Securities Services

BNY Mellon

Reduce manual interventions to bare minimum + avoid Equity team being a bottle neck

ADR trading & ORD funding

T

Transaction

performed

by individual

T +1

Funding

request to

BNP Paribas

Issue of

ordinary

shares by

BNP

Transfer of

Ordinary Shares

to BnY

BnY converting

ORD into ADR

BnY to

transfer ADR

shares to

Equatex

T + 3

Shares

received and

transaction

satisfied

If market

transaction

immediate

execution

Real time trading on ADR

With ORD funding

GEO Award 2015

Most creative solution

Dual currency option exercises

Multi currency allowance

EUR / USD transaction strike cost acceptance

Online transactions

Immediate calculation in both EUR / USD

FX variance covered by Criteo

Rollover possibility and ADR availability in EQ+

Reporting

Share currency based (treasury, payroll, allocation)

Ad hoc statistics showing EUR amounts (accounting

purposes)

Live update on transaction status and details

EUR

USD

Fully integrated participant solution

"Reminders" to enter

account details, file

for FATCA…. Trades in $

Exercises in € or $

Reporting in € and $

Clearance to deal

Option Certificate

(Contrat d'Option)

Exercise, exercise &

sale, transfer

Web and mobile App

11 language

preferences

Participant's

currency of choice

for portfolio display

17

EquatePlus for Criteo

27 April 2014

Go Live

Q3 – Q4

2014

Q1 – Q2

2015

Q3 – Q4

2015

EquatePlus

Full trading & reporting

capabilities

11 languages

22 currencies

SFTP Interface with SAP

Trading Plans

Ad hoc finance reporting

Multiple tax setup

Ad hoc finance reporting

Interface with sharetax first

phase (PWC)

Payments to SAFE accounts

RSU plan launch

FR non-tax resident setup

EquateMobile

EquatePyramid

Single Sign On

System re-design

2FA for participants

To come….

• Review of ELC automated

setup

BOP setup (R&D, CPOP)

18

Flexible taxation module

Tax Rule:

Allocation Level

or

Transaction Type

PRIO 3

Tax at Country

Level

PRIO 7

Individual

Tax

Rate

PRIO 6

Multiple

Tax

Rates

PRIO 5

Tax Rule:

Participant

Level

PRIO 4

Tax Rate

on

Allocation

PRIO 2

Special

Tax

Flag

PRIO 1

Complexity of

Taxation

No Tax

Accuracy of

Taxation

PRIORITY

Marginal Tax rates Accurate Tax ratesSpecial Cases

Taxes due / Priority of Taxation

19

Tax withholding for international assignees

Mobility

trackingPWCAward date

and vestingTransactions

CDI

file/withholding

amounts

Detailed tax

statements,

tax rates

ShareTax

EquatePlus

Payroll instructions and

employee statements

Payroll A Payroll BSAP (HR Data)

Static employee dataCRITEO Award data and

terminations mobility

FR non-tax resident Treatment

Tax deferral

Ad hoc Setup

Tax at sale (vested shares)

Mobility and International Assignee information

captured

Different type of tax methodology can be applied

Integration with PwC process

Automated notification

Reporting transaction details

Data feed of blended tax rates

Monthly basis update done by Criteo

This document has been prepared by Equatex AG, its subsidiary, or affiliate ("Equatex"). This document and the

information contained herein are provided solely for information purposes and Equatex marketing purposes.

It is not to be regarded as investment research, a sales prospectus, an offer or a solicitation of an offer to enter in any investment

activity, nor does it constitute a binding offer to conclude an agreement. Please note that Equatex retains the right to change the

range of services, the products and the prices at any time without prior notice and that all information and opinions indicated herein

are subject to change. No representation or warranty, either express or implied, is therefore provided in relation to the accuracy,

completeness or reliability of the information contained herein except with respect to information concerning Equatex.

Products and services described in this presentation are generic in nature and have not been tailored to the specific needs and

personal circumstances of a recipient. Further, this presentation includes services which require an individualized and tailor-made

setup. Such services may require further Equatex internal approvals on a case-by-case basis, which may depend on various

recipient and Equatex specific factors. Certain services are subject to legal provisions and regulations and cannot be offered

worldwide on an unrestricted basis.

Tax treatments depend on the individual recipient's circumstances and may be subject to change in the future. Equatex

does not provide legal or tax advice and makes no representations as to the tax treatment of assets or the investment

returns thereon, either in general or with reference to specific recipient's circumstances and needs. Recipients should

obtain independent legal and tax advice on the implications of the products/services in the respective jurisdiction and the

suitability of the products and services.

This material is intended solely for the information of the person to whom it has been delivered and may not be distributed in any

jurisdiction where such distribution would constitute a violation of applicable law or regulations. Equatex specifically prohibits the

redistribution of this material in whole or in part without the written permission of Equatex, and Equatex accepts no liability

whatsoever for the actions of third parties in this respect.

© Equatex 2014. The bricks symbol and Equatex are among the registered and unregistered trademarks of Equatex. All

rights reserved.

21

Legal disclaimer

GEO

French

Chapter

Appendix

5 November 2015 communications@equatex.com