POWER OF ATTORNEY
Know all by these presents, that Sharon Fox Spielman
(“Principal”) hereby constitutes and appoints Benoit Fouilland with
full power of substitution, Principal’s true and lawful attorney-in-fact
to:
(1) execute for and
on behalf of the undersigned, in any capacity that requires filing Forms 3, 4,
and 5 with respect to Criteo S.A. (the “Company”) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform
any and all acts for and on behalf of Principal which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and file such form with the U.S. Securities
and Exchange Commission and any stock exchange or similar authority;
and
(3) take any other
action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, Principal, it being understood that the documents
executed by such attorney-in-fact on behalf of Principal pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact’s
discretion.
Principal hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as Principal
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney-in-fact,
or his substitute(s), shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. Principal
acknowledges that each such attorney-in-fact, in serving in such capacity at the
request of Principal, is not assuming, nor is the Company assuming any of
Principal’s responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until Principal is no longer required to file Forms 3, 4, and 5 with respect to
Principal’s holdings of and transactions in securities issued by the
Company, unless earlier revoked by Principal in a signed writing delivered to
the foregoing attorneys-in-fact. This Power of Attorney shall revoke and replace
any other power of attorney that Principal has previously granted to Nicole
Kelsey in filing Forms 3, 4, and 5 with respect to Principal’s holdings of
and transactions in securities issued by the Company.
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IN WITNESS WHEREOF, the undersigned have caused this Power of
Attorney to be executed as of the date specified below.
By:
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/s/ Sharon Fox Spielman
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Sharon Fox Spielman
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Date: October 5, 2017
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