Criteo (CRTO) Proxy Filing summary

Executive summary

• Proposes a corporate redomiciliation from France to Luxembourg via cross-border conversion, subject to shareholder approval at the general meeting on February 27, 2026.

• Forward-looking statements address anticipated financial performance, strategic opportunities, and potential risks related to the redomiciliation.

• Actual outcomes may differ due to various risks, including legal, regulatory, and operational uncertainties.

Voting matters and shareholder proposals

• Shareholders are asked to approve the redomiciliation and related proposals at the general meeting.

• Only ordinary shareholders of record as of February 20, 2026, at 00:00 (Paris time) are entitled to vote.

• The ADS record date remains January 20, 2026.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may participate in the solicitation of proxies for the redomiciliation.

• Information about directors and executive officers is available in the 2025 Annual Meeting proxy statement.