Criteo Shareholders Approve Legal Domicile Transfer to Luxembourg

Shareholders Greenlight Luxembourg Relocation

Criteo S.A., a global commerce ecosystem platform, announced today that its shareholders have overwhelmingly approved the transfer of the company's legal domicile from France to Luxembourg. The decision was made at a general meeting held on February 27, 2026, at the company's registered office in Paris, France.

The core proposal for the cross-border conversion, which will transform Criteo S.A. from a French public limited liability company into a Luxembourg société anonyme, received substantial support. Shareholders cast 50,511,371 votes in favor against just 114,993 against, with 37,908 abstentions, representing an approval rate of well over 99% of votes cast. The company expects the redomiciliation to become legally effective in the third quarter of 2026, subject to customary conditions.

Strategic Rationale Behind the Move

Criteo's Board of Directors has outlined several key benefits driving this strategic shift. The primary objectives include expanding access to U.S. capital markets and removing long-standing corporate constraints associated with French law. The move is also intended to increase the company's strategic flexibility and strengthen its ability to deliver sustainable long-term value for shareholders.

Key advantages cited by the company for the transfer to Luxembourg include:

• Potential inclusion in certain U.S. indices, which could broaden access to passive investment capital and diversify the shareholder base.
• Greater capital management flexibility, particularly by reducing or eliminating restrictions on share repurchases and holdings of treasury shares, which are more limited under French corporate law.
• Elimination of fees and complexities associated with the current American Depositary Shares (ADSs) structure.

The conversion will also involve replacing Criteo's ADS structure with ordinary shares to be directly listed on Nasdaq. This change is seen as a way to streamline the corporate structure and align its capital markets presence with its strategic ambitions.

Leadership Commends Shareholder Support

Frederik Van der Kooi, Chairman of Criteo's Board of Directors, expressed gratitude for the strong shareholder backing. 'On behalf of the Board of Directors and management, we thank our shareholders for their strong support of Criteo's redomiciliation from France to Luxembourg,' said Van der Kooi. 'This vote represents an important milestone and sets Criteo on course to become a Luxembourg company in the third quarter of 2026, increasing our strategic flexibility and strengthening our ability to deliver sustainable long-term value for our shareholders.'

The company clarified that while the legal domicile and corporate structure will change, Criteo's operational headquarters and workforce in France will remain in place. Leading independent proxy advisory firms, Glass Lewis and Institutional Shareholder Services (ISS), had recommended shareholders vote in favor of the redomiciliation proposals.

Future Outlook

The move to Luxembourg is also viewed as a preparatory step for a potential subsequent redomiciliation to the United States, should the Board determine such an action is in the best interests of the company and its shareholders. This phased approach aims to further enhance Criteo's position within global capital markets and provide additional strategic opportunities.