Criteo Presents Plan To Redomicile To U.S. Via Cross-Border Merger Of Lux Criteo Into Delaware-Based Criteo Holdings For Shareholder Approval

Dear Fellow Shareholders:
On July 29, 2026, we completed our corporate redomiciliation from France to Luxembourg via the cross-border conversion (the "Conversion") of Criteo S.A. from a French public limited liability company to a Luxembourg public limited liability company ("Lux Criteo"). The Conversion positioned us for greater agility and enhanced shareholder value and, because Luxembourg has a well-established regime of cross-border mergers between Luxembourg and U.S. companies, facilitates a subsequent transfer to the United States. I am excited to share another important milestone in this journey and present for shareholder approval our plan to redomicile to the United States via the cross-border merger (the "Merger") of Lux Criteo with and into Criteo Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Lux Criteo ("U.S. Criteo"), with U.S. Criteo surviving as a public company with its common stock listed on the New York Stock Exchange (the "NYSE").
This decision follows a thorough evaluation by our board of directors and executive leadership team. We believe that the redomiciliation to the United States would position Criteo for broader inclusion in major U.S. stock indices and would thus enable broader access to the vast pool of passive capital that tracks such indices.
Our vision, strategy, and operations will remain unchanged. Our Commerce Intelligence platform is built for the future of shopping, combining AI innovation, cross-channel reach, full-funnel capability, and self-service flexibility – positioning us to capture the most important shifts in commerce and advertising. We are entering a new chapter of our evolution, bringing together Performance Media, Retail Media, and agentic AI to deliver seamless, intelligent commerce experiences.
A general meeting of Lux Criteo’s shareholders (the "General Meeting") will be held on December 29, 2026, at 11:00 a.m., Luxembourg time, at the offices of Loyens & Loeff Luxembourg SARL at 18-20, rue Edward Steichen, L-2540, Grand Duchy of Luxembourg to obtain approval by Lux Criteo’s shareholders for the Merger and certain related proposals further described in the accompanying proxy statement / prospectus.
After careful consideration, on July 29, 2026, our board of directors approved the Merger and related matters to be voted upon at the General Meeting and recommended that shareholders vote FOR the approval of each of the matters to be considered and voted upon at the General Meeting. Our board of directors believes this is in the best interests of Lux Criteo and its shareholders.