Criteo (CRTO) Proxy filing summary

Executive summary

• A cross-border merger would move the public parent from Luxembourg to Delaware, with the Delaware subsidiary surviving; completion is targeted for 12:00:01 a.m. New York time on January 1, 2027, subject to approval and other conditions.

• The stated rationale is broader potential inclusion in major U.S. stock indices and access to passive capital; strategy and operations are expected to remain unchanged, with common stock expected to trade on the NYSE under CRTO.

• Each outstanding ordinary share would convert into one common share; approximately 49,069,757 common shares are estimated for issuance, based on shares outstanding October 23, 2026.

Voting matters and shareholder proposals

• The December 29, 2026 meeting will consider the merger, director discharge for January 1, 2026 through the meeting date, the 2027 Omnibus Incentive Plan and delegation of merger implementation authority; the board recommends FOR each.

• The merger requires a two-thirds majority of votes cast with a quorum of at least half the share capital; other proposals require a majority of votes validly cast and a one-third quorum. The plan and delegation proposals depend on merger approval.

• October 22, 2026 is the voting record date. Proxies and voting instructions must reach Computershare by 11:00 a.m. Luxembourg time on December 28, 2026.

Board of directors and corporate governance

• Current directors and officers are expected to continue in their roles after the merger; the Delaware board is expected to appoint Jianchang Mao following the Effective Time.

• The Delaware charter provides for a two-class staggered board through the 2033 annual meeting, with director removal for cause only until then; one-year director terms begin at that meeting.

• Stockholders holding 25% of voting power may request a special meeting. Written-consent action is prohibited; proxy access permits up to 20 holders with 3% ownership maintained for three years to nominate up to two directors or 20% of the board.

• Delaware Chancery or another Delaware court is the exclusive forum for specified internal-affairs claims; U.S. federal district courts are the exclusive forum for Securities Act claims.