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Criteo's Strategic Move to Luxembourg: Simplifying Corporate Structure

Criteo S.A., the renowned global platform that bridges the commerce ecosystem, is gearing up for a significant change in its corporate structure. Announced on October 29, 2025, the company intends to transition its legal domicile from France to Luxembourg. This move is not just about changing its address; it's a strategic shift aimed at increasing capital management flexibility and simplifying its corporate structure while continuing to maintain strong ties to the French technology landscape.

The decision to redomicile is set to be completed by the third quarter of 2026. Criteo plans to replace its current American Depositary Shares (ADSs) structure with ordinary shares, allowing for a direct listing on the Nasdaq stock exchange. This transition is expected to open the door for Criteo to gain potential inclusion in U.S. stock indices, enhancing its visibility and making it more attractive to a broader investor base.

Unlocking Shareholder Value

Frederik van der Kooi, the Chairperson of the Board, highlighted that this initiative is a crucial step toward unlocking significant and sustainable value for shareholders. He emphasized that this evolution is in line with Criteo's original strategic vision when it went public, aimed at fostering long-term growth. The U.S. equity market landscape has changed considerably since Criteo's initial public offering, prompting the need for a more flexible corporate structure.

The anticipated benefits of moving to Luxembourg include:

• - Increased access to passive investment capital: By positioning itself for U.S. index inclusion, Criteo can attract more passive investment, thereby broadening its shareholder base.
• - Enhanced capital management flexibility: The shift will simplify the complexities associated with share repurchases and treasury share holdings, allowing for a more responsive approach to capital management.
• - Improved stock liquidity: By eliminating the fees and complexities related to the ADS structure, Criteo aims to increase the liquidity of its shares on the market.

Importantly, Criteo remains committed to its operations in France, where it continues to play a pivotal role in the technology and AI innovation ecosystems. The company has reassured stakeholders that its AI Lab and teams in Paris will continue to drive innovation and leadership in AI-powered commerce globally.

The Road Ahead

The process of redomiciliation requires prior discussions with Criteo's works council and will be subject to certain closing conditions, including approval from shareholders, necessitating a two-thirds majority vote.

Looking to the future, there are also plans to explore a subsequent transfer of domicile from Luxembourg to the United States, which could further enhance Criteo's eligibility for inclusion in major U.S. stock indices.

Criteo’s CEO, Michael Komasinski, echoed the sentiment of confidence in the company’s strategic direction. He believes that establishing a domicile in Luxembourg not only aligns with shareholder expectations but also positions Criteo competitively for future growth.

The announcement comes during a time when Criteo is set to discuss the details of its redomiciliation plan alongside the Q3 2025 earnings report in an upcoming conference call. Investors and stakeholders are encouraged to stay informed through the company's investor relations channels.

With this move, Criteo aims to create a robust framework that not only maximizes shareholder value but also solidifies its standing as a leader in the evolving landscape of AI-driven commerce. As the company steps into this new chapter, it continues to demonstrate a deep commitment to innovation and stakeholder engagement both in France and globally.