425: Criteo Shareholders to Vote on Luxembourg Redomiciliation

Criteo S.A. has convened a general meeting for February 27, 2026, to vote on its proposed redomiciliation from France to Luxembourg and related corporate governance changes.

Summary

• A general meeting of shareholders is convened for February 27, 2026, at 10:00 a.m. Paris time, to vote on the proposed redomiciliation of Criteo S.A. from France to Luxembourg.
• The primary proposal involves converting French Criteo into a public limited liability company governed by Luxembourg law (Lux Criteo), transferring its registered office while retaining its legal personality and continuing the terms of office of its directors.
• Shareholders will vote on adopting new articles of association for Lux Criteo, which include establishing an authorized share capital equal to 10% of the issued and outstanding share capital at the effective time of conversion.
• The new articles also authorize the Board of Directors for five years to issue new shares, including subscription and conversion rights, and to limit or withdraw shareholders' preferential subscription rights.
• The Board will also be authorized for 18 months to acquire up to 11,000,000 shares (excluding existing treasury shares) and for five years to cancel any treasury shares.
• The meeting will also consider appointing Deloitte Audit as the statutory auditor for Lux Criteo, with a mandate expiring at the second annual meeting following the conversion.
• A proposal to delegate authority to the Board or its appointee to confirm necessary information to the Luxembourg notary and carry out all actions required for the conversion will also be voted upon.
• An adjournment proposal is included, allowing the meeting to be postponed if there are insufficient votes to approve the main proposals.
• The approval of the Conversion, Charter, Auditor, and Delegation Proposals are all interdependent.

Sentiment

Score: 6

Explanation: The filing is primarily procedural, detailing a proposed corporate restructuring. While the redomiciliation is framed as strategic, immediate financial benefits are not quantified, and a comprehensive list of risks is provided. The authorization for share buybacks is a potential positive, but the possibility of dilution from new share issuances with withdrawn preferential rights introduces uncertainty. The overall sentiment is neutral to slightly positive, reflecting a strategic corporate action with inherent complexities and risks.

Positives

• The proposed redomiciliation is presented as a strategic move, implying potential strategic opportunities and benefits for the company.
• The authorization for the Board of Directors to acquire up to 11,000,000 shares could be viewed positively by shareholders as a potential mechanism for returning capital or supporting share price.

Negatives

• The filing does not explicitly state negatives but highlights numerous risks and potential disruptions associated with the redomiciliation process, including costs and potential changes to shareholder rights.
• The authorization for the Board to limit or withdraw shareholders' preferential subscription rights for new share issuances could be perceived negatively by some shareholders due to potential dilution.

Risks

• Failure to obtain the required shareholder vote to adopt the proposals needed to complete the proposed redomiciliation.
• Failure to satisfy any of the other conditions to the proposed redomiciliation, including the condition that the option to withdraw shares for cash in connection with the proposed redomiciliation is not exercised above a certain threshold.
• The proposed redomiciliation not being completed.
• The impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the proposed redomiciliation.
• Failure to list our shares on Nasdaq following the proposed redomiciliation or maintain our listing thereafter.
• Inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the proposed redomiciliation.
• The disruption of current plans and operations by the proposed redomiciliation.
• The disruption to our relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders.
• The future financial performance of Criteo following the proposed redomiciliation, including our anticipated growth rate and market opportunity.
• Changes in shareholders rights as a result of the proposed redomiciliation.
• Inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program.
• Difficulty in adapting to operating under the laws of Luxembourg.
• The deferment or abandonment of the proposed redomiciliation by our board of directors up to three days prior to the general shareholders meeting to vote thereon.
• Following the completion of the proposed redomiciliation, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason.
• Costs or taxes related to the proposed redomiciliation.
• Changes in general political, economic and competitive conditions and specific market conditions.
• Adverse changes in the marketing industry.
• Changes in applicable laws or accounting practices.
• Failure related to our technology and our ability to innovate and respond to changes in technology.
• Uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory.
• Investments in new business opportunities and the timing of these investments.
• Whether the projected benefits of the proposed redomiciliation, acquisitions or other strategic transactions materialize as expected.
• Uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies (such as changes in or new tariffs).
• The impact of competition.
• Uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith.
• Our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties.
• Failure to enhance our brand cost-effectively.
• Recent growth rates not being indicative of future growth.
• Our ability to manage growth, potential fluctuations in operating results.
• Our ability to grow our base of clients.
• Risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results.

Future Outlook

The filing outlines the procedural steps for a proposed redomiciliation from France to Luxembourg, which is presented as a strategic move with potential benefits. It also mentions the possibility of a future redomiciliation to the United States. However, it explicitly cautions that forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and no assurance can be given regarding future results or achievements.

Management Comments

• "We are pleased to hereby inform you that you are convened to the general meeting of the shareholders of Criteo S.A. (the Company) to be held on February 27, 2026, at 10:00 a.m., Paris time, at the Company's registered office at 32 Rue Blanche, 75009 Paris, France, for the purposes set forth on the enclosed agenda, in connection with the proposed redomiciliation of the Company from France to Luxembourg."
• "We encourage you to read the proxy statement / prospectus and such other materials carefully and in their entirety because they contain important information about the Company and the matters to be voted upon at the General Meeting."
• "Whether or not you plan to attend the General Meeting in person, it is important that your shares be represented and voted."
• "Yours sincerely, Frederik van der Kooi For the Board of Directors Chairperson of the Board of Directors."

Industry Context

This filing is highly specific to Criteo's corporate restructuring and legal domicile, rather than providing direct insights into broader industry trends or competitive dynamics within the marketing technology sector. While the move to Luxembourg could be influenced by factors such as tax efficiency, legal frameworks, or regulatory environment, the filing does not elaborate on these motivations in an industry context. General risks related to the 'marketing industry' and 'competition' are mentioned but not detailed in relation to this specific corporate action.

Corporate Governance

Stakeholder Impact

• **Shareholders**: Will vote on significant corporate structure changes. Their rights may change as a result of the redomiciliation, and they have an option to withdraw shares for cash, subject to a threshold. Their participation in future share issuances could be limited if preferential subscription rights are withdrawn.
• **Employees, Landowners, Suppliers, Lenders, Partners, Governments**: Relationships with these stakeholders could experience disruption due to the proposed redomiciliation.
• **Customers**: While not directly mentioned, any disruption to operations or strategic focus due to the redomiciliation process could indirectly impact customer relationships and service delivery.

Next Steps

• Shareholders are encouraged to thoroughly review the proxy statement/prospectus and other relevant materials filed with the SEC.
• Shareholders must submit their proxy cards by February 23, 2026, or attend the General Meeting in person to cast their votes.
• The General Meeting will be held on February 27, 2026, to vote on the proposed redomiciliation and associated corporate governance changes.
• If approved, the conversion of Criteo S.A. from France to Luxembourg (Lux Criteo) will proceed, with the Board or its delegate finalizing the process with the Luxembourg notary.
• The company may pursue a future redomiciliation to the United States via a merger into a newly incorporated and wholly-owned U.S. subsidiary.

Key Dates

Recommendation

This filing is primarily procedural, outlining a proposed corporate redomiciliation from France to Luxembourg and associated governance changes. While the move is presented as strategic, the immediate financial benefits are not quantified, and the filing details a comprehensive list of risks inherent in such a complex transaction and general business operations. The authorization for share buybacks could be seen as positive, but the potential for dilution through new share issuances with withdrawn preferential rights introduces uncertainty. Given the lack of new financial performance data and the focus on structural changes, a 'hold' recommendation is appropriate as investors await further clarity on the strategic rationale, financial implications, and successful execution of the redomiciliation.

Keywords

Criteo, redomiciliation, Luxembourg, France, corporate governance, shareholder meeting, proxy statement, SEC filing, corporate structure, share capital, board authorization, stock buyback, auditor appointment, marketing technology, ad tech