Criteo SA

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the cross-border merger of Lux Criteo with and into Criteo Holdings, Inc., with U.S. Criteo surviving, and approve and adopt the Merger Agreement and Common Draft Terms, after acknowledging the required conflict-of-interest report and availability of required merger documents and accounts.

   More detail

   The Merger Proposal asks shareholders to approve the cross-border merger of Lux Criteo into its wholly owned Delaware subsidiary, Criteo Holdings, Inc., with the subsidiary surviving as the public company. It also asks shareholders to approve and adopt the August 5, 2026 Merger Agreement and Common Draft Terms of Cross-Border Merger. The proposal incorporates Luxembourg’s required procedural steps, including acknowledgment of the board conflict-of-interest report and confirmation that the merger reports, independent expert report, transaction documents and accounts were made available for inspection. At the effective time, Lux Criteo would dissolve without liquidation, its assets and liabilities would vest in U.S. Criteo, and outstanding ordinary shares would be exchanged one-for-one for U.S. Criteo common stock. The surviving company is expected to list its common stock on the NYSE under the existing CRTO symbol, replacing the Nasdaq listing. Management is seeking approval to complete the planned redomiciliation from Luxembourg to Delaware, which it believes could facilitate broader inclusion in major U.S. stock indices and improve access to passive capital. The transaction is subject to shareholder approval and other conditions, including effectiveness of the Form S-4, exchange listing approval, absence of prohibitive laws or orders, and required governmental authorizations. The proposal requires a two-thirds majority of votes cast after satisfaction of the applicable quorum. The board recommends voting FOR because it believes the merger and related documents are in the best interests of Lux Criteo and its shareholders.

2. 2

   Discharge Proposal

   ManagementBoard: FOR

   Grant a discharge (quitus) to the directors of Lux Criteo for the performance of their mandates from January 1, 2026 through the date of the General Meeting.

   More detail

   The Discharge Proposal asks shareholders to grant the directors of Lux Criteo a discharge, or quitus, for their mandates during the period from January 1, 2026 through the General Meeting. Under Luxembourg law, a discharge generally operates as a waiver of the company’s right to seek damages from directors for matters covered by the discharge. It does not eliminate the directors’ potential liability to third parties. The discharge is effective only if the accounts presented to shareholders contain no omissions or false information concealing the company’s true situation and if actions outside the articles of association were properly disclosed in the convening notice. The proposal is being presented in the context of the company’s planned merger and transition from Luxembourg to Delaware. Approval would provide the directors with the customary corporate release for their service during the specified period before the merger takes effect. Minority shareholders holding at least 10% of voting rights may retain the ability to bring a derivative action on behalf of the company under Luxembourg law. The proposal is independent of the Merger Proposal and is not conditioned on approval of another proposal. The board recommends voting FOR the discharge, consistent with its recommendation on all matters before the meeting.

3. 3

   Omnibus Plan Proposal

   ManagementBoard: FOR

   Approve the Criteo Holdings, Inc. 2027 Omnibus Incentive Plan, including authorization of its initial share reserve, for equity and other incentive awards following the merger.

   More detail

   The Omnibus Plan Proposal asks shareholders to approve the Criteo Holdings, Inc. 2027 Omnibus Incentive Plan and authorize its initial share reserve. The plan is intended to become effective at the merger’s effective time and govern future equity awards by the Delaware surviving corporation. It permits options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards and cash awards for employees, officers, non-employee directors, consultants and independent contractors. The proposed share reserve is 5,130,000 shares, subject to a reduction for awards granted under the prior plans before the new plan becomes effective. Management cites recruiting, retention, performance alignment and long-term growth incentives as the principal reasons for adopting the plan. The plan includes governance features such as a 12-month minimum vesting period for most awards, no evergreen replenishment, no discounted options, no repricing without shareholder approval, limits on director compensation and clawback provisions. Existing awards under the prior shareholder-approved plans would be assumed and converted one-for-one into awards relating to U.S. Criteo common stock, while the prior plans would no longer be used for new grants. Approval is conditioned on approval of the Merger Proposal, reflecting that the plan is designed for the post-merger Delaware company. The board recommends voting FOR because it views the plan as necessary to maintain an effective equity-based compensation program and support the company’s ability to attract, retain and incentivize personnel.

4. 4

   Delegation Proposal

   ManagementBoard: FOR

   Authorize the board of directors or its designees, acting individually with substitution authority, to complete the notarial acknowledgment and all filings, notifications, publications and other actions needed to implement the merger and related proposals.

   More detail

   The Delegation Proposal asks shareholders to authorize the Lux Criteo board or any authorized designee to carry out the formal steps needed to implement the merger. The authority includes appearing before a Luxembourg notary to execute the acknowledgment, or constat, deed confirming that the merger conditions have been satisfied or waived. It also covers filings, notifications, publications and other actions considered necessary or advisable in connection with the merger and related proposals. The authorization may be exercised individually and severally, with full power of substitution, providing flexibility for implementation logistics. The proposal is intended to avoid requiring a further shareholder vote for ministerial or execution-related steps after the substantive approvals are obtained. It is particularly relevant because Luxembourg merger law requires formal documentation and confirmation of the conditions precedent. The proposal does not itself approve the economic terms of the merger; those terms are addressed principally in the Merger Proposal. Approval is expressly conditioned on approval of the Merger Proposal. The board recommends voting FOR because the delegation would facilitate timely completion of the approved transaction and related filings.

Upcoming shareholder meetings at Criteo SA’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Criteo SA 2026 special meeting?

Criteo SA (CRTO) holds its 2026 special shareholder meeting on Tuesday, December 29, 2026.

What is the record date for the Criteo SA 2026 meeting?

The record date for the Criteo SA 2026 meeting is Thursday, October 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Criteo SA's 2026 meeting?

The board is presenting 14 director nominees at the Criteo SA 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Criteo SA 2026 meeting?

Shareholders will vote on 4 proposals at the Criteo SA 2026 meeting, each tagged with who proposed it and the board's recommendation.