Société anonyme

Share capital of €1,391,497.375

Registered Office: 32, rue Blanche, 75009 Paris Registered under number: 484 786 249 R.C.S. Paris

RESOLUTIONS SUBMITTED TO THE COMBINED SHAREHOLDERS' MEETING OF FEBRUARY 27, 2026

AGENDA

The general meeting of Criteo (the "Company" or "French Criteo") (the "General Meeting") is convened specifically for the following purposes (the "Proposals"):

  1. To consider and vote on a proposal to convert French Criteo, without being dissolved, wound up or placed into liquidation, into a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (such entity, "Lux Criteo" and such transaction, the "Conversion"), thereby transferring its registered office (siège statutaire) and central administration (administration centrale) to the Grand Duchy of Luxembourg, while retaining its legal personality and continuing the terms of office of its directors as of the effective time of the Conversion (the "Effective Time"), i.e., the date of enactment of the Constat Deed (as defined below) by the Luxembourg notary upon the completion of the legality control of the Conversion (the "Conversion Proposal"). References herein to "Criteo" or the "Company" are to, in respect of the time period prior to the Conversion, French Criteo and, in respect of the time period following the Effective Time, Lux Criteo.

  2. After having acknowledged the report prepared by the board of directors of the Company (the "Board of Directors") in accordance with Article 420-26(5) of the Luxembourg Company Law detailing the reasons for the proposal to authorize the Board of Directors to limit or withdraw the shareholders' preferential subscription rights in respect of the issuance of any new shares from Lux Criteo's authorized share capital, to consider and vote on a proposal to adopt the articles of association of Lux Criteo, (the "Lux Articles"), to be effective as of the Effective Time, which, among other things, provide for (a) an authorized share capital excluding the issued and outstanding share capital as of the Effective Time, set at an amount equal to 10% of the issued and outstanding share capital of the Company at the Effective Time as confirmed in the acknowledgment (constat) deed enacted by the Luxembourg notary in the context of the Conversion (the "Constat Deed"), rounded down to the nearest whole number, which consists of a number of shares equal to such authorized share capital divided by the per share nominal value of EUR 0.025; (b) an authorization for the Board of Directors, for a period of five years from the Effective Time, to (i) issue new shares with or without share premium, having the same rights as the existing shares, any subscription and/or conversion rights, including options, time-based restricted stock units, performance-based restricted stock units, warrants or similar instruments and any other instruments convertible into or repayable by or exchangeable for new shares, and to limit or withdraw the shareholders' preferential subscription rights to the new shares in accordance with Article 420-26(5) of the Luxembourg law dated 10 August 1915 on commercial companies, as amended, (the "Luxembourg Company Law"), and (ii) proceed to a gratuitous allocation of existing shares or shares to be issued from and within the limits of the authorized share capital; (c) an authorization to the Board of Directors for a period of 18 months from the Effective Time to acquire up to 11,000,000 shares (for the avoidance of doubt, this number does not include the shares acquired and held in treasury by the Company prior to the Effective Time); and hold its own shares, in accordance with, Article 430-15(1) of the Luxembourg Company Law and the conditions set forth in the Lux Articles; and (d) an

    authorization to the Board of Directors for a period of five years from the Effective Time to proceed with the cancellation of any own shares held in treasury from time to time, including the cancellation of any treasury shares acquired by the Company prior to the Effective Time (the "Charter Proposal").

  3. To consider and vote on a proposal to appoint Deloitte Audit, a private limited liability company (société à responsabilité limitée), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B67895, as statutory auditor (réviseur d'entreprises agréé) of the Company, as of the Effective Time, for a mandate expiring at the second annual meeting of the Company following the Effective Time (the "Auditor Proposal").

  4. To consider and vote on a proposal to approve, authorize and empower the Board of Directors or any person duly appointed and authorized by the Board of Directors, acting individually with full power of substitution and full power of sub-delegation, in the name and on behalf of the Company, (i) for the purposes of the Constat Deed to be passed by the Luxembourg notary in the context of the Conversion, to confirm the following information to the Luxembourg notary as of the date of the Constat Deed: (a) the name, professional address and the terms of office of the directors of the Company; (b) the amount of the issued share capital, the number of ordinary shares and the nominal value of each ordinary share of the Company, for the purposes of including in article 5.1 of the Lux Articles the correct amount of issued share capital, the number of ordinary shares and nominal value of each ordinary share of the Company; and (c) the satisfaction or waiver of any conditions precedent to the Conversion set forth in the draft terms of the Conversion dated January 6, 2026, and (ii) to effect, implement and carry out any actions, steps, formalities or execute any documents, confirmations, acknowledgments, notices as our Board of Directors or such delegate deems relevant, necessary or appropriate, in its sole discretion, in connection with the passing of the Constat Deed before the Luxembourg notary and the Conversion (the "Delegation Proposal").

  5. To approve the adjournment or postponement of the General Meeting to a later date or dates to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Conversion Proposal, the Charter Proposal, the Auditor Proposal or the Delegation Proposal (the "Adjournment Proposal").

    The approval of each of the Conversion Proposal, Charter Proposal, Auditor Proposal and Delegation Proposal is conditioned on the approval of the others.

    ****

    TEXT OF THE RESOLUTIONS

    RESOLUTIONS WITHIN THE AUTHORITY OF THE EXTRAORDINARY SHAREHOLDERS' MEETING

    First Resolution

    Conversion Proposal

    The General Meeting, acting under the conditions of quorum and majority required for extraordinary shareholders' meeting,

    having reviewed:

    • the draft terms of the Conversion dated January 6, 2026 setting forth the terms and conditions of the Conversion and filed with the registry of the Paris Court of Economic Activities (Tribunal des affaires économiques de Paris) on January 7, 2026 (the "Conversion Terms");

    • the report on the Conversion established by the Board of Directors in accordance with the terms of Articles L. 236-36 and R. 236-24 of the French Commercial Code applicable by referral from Article

      L. 236-50 of the same Code (the "Board Report"), to which is attached the opinion of the Social and Economic Committee (Comité social et économique - the "Works Council") of the Criteo Economic and Social Unit (Unité Economique et Sociale - the "Criteo UES") on the Conversion Terms dated January 5, 2026; and

    • the report on the dissenter price established on January 6, 2026 pursuant to Articles L. 236-40 and

      R. 236-26 to R. 236-28 of the French Commercial Code, applicable by referral from Article L. 236-50 of the French Commercial Code and to the process described in the Conversion Terms, under which any holders of ordinary shares of the Company who vote against the Conversion at the General Meeting will be entitled to surrender their shares for EUR 17.94 per share (the "Dissenter Price") in cash (the "Dissenter Option"), by Finexsi - Expert & Conseil Financier, professionally domiciled at 14, rue de Bassano, 75116 Paris, registered with Paris Trade and Registry under number 415 195 189, appointed by order of the President of the Paris Court of Economic Activities dated October 31, 2025, pursuant to Article L. 236-37 of the French Commercial Code, applicable by referral from Article L. 236-50 of the same Code,

    • the Lux Articles;

      approves the Conversion in its entirety, in accordance with the provisions of the Conversion Terms, acknowledges that the completion of the Conversion is subject to the satisfaction or, to the extent permitted by applicable law, waiver, of the following conditions precedent:

      1. the (i) total number of shares for which the Dissenter Option is validly exercised not exceeding 10% of the Company's outstanding share capital, and (ii) final aggregate Dissenter Price not exceeding EUR 94.25 million;

      2. an affirmative answer from the French tax authorities to the tax ruling request submitted by the Company, confirming that the reorganization would not trigger material French tax consequences;

      3. approval at the General Meeting of the resolutions on (i) the Conversion Proposal and the Charter Proposal by a two-thirds majority of the votes cast by shareholders present or represented, and

        (ii) the Auditor Proposal and the Delegation Proposal by a majority of the votes cast by the shareholders present or represented;

      4. obtaining the certificate of conformity to be issued by the registry of the Paris Court of Economic Activities (Tribunal des activités économiques de Paris) in accordance with Articles L. 236-42, R. 236-29 and R. 236-30 of the French Commercial Code, applicable by referral from Article L. 236-50 of the same Code;

      5. execution of the Constat Deed by the Luxembourg notary and notarization of Lux Criteo's amended and restated articles of association as adopted by the General Meeting;

      6. the registration statement on Form S-4 filed with the U.S. Securities Exchange Commission (the "SEC") with respect to the ordinary shares of the Company shall have become effective under the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder (as amended), and no stop order suspending the effectiveness of such registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and

      7. confirmation from Nasdaq that the ordinary shares of the Company will be listed on Nasdaq following the Conversion.

acknowledges that if the Conversion is not be completed by June 30, 2027 at the latest (the "Long Stop Date"), the Conversion Terms shall be deemed null and void, unless the Board of Directors decides at its sole discretion on or before such date that it is in the best interest of the Company to extend this Long Stop Date;

further approves the conversion of the Company, without being dissolved, wound up or placed into liquidation, into a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, thereby transferring its registered office (siège statutaire) and central administration (administration centrale) to the Grand Duchy of Luxembourg, while retaining its legal personality and continuing the terms of office of its directors as of the Effective Time; and

acknowledges that the approval of the Conversion Proposal is conditioned on the approval of the Charter Proposal, Auditor Proposal and Delegation Proposal.

Second Resolution

Charter Proposal

The General Meeting, acting under the conditions of quorum and majority required for extraordinary shareholders' meeting,

having reviewed:

  • the Lux Articles;

  • the Conversion Terms;

  • the Board Report;

  • the report established by the Board of Directors in accordance with Article 420-26(5) of the Luxembourg Company Law detailing the reasons for the limitation or withdrawal of the shareholders' preferential subscription rights in respect of the issuance of any new shares from Lux Criteo's authorized share capital;

approves the Lux Articles in their entirety, the main terms of which include, among other things:

  • addition of the following item in the corporate purposes of the Company, in line with market practice in Luxembourg: "borrowing in any form, issuance of notes, bonds and any kind of debt and equity securities, lending funds, including, without limitation, the proceeds of any borrowings, to its subsidiaries, affiliated companies and any other companies, giving guarantees and pledging, transferring, encumbering or otherwise creating and granting security over some or all of its assets to guarantee its own obligations and those of any other company, and, generally, for its own benefit and that of any other company or person";

  • an authorized share capital, excluding the outstanding share capital, to be set at an amount equal to 10% of the issued and outstanding share capital of the Company at the Effective Time as confirmed in the Constat Deed, rounded down to the nearest whole number, which consists of a

    number of shares equal to such authorized share capital divided by the per share nominal value of EUR 0.025. The Board of Directors is authorized, for a period of five (5) years from the Effective Time:

    1. within the limits of the authorized share capital to issue:

      1. new shares with or without share premium, having the same rights as the existing shares, any subscription and/or conversion rights, including options, time-based restricted stock units, performance-based restricted stock units, warrants or similar instruments and any other instruments convertible into or repayable by or exchangeable for new shares with or without share premium, having the same rights as the existing shares (the "New Shares") and determining the subscription price for the New Shares so issued, as well as determining the type of consideration to be paid for any such New Shares upon subscription which may include, without limitation (x) cash, including the setting off of claims against the Company that are certain, due and payable, (y) payment in kind, and (z) reallocation of the share premium, profit reserves or other reserves of the Company;

      2. any subscription and/or conversion rights, including options, time-based restricted stock units, performance-based restricted stock units, warrants or similar instruments (together referred to as the "Share Rights"); and

      3. any other instruments convertible into or repayable by or exchangeable for New Shares (the "Convertible Instruments");

    2. to limit or withdraw the shareholders' preferential subscription rights to the New Shares in accordance with Article 420-26(5) of the Luxembourg Company Law, and determine the persons who are authorized to subscribe to the New Shares,

    3. to determine the place and date of the issue, the issue price, the terms and conditions of the subscription for, and paying up on the New Shares, Share Rights and/or Convertible Instruments;

    4. to record each share capital increase carried out within the limits of the authorized share capital by way of a notarial deed and amend the share register and the Lux Articles accordingly; and

    5. to delegate to any authorized director or any other duly authorized person the right to collect subscriptions and receive payment, as applicable, for the New Shares representing all or part of the amount of the share capital increase.

  • authorization to the Board of Directors, for a period of five years from the Effective Time to proceed to a gratuitous allocation of existing shares or shares to be issued from and within the limits of the authorized share capital, to:

    1. salaried members of the staff 1a): of the Company or 1b): of companies or economic interest groupings of which 10% at least of the share capital or voting rights are held directly or indirectly by the Company or 1c): of companies or economic interest groupings directly or indirectly holding at least 10% of the Company's share capital or voting rights or 1d): of the companies or economic interest groupings of which at least 50% of the share capital or voting rights are held directly or indirectly by a company which itself holds, directly or indirectly, at least fifty percent (50%) of the Company's share capital;

    2. corporate officers of the Company or of the companies mentioned above or to certain categories thereof;

      for the avoidance of doubt, the Board of Directors may proceed to a gratuitous allocation of existing shares or new shares within the limits of the authorized share capital, including, without limitation to the foregoing, in satisfaction of the Company's obligations to deliver shares to (i) the holders of time-based restricted stock units issued prior to the Effective

      Time pursuant to the terms and conditions of the Amended and Restated 2015 Time-Based Restricted Stock Units Plan, adopted by the Board of Directors on April 23, 2020, as last amended on April 15, 2024, and/or (ii) the holders of the performance-based restricted stock units issued prior to the Effective Time pursuant to the terms and conditions of the Amended and Restated 2015 Performance-Based Restricted Stock Units Plan adopted by the Board of Directors on April 23, 2020 as last amended on April 15, 2024; and

    3. fix the terms and conditions of any gratuitous allocation of shares.

  • authorization to the Board of Directors for a period of 18 months from the Effective Time, in accordance with Article 430-15(1) of the Luxembourg Company Law, and any other applicable laws and regulations (including any rules and regulations of any stock market, exchange or securities settlement system on which the shares are traded, as may be applicable to the Company), either by itself or through a person acting in his own name but on the Company's behalf to acquire and hold its own shares, from time to time, provided that:

    1. the shares so authorized to be acquired shall all be fully paid-up issued shares;

    2. the maximum number of shares acquired by the Company shall be 11,000,000 (for the avoidance of doubt, this number does not include the shares acquired and held in treasury by the Company prior to the Effective Time);

    3. in the case of acquisition for value, the price to be paid for each share shall be as follows:

      1. in the case of acquisitions other than in the circumstances set forth under (ii) -a net purchase for each share which shall be (x) no less than the nominal value of the share and (y) no more than fifty percent (50%) above the highest closing price for a share on the principal national securities exchange on which the shares are listed (the "Closing Price"), over the ten (10) trading days preceding the date of the acquisition (or as the case may be the date of the commitment to the transaction),

      2. in the case of a tender offer where a formal offer is published, a net purchase price or a purchase price range for each share, each time within the following parameters: (x) no less than the nominal value of the share and (y) no more than fifty percent (50%) above the Closing Price over the ten (10) trading days preceding the publication date, provided however, that if the Closing Price during the offer period fluctuates by more than 10%, the Board of Directors may adjust the offer price or range to account for such fluctuations;

    4. the acquisitions, including the shares previously acquired and held by the Company, and shares acquired by a person acting in its own name but on the Company's behalf, must not result in the net assets of the Company being reduced below the thresholds set forth in paragraphs (1) and (2) of Article 461-2 of the Luxembourg Company Law; and

    5. the offer to acquire must be made on the same conditions to all shareholders being in similar situation, except for the acquisitions decided unanimously at a general meeting at which all the shareholders were present or represented; as long as the Company is a listed company, it may acquire its own shares on the stock exchange without the need to make an acquisition offer to the shareholders;

  • the acquisition of shares made in accordance with the authorization set forth in the foregoing paragraph may be carried out for any purpose as may be permitted under the applicable laws and regulations, including but not limited to, securing availability of shares for any Share Rights and/or other share-based incentive plans as may be implemented by the Company from time to time (including, for the avoidance of doubt, prior to the Effective Time); offering shares in the context of acquisitions of other businesses; or reducing the share capital of the Company;

  • authorization to the Board of Directors for a period of five years from the Effective Time, the Board of Directors is authorized to proceed with the cancellation of any own shares held in treasury from time to time, including the cancellation of any treasury shares acquired by the Company

    prior to the Effective Time. The Board of Directors, or a representative duly authorized by the Board of Directors, is authorized to appear before a public notary in Luxembourg for the purpose of amending the Lux Articles to reflect the share capital reduction resulting from the cancellation of any own shares held by the Company in accordance with the Lux Articles;

  • a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company (provided that the Board of Directors with at least a two-thirds majority of the directors present or represented recommends to the Company's shareholders to accept the offer) if, during a specified offer period of at least one month, the offeror acquires a number of shares which, together with the shares already owned by such offeror prior to the offer, represents at least 95% of the shares of Lux Criteo in issue; and

  • acknowledges that the approval of Charter Proposal is conditioned on the approval of the Conversion Proposal, Auditor Proposal and Delegation Proposal.

RESOLUTIONS WITHIN THE AUTHORITY OF THE ORDINARY SHAREHOLDERS' MEETING

Third Resolution

Auditor Proposal

The General Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meeting,

having reviewed the Lux Articles and the Board Report;

having acknowledged that the mandates of Deloitte & Associés and Nexbonis Advisory, current statutory auditors of the Company, will automatically terminate on the Effective Time as a result of the Conversion;

decides to appoint Deloitte Audit, a private limited liability company (société à responsabilité limitée), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B67895, as statutory auditor (réviseur d'entreprises agréé) of the Company, as of the Effective Time, for a mandate expiring on the second annual meeting of the Company following the effectiveness of the Conversion; and

acknowledges that the approval of the Auditor Proposal is conditioned on the approval of the Conversion Proposal, Charter Proposal and Delegation Proposal.

Fourth Resolution

Delegation Proposal

The General Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meeting,

having reviewed the Lux Articles and the Board Report,

authorizes and empowers the Board of Directors or any person duly appointed and authorized by the Board of Directors, acting individually with full power of substitution and full power of sub-delegation, in the name and on behalf of the Company:

  1. for the purposes of the Conversion, acknowledging, as necessary, the final completion of the Conversion and, in particular, acknowledging the fulfillment of the conditions precedent set forth in section 12 of the Conversion Terms (subject, to the extent permitted by applicable law, to the waiver of all or part of said conditions precedent by the Board of Directors);

  2. negotiating, signing, and amending any deed, statement, or contract necessary for the completion of the Conversion as well as, to the extent necessary, prepare any reiterative, confirmatory,

    corrective, or supplemental documents to the Conversion Terms, make all acknowledgments, findings, communications, and formalities, including the declaration of conformity required by applicable law, that may be necessary for the purposes of the final completion of the Conversion;

  3. for the purposes of the Constat Deed to be passed by the Luxembourg notary in the context of the Conversion, to confirm the following information to the Luxembourg notary as of the date of the Constat Deed:

    1. the name, professional address and the terms of office of the directors of the Company;

    2. the amount of the issued share capital, the number of ordinary shares and the nominal value of each ordinary share of the Company, for the purposes of including in article 5.1 of the Lux Articles the correct amount of issued share capital, the number of ordinary shares and nominal value of each ordinary share of the Company; and

    3. the satisfaction or waiver of any conditions precedent to the Conversion set forth in the Conversion Terms, and

  4. to effect, implement and carry out any actions, steps, formalities or execute any documents, confirmations, acknowledgments, notices as the Board of Directors or such delegate deems relevant, necessary or appropriate, in its sole discretion, in connection with the passing of the Constat Deed before the Luxembourg notary and the Conversion; and

acknowledges that the approval of the Delegation Proposal is conditioned on the approval of the Conversion Proposal, Charter Proposal and Auditor Proposal.

Fifth Resolution

Adjournment Proposal

The General Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meeting,

authorizes the chairperson of the General Meeting to adjourn or postpone the General Meeting to a later date or dates to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Conversion or the Charter Proposal.

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Criteo SA published this content on January 22, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on January 22, 2026 at 12:06 UTC.