科韬美股招股说明书(2026-01-22版)

Dear Fellow Shareholders: I am excited to share an important milestone in our company’s journey – one that positions us for greater agility and enhanced shareholder value. Wepreviously announced our intention to pursue a corporate redomiciliation from France to Luxembourg via the cross-border conversion (the“Conversion”) of Criteo S.A., a French public limited liability company (“French Criteo”), into a Luxembourg public limited liability company (“LuxCriteo”), subject to certain closing conditions, including shareholder approval. We expect that the ordinary shares of Lux Criteo will be directly listedon Nasdaq. References herein to “Criteo” or the “Company” are to, in respect of the time period prior to the effectiveness of the Conversion, FrenchCriteo and, in respect of the time period following the effectiveness of the Conversion, Lux Criteo. This decision follows a thorough evaluation by our board of directors and executive leadership team. We believe that the redomiciliation to Luxembourgand the direct listing of Criteo’s ordinary shares on Nasdaq offer significant benefits, including: (i)Positioning the Company for potential inclusion in certain U.S. indices, subject to meeting other criteria, thereby expanding theCompany’s access to passive investment capital, triggering associated benchmarking from actively managed funds and broadening itsshareholder base.(ii)Providing greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases andholdings of treasury shares.(iii)Eliminating fees (including the annual fees currently incurred by ADS holders) and complexities associated with our AmericanDepositary Shares (“ADSs”). In addition, Luxembourg has a well-established regime of cross-border mergers between Luxembourg and U.S. companies, which would facilitate asubsequent transfer to the United States. We believe that becoming a U.S.-domiciled company would offer further advantages by allowing broader indexinclusion and enabling broader access to passive capital. Following the Conversion, we intend to pursue a subsequent corporate redomiciliation fromLuxembourg to the United States if our board of directors determines such action is in the best interests of Criteo and its shareholders, pending theCompany’s works council established at the level of the Criteo Economic and Social Unit (Unité Economique et Sociale), in the context of theinformation and consultation process required under French law, and subject to required approvals, via a cross-border merger of Lux Criteo into a newlyincorporated and wholly-owned U.S. subsidiary (the “Merger”). Our vision, strategy, and operations will remain unchanged. Our platform is built for the future of commerce, combining AI innovation, cross-channelreach, full-funnel capability, and self-service flexibility – positioning us to capture the most important shifts in commerce and advertising. We areentering a new chapter of our evolution, integrating Performance Media, Retail Media, and agentic AI to deliver seamless and intelligent commerceexperiences. This transaction reflects our confidence in Criteo’s future and our commitment to ensuring we have the optimal structure to create increased shareholdervalue and compete effectively in the global technology sector, while preserving our French heritage and foundation, which play an important role in oursuccess. This change will not impact our global operations, including our AI Lab and broader research and development activities in France. A general meeting of the Company’s shareholders (the “General Meeting”) will be held on February27, 2026, at 10:00 a.m., Paris time, at ourregistered office at 32 Rue Blanche, 75009 Paris, France to obtain approval by the Company’s shareholders for the Conversion and certain relatedproposals further described in the accompanying proxy statement / prospectus. After careful consideration, on January6, 2026, our board of directors approved the Conversion and related matters to be voted upon at the GeneralMeeting and recommended that the Company’s shareholders voteFOR Table of Contents the approval of each of the matters to be considered and voted upon at the General Meeting. Our board of directors believes this is in the best interests ofthe Company and its shareholders. You are not being asked to approve the Merger at this time. We urge you to read the accompanying proxy statement / prospectus carefully and in its entirety.In particular, you should carefully read the “RiskFactors” section beginning on page 22 for a discussion of risks you should consider in evaluating the proposals before voting. Whether or not you plan to attend the General Meeting in person, it is important that your shares be represented and voted. Please completeand return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement /prospectus and on your proxy card. If you have any questions r