Criteo Gains Shareholder Approval for Luxembourg Redomiciliation in Q3 2026

CRTOCRTO

Criteo shareholders approved plans to redomicile the company from France to Luxembourg via cross-border conversion in the third quarter of 2026. The move aims to replace American Depositary Shares with ordinary shares, enhance capital flexibility, boost liquidity and position Criteo for potential inclusion in U.S. indices.

1. Shareholder Approval and Voting Results

On February 27, 2026, Criteo held a general meeting where shareholders overwhelmingly approved all proposals related to the company’s redomiciliation from France to Luxembourg. The vote cleared the way for the pending cross-border conversion, marking a key milestone in Criteo’s corporate restructuring plan.

2. Redomiciliation Process and Timeline

The redomiciliation involves transferring Criteo’s legal domicile to Luxembourg through a cross-border conversion scheduled for completion in the third quarter of 2026, subject to customary closing conditions. Upon conversion, American Depositary Shares will be replaced by ordinary shares directly listed on Nasdaq.

3. Expected Strategic Advantages

The relocation is designed to eliminate ADS fees and complexities, improve stock liquidity and expand capital management flexibility by easing share repurchase restrictions. Additionally, direct listing of ordinary shares may position Criteo for potential inclusion in U.S. indices, broadening access to passive investment capital and active fund benchmarks.

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