Business Description

meeting of the Company’s shareholders on February 27, 2026. If shareholder approval is obtained, and the other conditions are satisfied or waived, the Conversion is expected to be completed in the third quarter of 2026. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States, subject to the Company's Board of Directors' (the "Board") determination that such action is in the best interests of the Company and its shareholders. Business Overview Criteo connects the global commerce ecosystem for brands, agencies, retailers, and media owners to drive measurable business outcomes. Powered by Artificial intelligence ("AI") and inform ed by $1 trillion in an nual commerce transactions, our technology enables discovery, engagement, and conversion across the shopper journey. We reach shoppers wherever they are with personalized advertising and deliver the outcomes that matter most to brands. All of this is powered by our unique commerce data foundation and AI-driven performance engine that increasingly acts as an orchestration platform and decisioning layer across the ecosystem, operating at global scale. We deliver value to marketers and media owners through our Commerce Intelligence Platform, which combines scalable commerce data, broad media access, and predictive AI to reach and engage shoppers in real time with highly relevant ads. In 2025, we powered ove r $39 billion in commerce outcomes, activated more than $4.3 billion of media spend, and delivered 2 trillion targeted ads across the open internet and retailer ecosystems. Our platform serves approximately 17,000 clients , including leading global brands, retailers, and media owners. In Performance Media, we help them capture user activity on their websites and mobile apps, referred to as digital properties, and translate that intent data into actionable insights. This enables our clients to deliver high-performing campaigns across all stages of the marketing funnel, from discovery to conversion. In Retail Media, we help brands reach consumers near the digital point of sale on retailer and marketplace sites, while enabling retailers to monetize their audiences and inventory. Each of the last three years, our average client retention rate remained approximately 90%, demonstrating the durability of our platform and relationships. Criteo’s competitive advantage lies in three core assets: 1. Actionable Commerce Data: We curate one of the largest commerce data sets in the world, normalizing and mapping ove r 5 billion SKUs to brands, merchants, and transactions. This gives us unique insight into people– product relationships and purchase intent across categories and channels. 2. Extensive, Cross-Channel Media Access: We reach approximately 740 million daily active users through direct integrations with thousands of media owner partners, and more than 3 billion daily active users through social media networks, enabling advertisers to engage shoppers at scale while maintaining the highest standards of consumer privacy. 3. Proprietary Predictive AI: With over two decades of AI innovation, our models continuously learn from billions of shopping interactions, including product views, clicks, shopping carts and transactions, optimizing campaigns in real time to deliver superior outcomes for our clients. 2 Every day, our algorithms analyze vast amounts of commerce data to predict intent, personalize ad creatives , and optimize bids, all in compliance with global privacy standards such as the General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act of 2018 (the “CCPA”) . This continuous learning loop improves performance and strengthens our platform’s intelligence over time. Criteo operates at the intersection of commerce, media, and technology, uniquely positioned to capture the next wave of growth in digital advertising. As consumer journeys expand across retail media, the open web, social, connected television ("CTV"), and emerging AI-driven experiences, our platform enables advertisers to reach audiences wherever they shop, and to do so with precision, scale, and trust. Industry Trends Criteo operates at the center of profound shifts in the digital advertising and commerce ecosystems. Consumer attention continues to fragment across devices, channels and emerging AI-driven environments, creating both complexity for marketers and opportunity for Criteo.…