2019 Annual financial report

It should be noted that the delegations that expired in 2019 and that were not used during that financial year are not included in the above table, namely the 25^th and 26^th resolutions of the General Shareholders’ Meeting of May 25, 2016, the 24^th and 26^th resolutions of the General Shareholders’ Meeting of May 31, 2017, the 28^th and 29^th resolutions of the General Shareholders’ Meeting of May 30, 2018. The share buybacks in 2019 under the authorization approved in the 19^th resolution of the General Shareholders’ Meeting of May 30, 2018, which expired at the General Shareholders’ Meeting of May 29, 2019, are discussed in Section 8.3.3.

Existence of nonrepresentative shares, their amount and main features

All shares are representative of the Company’s share capital.

Number, carrying amount and par value of shares held by the issuer itself or on its behalf, or by its subsidiaries

Treasury shares

The Combined Ordinary and Extraordinary General Shareholders’ Meeting of May 29, 2019, in its 22^nd resolution, authorized the Management Board to carry out, or to have carried out, purchases in order to fulfill the following objectives:

1. to grant or transfer shares to employees and/or corporate officers of the Company and/or of the Group in accordance with terms and conditions provided for by applicable law;
2. lto deliver shares in order to honor commitments related to securities convertible to equity through redemption, conversion, exchanges, presentation of a warrant, or in any manner for the awarding of the Company’s common stock;
3. to hold and subsequently deliver shares for exchange in a merger, spin-off or asset contribution, for payment, or other, in external growth operations;
4. to stimulate the secondary market or liquidity of Publicis Groupe SA’s shares through an investment services provider in the name and on the behalf of the Company, in line with AMF accepted market practice and in accordance with a liquidity contract, which complies with the Code of Ethics recognized by the French Regulatory Authority (Autorité des marchés financiers, or AMF) or any other applicable regulations;
5.  to cancel all, or some, of the shares acquired, under the conditions permitted by law.

This buyback program would also permit the Company to trade in its own shares with any other authorized purpose or accepted market practice or any that would become so by the law or regulations in force. In such a case, the Company would inform its shareholders through a press release.

The Company may, directly or indirectly, through an intermediary or an investment services provider, purchase, sell or transfer its shares as often as it wishes, at any time and by all means authorized now or in the future by the regulations in force, on regulated markets, multilateral trading systems, with systematic internalizers or over the counter, including by purchasing or selling of blocks of shares (without limiting any part of the buyback program that may be conducted by this means), sale with option to repurchase, by public offering to purchase or exchange, by use of options mechanisms or by use of any derivative financial instrument, or by use of warrants or, more generally, securities convertible into the Company’s equity. The Company may also hold the shares purchased and/or cancel them subject to authorization by an Extraordinary General Shareholders’ Meeting and in compliance with the applicable regulations.

However, unless there is prior authorization by the General Shareholders’ Meeting, the Management Board cannot use this authorization once a third party has filed a public bid for Company shares, until the end of the offer period.

The maximum number of shares that may be bought may not, at any time, exceed 10% of the shares in the share capital, this percentage applying to a share capital adjusted on the basis of transactions affecting it after the General Shareholders’ Meeting of May 29, 2019. Moreover, the Company may not at any time own more than 10% of its share capital on the date in question.

The maximum amount of this authorization is set at one billion, nine hundred and ninety nine million, six hundred and twenty three thousand, three hundred (1,999,623,300) euros net of costs.

The maximum share purchase price is set at euro 85, excluding purchase costs, it being noted that this price does not apply to share buybacks used to satisfy free share grants or option exercises involving employees and/or corporate officers of the Company and of the Group.

This authorization for a period of 18 months canceled, for the unused portion and the remaining time period, and replaced, that previously granted by the 19th resolution of the General Shareholders’ Meeting on May 30, 2018.

The description of the share buyback program was made available on the Publicis Groupe website.