2020 Annual Financial Report

It should be noted that the delegations that expired in 2020 and that were not used during that financial year are not included in the above table, namely the 20th to 27th resolutions of the General Shareholders’ Meeting of May 30, 2018, and the 24th, 26th and 27th resolutions of the General Shareholders’ Meeting of May 29, 2019. The share buybacks in 2020 under the authorization approved in the 22nd resolution of the General Shareholders’ Meeting of May 29, 2019, which expired at the General Shareholders’ Meeting of May 27, 2020, are discussed in Section 8.3.3.

8.3.2    Existence of non-representative shares, their amount and main features

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

8.3.3    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 Shareholders’ Meeting of May 27, 2020, in its 20th 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 its Groupe, in accordance with the terms and conditions and procedures provided for by applicable regulations, in particular as part of a statutory profit-sharing in the Company’s expansion, by allotting free shares or granting stock options, or through company savings plans or inter-company savings plans, or by any other method of compensation in shares, in accordance with legal requirements;
2. to 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 the liquidity of Publicis Groupe SA shares through the intermediary of an investment services provider acting pursuant to a liquidity contract and in compliance with market practices recognized by the Autorité des marchés financiers (as modified, where applicable);
5. to cancel all, or some, of the shares acquired, under the conditions permitted by law, pursuant to the authorization granted by the 23rd resolution of the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2019.

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 the 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.