Universal Registration Document 2022

3.1.1.3 No conviction for fraud

To the best of the Company’s knowledge, over the past five years:

• no member of the Company’s Supervisory Board has been convicted of fraud;
• no member of the Supervisory Board has been involved in a bankruptcy or been subject to receivership or liquidation;
• no indictment and/or official public sanction has been pronounced against these people by statutory or regulatory authorities or professional organizations;
• no member of the Supervisory Board of Publicis Groupe SAhas been banned by a court of law from being a member of a corporate body, Management or Supervisory Board of an issuer, nor from taking part in the management or business operations of an issuer.

3.1.1.4 Upcoming changes in the composition of the Supervisory Board

The terms of office of Suzan LeVine and Antonella Mei-Pochtler as members of the Supervisory Board will expire at the end of the next General Shareholders’ Meeting on May 31, 2023.

On the recommendation of the Nominating Committee, the Supervisory Board decided to submit to the vote of the shareholders, at the next General Shareholders’ Meeting, the renewal of the terms of office of Suzan LeVine and Antonella Mei-Pochtler as members of the Supervisory Board. These renewals will be proposed for a period of four years expiring at the end of the Ordinary General Shareholders’ Meeting called to approve the financial statements for the 2026 financial year.

The proposal to renew these two mandates is an expression of the Supervisory Board's wish to maintain its stability and to ensure and perpetuate quality governance for the Groupe for the benefit of the Groupe’s employees, shareholders and stakeholders.

In particular, the Board considers that Suzan LeVine's training, professional career and experience in the world of technology and digital, combines with her keen interest in Artificial Intelligence, are a valuable asset to the Supervisory Board. She also plays an active role in CSR and sustainable development issues, and plays a key role as Chair of the ESG Committee.

As for Antonella Mei-Pochtler, she brings to the Supervisory Board her experience acquired as the head of the Boston Consulting Group in Germany and then on various international boards, in particular on strategic planning, sustainable development and her practical approach to new technological and societal challenges.

In addition, it is recalled that the Supervisory Board concluded that Suzan LeVine and Antonella Mei-Pochtler were independent according to the criteria of the Afep-Medef Code. Attendance rates at meetings and the various committees to which they belong was 100% in 2022.

The table below summarizes the changes planned for 2023 in the composition of the Supervisory Board:

Subject to the approval of the General Shareholders’ Meeting of May 31, 2023 of the aforementioned proposals, the Supervisory Board would retain the same composition and the following characteristics (excluding members representing employees):

• Independence rate: 64%
• Gender balance: 45% Women/55% Men
• Percentage of Board members who are foreign nationals:73%