Universal Registration Document 2023

8. Company Information and Capital Structure

/ Summary table of transactions by the Company in Publicis Groupe SA shares in 2023
unspecified Share buyback program (excluding liquidity contract) Deliveries of free share plans Deliveries of stock options Purchases(liquidity contract) Sales(liquidity contract)
As of December 31, 2023 Quantities (in shares) Average price (in euros) Quantities (in shares) Quantities (in shares) Quantities (in shares) Average price (in euros) Quantities (in shares) Average price (in euros)
Under the 17th resolution of the General Shareholders’ Meeting of May 25, 2022 3,000,000 73.95 965,745 560,148 1,390,974 71.57 1,341,072 71.60
Under the 18th resolution of the General Shareholders’ Meeting of May 31, 2023 - - 19,940 - 1,415,547 72.89 1,502,044 73.12
Total 3,000,000 73.95 985,685 560,148 2,806,521 72.24 2,843,116 72.40

As of December 31, 2023, Publicis Groupe SA owned 3,737,367 shares with a par value of euro 0.40, representing 1.47% of its own share capital, for an overall cost price of euro 264,690,647 and an average price per share of euro 70.82. These shares are broken down into 21,329 shares held under the liquidity contract and 3,716,038 shares allocated to free share plans or stock options.

Description of the new share buyback program subject to shareholder authorization

The description of this program presented below, prepared in accordance with article 241‑3 of the General Regulation of the AMF, will not be the subject of a specific publication in the event of the implementation of a share buyback program.

As the authorization granted to the Management Board by the General Shareholders' Meeting of May 31, 2023 to trade in the Company’s shares will expire on November 30, 2024, the shareholders will be asked to approve the draft 15th resolution of the General Shareholders’ Meeting of May 29, 2024 and to once again authorize the Management Board or the Board of Directors, as the case may be, to trade in the Company’s shares.

This authorization would be granted for a period of 18 months from the General Shareholders’ Meeting of May 29, 2024 and would supersede, as from that same date, for the unused portion at that date, the authorization granted to the Management Board to trade in the Company’s shares by the General Shareholders’ Meeting of May 31, 2023.

This authorization would enable the Management Board or the Board of Directors, as the case may be, to acquire a maximum of 10% of the Company’s share capital in order 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;
  • deliver shares to honor obligations in connection with instruments or securities that may confer entitlement to equity rights, whether by redemption, conversion, exchange, presentation of a warrant or by any other means that confer entitlement to the allocation of ordinary shares in the Company;
  • hold and subsequently deliver shares for exchange in a merger, spin‑off or asset contribution for payment, or other, in external growth operations;
  • encourage the secondary market or the liquidity of Publicis Groupe SA shares through the intermediary of an investment services provider acting pursuant to a liquidity agreement and in compliance with market practices accepted by the AMF (as modified, where applicable);
  • cancel all, or some, of the shares acquired, under the conditions permitted by law, pursuant to the authorization granted by the 19th resolution of the Combined Shareholders’ Meeting of May 31, 2023.