To the General Shareholders’ Meeting of Publicis Groupe SA,
In our capacity as statutory auditors of your company, we hereby report to you on regulated agreements. The terms of our engagement require us to communicate to you, on the basis of information provided to us, the principal terms and conditions of those agreements brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them.
Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code (Code de commerce) relating to the implementation during the last fiscal year of agreements previously approved by the annual general meeting, if any.
We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents.
Pursuant to Article L. 225-40 of the French Commercial Code (Code de commerce), we have been advised of the following agreements which have been subject to the preliminary authorization by your Board of Directors.
Acquisition by Publicis Groupe SA of 150 000 shares held by Mrs. Sophie Dulac.
The transaction was concluded for a total amount of €15,013,500, financed by the Publicis Groupe’s cash flow, at a unit price per share of €100.09, i.e. a 1% discount to the stock-market price of €101.10 on 13 June 2024.
The Supervisory Board authorized the signature of this agreement at its meeting of April 17, 2024. It is specified that this is a one-off agreement and is not intended to continue beyond the fulfilment of its purpose.
Your Supervisory Board gave the following reasons for this agreement:
Under this agreement, the Company will acquire a block of one hundred and fifty thousand (150,000) shares held by Mrs. Sophie Dulac that will be used to meet the Company’s obligations under the current free share plans for employees, without having to issue any new shares.
We hereby inform you that we have not been notified of any agreements previously approved by the Annual General Meeting, whose implementation continued during the year ended December 31, 2024.
Paris-La Défense, April 23, 2025The Statutory AuditorsFrench original signed by
KPMG SA
Marie GUILLEMOT
Nicolas PONCET
ERNST & YOUNG et Autres
Claire CESARI-WALCH
Nicolas PFEUTY