Universal Registration Document 2024

Glossary

Publicis Groupe SA is the parent company of Publicis Groupe.

It acts primarily as holding company by managing its investments, allowing it to have direct or indirect control of the Groupe’s companies, and also providing services to all Groupe companies.

Additionally, and to a lesser extent, the Company receives rental income from leasing the building it owns in Paris, at 133 avenue des Champs-Élysées.

It has opted for the tax consolidation regime, which includes the parent company as head of the tax consolidation group and its main French subsidiaries.

It also implements a large part of the Groupe’s external financing policy with the banking and capital markets in order to maintain a certain level of liquidity to meet its commitments and investment needs.

Note 1 Significant events of the financial year

On May 29, 2024, Publicis Groupe SA held its General Shareholders’ Meeting. All the resolutions have been adopted, among which:

  • the change in the Company’s governance structure to adopt a Board of Directors, replacing the previous Management Board and Supervisory Board:
    • the Board of Directors, which met following the General Meeting, agreed to combine the roles of Chairman and Chief Executive Officer, appointing Mr. Arthur Sadoun as Chairman and CEO,
    • Mrs. Élisabeth Badinter was appointed Vice-Chair of the Board of Directors,
    • Mr. Maurice Lévy has taken on the role of Chairman Emeritus of Publicis Groupe and is invited to attend Board meetings,
    • Mr. André Kudelski was appointed to the position of Lead Director(Administrateur Référent). In this role, his primary missions are to facilitate the smooth operation of the Company’s governing bodies alongside the Chairman of the Board; preside over executive sessions; guard against potential conflicts of interest; and supervise the evaluation process of the Board of Directors;
  • all the proposed amendments to the Articles of Incorporation, as well as the extension of the Company’s term;
  • the new composition of the Board of Directors;
  • the appointment of Grant Thornton as an independent third-party body responsible for certifying sustainability information;
  • the compensation of Corporate Officers for 2023;
  • the compensation policies for 2024 of the Supervisory Board (11th and 12th resolutions) and the Management Board (13th and 14th resolutions) as presented in the 2023 Universal Registration Document (Section 3.3 “Remuneration of corporate officers”), applicable until May 29, 2024;
  • the compensation policies for 2024 for the Chairman and Chief Executive Officer (41st resolution) and the Directors (42nd resolution) as presented in the 2023 Universal Registration Document (Section 3.4 “Remuneration applicable to future Directors and the future Chairman and Chief Executive Officer”) applicable from May 29, 2024;
  •  the payment of a dividend of 3.40 euros per share, up 17% compared to the dividend paid for financial year 2022. The share was ex-dividend on July 1, 2024 and the payment was made on July 3, 2024, totaling 853 million euros.

During the first half of 2024, as part of a share buyback program, pursuant to the 18th resolution of the General Shareholders’ Meeting of May 31, 2023, the Company bought back 1,031,711 treasury shares for euro 99 million. The purpose of this program was to meet obligations related to the current free share plans for employees, without issuing new shares.

In addition, in June and July 2024, the Company acquired a block of 150,000 treasury shares from a shareholder for euro 15 million, as well as another buyback transaction of 300,000 treasury shares for euro 29 million. These treasury shares will also be used to meet the obligations related to the current free share plans for employees, without having to issue new shares (see Note 14 to the parent company financial statements).

On December 16, 2024, Publicis Groupe SA fully repaid, on its maturity date, the euro 600 million bond issued in December 2014, with an annual fixed-rate coupon of 1.625%.

During the financial year, the Company received dividends from its subsidiaries amounting to euro 2,003 million, including euro 2,000 million from Publicis Groupe Holdings B.V., the Groupe’s main sub-holding company.