Universal Registration Document 2024

In addition, each Director undertakes to inform the Board of any actual or potential conflict of interest as soon as they become aware of it. In the event of an occurrence of such conflict of interest, the Director or Directors concerned commit to:

• abstain from attending the discussion and from voting on the decision in relation to the subject concerned;
• not solicit or communicate any document or information in any form whatsoever relating to the subject in question;
• where applicable, in the event of a permanent conflict of interest that cannot be resolved, to resign from office.

To the Company’s knowledge, there are no potential conflicts between the interests of the directors of the Company and their duties towards the Company.

Existing family ties

To the best of the Company’s knowledge, the only family ties between the Company’s corporate officers are those between Mrs. Élisabeth Badinter (daughter of Mr. Marcel Bleustein-Blanchet, founder of Publicis Groupe), her son, Mr. Simon Badinter, and her niece, Mrs. Sophie Dulac.

Service contracts

There is no undertaking or agreement by the Company or its subsidiaries with the Company’s Directors providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.2 and 3.3.

Except as may be described otherwise in Section 3.3, no appointment as Director has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.

No conviction or incrimination

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

• no Director of the Company’s Board has been convicted of fraud;
• no Director of the 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 Director of the Company’s Board has 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.

3.1.2 Composition of the Board of Directors⁽¹⁾

3.1.2.1 Composition as of December 31, 2024

The Board of Directors is composed of at least three members and no more than eighteen members. Directors are appointed by the General Shareholders’ Meeting. They serve four-year terms. The General Shareholders’ Meeting may nevertheless appoint or reappoint one or more Directors for one-, two- or three-year terms with the sole aim of staggering their terms of office.

As of December 31, 2024, the Board of Directors had thirteen members, including one executive member and two members representing employees appointed by the Groupe Works Council pursuant to article L. 225-27-1 of the French Commercial Code⁽²⁾.

Eight members are foreign nationals, i.e. 73% of the Board members. The Board of Directors is composed of 45% women and 55% men, and has 64% independent members. Directors representing employees are not taken into account to establish these percentages in accordance with the law and the Afep-Medef Code⁽³⁾.

For the sake of clarity, it is specified that presence of Directors on the Board is calculated from the date of their first appointment as corporate officers within Publicis Groupe SA. Thus, the change in governance structure approved on May 29, 2024 has no impact on calculating the length of service of the Directors.