Universal Registration Document 2024

The Supervisory Board was regularly informed of the results and activity of Publicis Groupe and its subsidiaries. It examined the management reports of the Management Board as well as the corporate and consolidated financial statements on a quarterly (first quarter 2024) and annual basis, as well as the management forecast documents, pursuant to the applicable regulations.

The presentations relating to the activity and results were accompanied by more specific points concerning the analysis of revenue and results by sector and by region, the analysis of organic growth, a competitive watch and regular discussions on growth outlook and forecasts for the past financial year. The Board was also informed of significant new contracts for the Groupe.

The Supervisory Board examined the main budgetary principles for the financial year 2024 and gave its approval to the Management Board on the 2024 budget.

The Supervisory Board was informed of the Groupe’s 2024 outlook and forecasts (first quarter).

The Supervisory Board approved the Management Board’s proposed allocation of earnings and the payment of a dividend of euro 3.40 for the financial year 2023.

The Supervisory Board conducted an in-depth review, with the support of the Nominating Committee, on the change in governance to a Board of Directors structure instead of the Supervisory Board and the Management Board.

In this context, the Supervisory Board received all the information necessary to understand the operating methods of a Board of Directors and the resulting impacts. The Board approved Mr. Maurice Lévy’s proposal and submitted the change in governance for the approval of the 2024 General Shareholders’ Meeting.

The Supervisory Board, on the recommendation of the Nominating Committee, reviewed the composition of the Board and the independence of its members for the financial year 2024. The Board acknowledged the process and the very satisfactory result of the self-assessment of its members for the financial year 2023.

The Board determined the limits on the powers applicable to the members of the Management Board and set the budget granted to the Management Board for sureties or guarantees in the name of the Company. It acknowledged the list of guarantees given by the Company for the commitments of its subsidiaries.

Pursuant to applicable regulations, the Board assessed related-party agreements and arm’s length agreements relating to day-to-day transactions.

The Supervisory Board authorized a related-party agreement between the Company and Mrs. Sophie Dulac, member of the Board, relating to the buyback of a block of shares held by Mrs. Sophie Dulac (for more information on the agreement, see Section 3.1.3.6).

The Supervisory Board acknowledged the Groupe’s risk mapping updated in 2024 and the action plans implemented by the Management Board to remedy the main risks identified.

The Supervisory Board was informed of the work carried out in terms of cybersecurity, with a focus on the quantification of cyber risks, updated in 2024.

The Supervisory Board discussed the impacts of artificial intelligence on the Groupe’s activities.

Each year, the Supervisory Board devotes an agenda item to gender balance within the governing bodies.

informed of the progress made in achieving the objectives and the related action plan.

The Supervisory Board, on the recommendation of the Compensation Committee, examined and approved the components of the compensation of the Chairman of the Management Board, the members of the Management Board, the Chairman of the Supervisory Board and the members of the Supervisory Board for the financial year 2023, as well as the compensation policy applicable to them for the financial year 2024.

Given the change in governance, the Board also reviewed and approved the 2024 compensation policy for the Directors and the Chairman and Chief Executive Officer, subject to the approval of the change by the General Shareholders’ Meeting.

It is specified that the discussions and votes on the compensation of the Chairman of the Management Board, the members of the Management Board and the Chairman of the Supervisory Board took place without the presence of the members concerned.

The Supervisory Board was informed of the amount of the variable compensation budget for Groupe employees for 2023 and the budget allocated to share plans for 2024. The Board was informed of the compensation policy applicable to the Groupe’s main talents.

The Board was informed of the results of the calculation of the equity ratios.

The Board took into consideration the expectations of shareholders and proxy advisory firms to improve the compensation policy to be submitted for approval at the next General Shareholders’ Meeting.

The Supervisory Board is regularly informed of the Groupe’s workforce and attrition rate and,

, of all the actions implemented to monitor and manage the Groupe’s talent.

The Supervisory Board approved the recommendation of the Audit Committee to propose the appointment of Grant Thornton as sustainability auditor for the financial year 2024.

The Board was informed of important CSR issues by its ESG Committee and the Management Board. It reviewed the CSR risk mapping and discussed the related risks and opportunities. It was informed of the relevant policies, action plans and indicators implemented at Groupe locally for each of the risks identified.

The Supervisory Board was regularly informed of the regulatory environment for CSR, particularly in the United States and Europe.

The Supervisory Board acknowledged the conclusions of the non-financial report for the financial year 2023, which had reached a reasonable level of assurance.

The Supervisory Board noted the steps taken in the implementation of the CSRD Directive (Corporate Sustainability Reporting Directive): analysis of IROs (impacts, risks and opportunities), double materiality table, monitoring the achievement of SBTi objectives and the climate action plan, as well as the first assessments of the impact of the Groupe’s activity on biodiversity.⁽¹⁾

The Board acknowledged the conclusions of the audit by the independent third party of the Groupe’s Declaration of Non-Financial Performance.

The Board monitored changes in the Publicis Groupe’s CSR ratings.

The Supervisory Board reviewed and approved the agenda and the draft resolutions submitted to the vote of the General Shareholders’ Meeting of May 29, 2024. It reviewed the various reports and approved the corporate governance report.

As part of the change in the governance structure, the Board paid particular attention to comments and discussions with proxy advisory firms.

The Supervisory Board was informed through its Audit Committee of whistleblowing cases processed by the Internal Audit Department or Legal Department and controls carried out under the French “Sapin 2” anti-corruption law. It noted that no case of corruption had been confirmed.

The Board monitored the most sensitive litigation and disputes.