These provisions are applicable to agreements in which one of these persons is indirectly interested.
Agreements between the Company and a company are also subject to prior authorization if the Company’s chief executive officer, one of the deputy chief executive officers or one of the directors is a partner with unlimited liability, a manager, a director, a member of the Supervisory Board or, in general, an executive officer of that company.
Under the terms of article L. 225-40 of the French Commercial Code, the person directly or indirectly interested in the agreement is required to inform the Board as soon as he or she is aware of an agreement to which article L. 225-38 is applicable. If he or she sits on the Board, he or she may not take part in the discussions or vote on the authorization requested.
The foregoing provisions are not applicable either to agreements relating to day-to-day operations and entered into under normal conditions, or to agreements entered into between two companies, one of which holds, directly or indirectly, all of the share capital of the other, as the case may be, less the minimum number of shares required by law.
In accordance with the provisions of articles L. 225-86(applicable to public limited companies with a SupervisoryBoard and Management Board) and L. 225-38 (applicable topublic limited companies with a Board of Directors) of theFrench Commercial Code, the authorization decisions of theBoard since August 1, 2014 are all reasoned.
On April 17, 2024, the Supervisory Board authorized the signing of an agreement between the Company and Mrs. Sophie Dulac, a member of the Supervisory Board. Mrs. Sophie Dulac did not take part in the discussions or the vote.
The purpose of this agreement was for the Company to acquire a block of 150,000 shares held by Mrs. Sophie Dulac, which were used to meet the Company’s obligations relating to free share plans for employees without having to issue new shares, in order to avoid any damaging dilutive effect on shareholders.
The transaction, which was effectively completed on June 14, 2024, was concluded for a total amount of euro 15,013,500, corresponding to a price per share repurchased of euro 100.09, i. e. a discount of 1% compared to the stock market price of euro 101.10. This total amount, financed out of the Publicis Groupe’s cash position, had no impact on the Company’s 2024 profit. This results, in the financial statements for the financial year 2024, in an increase in the inventory of treasury shares, and therefore in the amount of marketable securities on the assets side of the balance sheet for an amount of euro 15,058,540.50 (including the tax paid on financial transactions), offset by a decrease in cash and cash equivalents, also on the assets side of the balance sheet, for the same amount.
A press release was published on the Company’s website on June 14, 2024. This agreement will be subject to the approval of the next General Shareholders’ Meeting called to approve the financial statements for the financial year 2024.
As of December 31, 2024, the specialized Committees set up within the Board of Directors are as follows:
The detail of the operating conditions for the four Committees is indicated in Title II “Specialized Committees” in the Board of Directors’ internal rules and regulations. This document is available for consultation on the Publicis Groupe website (www.publicisgroupe.com).
Each Committee comprises at least three members, natural persons who are members of the Board of Directors. The Board appoints the members of the Committees.
Each member is chosen on the basis of his or her skills and expertise in the Committee’s area of work. The Board appoints a Chair for each Committee from among its members, whose role is to direct the work of the Committee and report on it to the Supervisory Board. The Committees may appoint an external expert, either temporarily or on a permanent basis, whose compensation will be determined by the Board of Directors.
Committee members shall be appointed for the duration of their term of office as members of the Board of Directors.
The composition of the Committees may be modified at the discretion of the Board of Directors. At least half of the members of the Committees must be present for the Committees to validly deliberate. A member may not participate by proxy.
The specialized Committees assist the Board of Directors in the performance of its missions and thus help improve corporate governance within the Groupe. The Committees, each in its own area of expertise, prepare the work of the Board of Directors and issue recommendations and opinions to help the Board make decisions. The Committees may carry out or commission any studies likely to inform the deliberations of the Board of Directors. They may be assisted by external consultants when they deem it necessary.
Upon decision by the Chairs of the Committees concerned, joint meetings between the Committees may be organized on topics of common interest, in particular on CSR topics. These meetings are co-chaired by the Committee Chairs. In general, Publicis’ governance promotes collaborative work among the Directors.
