Within the framework of the “comply or explain” rule specified in article L. 22-10-10 4° of the French Commercial Code and referred to in article 28.1 of the Afep-Medef Code, the Company considers that its practices comply with the recommendations of the Afep-Medef Code. However, certain provisions were set aside for the reasons explained hereafter:
| Recommendations of the Afep-Medef Code | Position |
|---|---|
| Article 10.3: Independent Directors "In companies with a widely dispersed shareholder base and no controlling shareholders, independent directors must make up half of the board." | Article 10.3: Independent Directors "In companies with a widely dispersed shareholder base and no controlling shareholders, independent directors must make up half of the board." Position From the 2026 General shareholders’ Meeting onwards, the Board of Directors’ independence rate will exceptionally stand at 45.45%, which is slightly below the rate recommended by the Afep-Medef Code. This temporary decrease in the independence ratio is due, on the one hand, to Mrs Marie-Josée Kravis ceasing to be an independent Director as of the 2026 General Shareholders’ Meeting, and, on the other hand, to the absence of new Directors being appointed at the 2026 General Shareholders’ Meeting. From that date, the Board of Directors will be composed of five independent Directors out of eleven (excluding Directors representing employees). This situation, which the Board intends to remedy shortly, constitutes a one-off exception, given the long-standing practice of complying with the 50% rule for independent Directors. From the end of 2024, the Nominating Committee initiated a rigorous selection process to identify two new candidates meeting the independence criteria of the Afep-Medef Code and possessing strong expertise in artificial intelligence and technology (further information in Section 3.1.2.6). However, this process did not result in the appointment of new candidates in time for the 2026 General Shareholders’ Meeting. The Board of Directors, with the support of the Nominating Committee, intends to complete this process in the coming months and will consider all the options available for this purpose. During this interim period, it should be noted that the rules governing the functioning of the Board of Directors set out in Sections 3.1.1 and 3.1.3 will continue to apply in full, in particular those relating to the organization of executive sessions by the Lead Director with all the independent Directors. It is also noted that this situation has no impact on the Board of Directors’ specialized committees, which comply – and will continue to comply – with all of the recommendations of the Afep-Medef Code regarding independence. |
| Article 10.5.6: Independence criteria “Not to have been a director of the Corporation for more than 12 years.” | Article 10.5.6: Independence criteria “Not to have been a director of the Corporation for more than 12 years.” Position The Board of Directors, based on the work of the Nominating Committee, reviewed the situation of Mrs. Marie-Josée Kravis, who exceeded her twelfth year in office on June 1, 2022, in light of the sixth criterion of the Afep-Medef Code. The Nominating Committee is fully aware that the purpose of this criterion is to determine whether the time spent causes the person concerned to lose his or her independence of judgment and critical spirit with regard to the Groupe’s management. However, the Committee considered that failure to comply with this criterion alone would not automatically result in the loss of independent status for any of its members, and that the position of each member should be assessed on a case-by-case basis, taking into account the particular circumstances of each member and the specificities of the Groupe. In the case of Mrs. Marie-Josée Kravis, the Committee considered that the influence of the time spent was not likely to affect her independence. The analysis carried out by the Nominating Committee took into account her professional and personal situation as well as the exceptional context related to the change in governance structure implemented in May 2024. Mrs. Marie-Josée Kravis is an American economist specializing in the analysis of public policy and strategic planning. The areas in which she works include philanthropy, art, culture and medicine, which do not interfere with her term of office within Publicis Groupe. The Committee took care to debate and evaluate in concreto her ability to form her own opinion and to exercise her supervisory role vis-à-vis the Executive Management. She has demonstrated remarkable ethical standards and freedom of speech, which have been recognized by her peers. The Board of Directors, on the recommendation of the Nominating Committee, retained the qualification of Mrs. Marie-Josée Kravis as an Independent Director as of December 31, 2025 in order to support the transition in the specific context of implementing the new governance in 2024. The Board considered that this temporary assessment should not be extended beyond the 2026 General Shareholders’ Meeting. At the end of this transition period, the Board determined that the conditions were in place to return to full application of the Code criteria in order to preserve the balance of independence within the Board. Mrs. Marie-Josée Kravis will be qualified as a non-independent Director as of May 27, 2026. |
