Universal Registration Document 2025

Six out of eleven terms of office (excluding Directors representing the employees) will expire at the end of the 2028 General Shareholders’ Meeting. This temporary situation ensures continuity and balance in the composition of the Board in line with the major governance changes that took place in 2024. In order to further improve the staggered terms of office of its members in the future, the Board of Directors will consider, prior to the 2028 General Shareholders’ Meeting, proposing appointments or renewals for terms of less than four years, in accordance with the second paragraph of Article 10 II of the Articles of Association of Publicis Groupe SA.

The indemnity related to Mr. Arthur Sadoun’s non-compete agreement was initially approved by the General Shareholders’ Meeting of May 31, 2017 in its twenty-first resolution, when these commitments were subject to the related-party agreements procedure. It has since been maintained in the compensation policy applicable to the Chairman and Chief Executive Officer, which is regularly submitted to a shareholder vote.

In this context, it was determined that automatically excluding individuals over the age of 65 from receiving the benefit would not be in Publicis’s best interest. In an industry where value creation is largely based on the expertise and commitment of key managers, many talented people continue to contribute beyond this age limit.

This is true of Publicis, which has adopted a long-term strategy and, aside from Mr. Arthur Sadoun, has had only two top executives since its founding—both of whom continued to play a central role well past the age of 65—but it is also true of some of its direct competitors. It is therefore essential that the Groupe be able to protect itself against all forms of competition (including more passive arrangements such as a board membership or a consulting contract), regardless of age.

Finally, it should be noted, on the one hand, that the Board of Directors may, when the time comes and in light of the specific circumstances, decide not to enforce the clause and, on the other hand, that payment of the indemnity is in any event excluded once Mr. Arthur Sadoun exercises his right to retire.

As Publicis Groupe SA has no employees, it has decided to publish the ratios as provided for in 6° of article L. 22-10-9 of the French Commercial Code on a scope representative of the Groupe’s business in France, to which have been added the workforce of all Groupe companies in the United States and the United Kingdom. This scope is a more valid financial comparison insofar as it represents the bulk of the Groupe’s revenues (74%) and of its payroll (73%), the remainder being spread across other countries worldwide. This scope was preferred to a scope limited to France, which only represents 6% of Groupe revenues and Groupe payroll and is not representative of Groupe operations (see Section 3.5.2.3 of this Universal Registration Document). It should be noted that the ratios at Publicis Groupe SA level are also indicated pursuant to the law (see Section 3.2.5.3 “Changes in aggregates” of this Universal Registration Document).