Universal Registration Document 2025

Description of the new share buyback program subject to shareholder authorization

The description of this program presented below, prepared in accordance with the provisions of articles L. 22-10-62 et seq. of the French Commercial Code, will not be the subject of a specific disclosure, in the event of implementation of a share buyback program.

As the authorization granted to the Management Board by the General Shareholders’ Meeting of May 27, 2025 to trade in the Company’s shares will expire on November 27, 2026, the shareholders will be asked to approve the draft 11^th resolution of the General Shareholders’ Meeting of May 27, 2026 and to once again authorize the Board of Directors to trade in the Company’s shares.

This authorization would be granted for a period of 18 months from the General Shareholders’ Meeting of May 27, 2026 and would supersede, as from that same date, for the unused portion at that date, the authorization granted to the Board of Directors to trade in the Company’s shares by the General Shareholders’ Meeting of May 27, 2025.

This authorization would enable the Board of Directors to acquire a maximum of 10% of the Company’s share capital in order to:

• grant or transfer shares to employees and/or corporate officers of the Company and/or of its Groupe, in accordance with the terms and conditions and procedures provided for by applicable regulations, in particular as part of a statutory profit-sharing in the Company’s expansion, by allotting free shares or granting stock options, or through Company savings plans or inter-company savings plans, or by any other method of compensation in shares;
• deliver shares to honor obligations in connection with instruments or securities that may confer entitlement to equity rights, whether by redemption, conversion, exchange, presentation of a warrant or by any other means that confer entitlement to the allocation of ordinary shares in the Company;
• hold and subsequently deliver shares for exchange in a merger, spin-off or asset contribution for payment, or other, in external growth transactions;
• encourage the secondary market or the liquidity of Publicis Groupe SA shares through the intermediary of an investment services provider acting pursuant to a liquidity agreement and in compliance with market practices accepted by the AMF (as modified, where applicable);
• cancel all, or some, of the shares acquired, under the conditions permitted by law, pursuant to the authorization granted by the 18^th resolution of the Combined Shareholders’ Meeting of May 27, 2025.

This program would also enable the Company to deal in its own shares for any other purpose that is authorized or compliant or that would become authorized or compliant or any other market practice that is currently authorized or accepted or may be authorized or accepted in the future by the laws and regulations in force. In such a case, the Company would inform its shareholders through a press release.

Maximum number of shares

The maximum number of shares that can be purchased during the buyback program must not exceed 10% of the shares making up the Company’s share capital on the date of each repurchase. This percentage will apply to the share capital as adjusted to reflect transactions affecting the share capital carried out subsequent to this General Shareholders’ Meeting. Pursuant to the provisions of article L. 22-10-62 of the French Commercial Code, when the shares are repurchased to promote liquidity under the conditions defined by the AMF General Regulation, the number of shares taken into account for the calculation of the 10% limit will correspond to the number of shares purchased, less the number of shares sold during the term of the authorization.

The number of shares purchased with a view to their retention or future delivery in connection with merger, spin-off or contribution transactions will not exceed 5% of the Company’s share capital.

Maximum purchase price

The maximum unit purchase price will be euro one hundred thirty (130), excluding acquisition costs, it being specified that this price will not apply to share buyback used for allocating free shares to employees and/or corporate officers of the Company and the Groupe or when they exercise stock options. The Company’s maximum amount used for share buyback under this authorization will not exceed three billion three hundred and six million fifty-four thousand one hundred and eighty euros (3,306,054,180). In the event of a change in the par value of the Company’s shares or in the event of transactions affecting its share capital, the aforementioned purchase price may be adjusted to take into account the impact of these transactions on the value of the share.