The Company will be entitled to purchase its own shares and sell or transfer shares redeemed, directly or through an investment service provider, in one or more transactions, at any time and by any means authorized by the regulations in force, or that may come into force in the future, on regulated stock markets, multilateral trading facilities (MTFs), through systematic internalizers or over the counter, and, notably, by buying or selling blocks of shares (without limitation on the portion of the buyback program that may be carried out in block transactions), sale and repurchase agreements, through takeover bids or securities exchange bids, by using option mechanisms, derivative financial instruments, warrants or, more generally, securities granting entitlement to shares in the Company. The Company may also hold the shares purchased and/or cancel them subject to authorization by an Extraordinary General Shareholders’ Meeting and in compliance with the applicable regulations.
The General Shareholders’ Meeting grants the Board of Directors all powers, including the right to sub-delegate its authority, as permitted by laws and regulations and in accordance with the Company’s Articles of Incorporation, to determine the modes and conditions of implementation, to allocate or reallocate the shares acquired to the various objectives pursued in compliance with applicable laws and regulations, to execute all instruments, enter into all agreements, carry out all formalities and file all declarations with any organization, and, more generally, to do everything necessary to implement the 11th resolution presented at the General Shareholders’ Meeting of May 27, 2026.
The program would have a term of 18 months from the approval of the resolution presented to the General Shareholders’ Meeting of May 27, 2026, i.e. until November 27, 2027.
The General Shareholders’ Meeting of May 27, 2025, in its 18th resolution, authorized the Board of Directors, for a period of 26 months, i.e. until July 31, 2027, to reduce the share capital by canceling, on one or more occasions, within the limit of 10% of the share capital authorized by law (this limit applies to an amount of the Company’s share capital which will, if necessary, be adjusted to take into account transactions affecting the Company’s share capital subsequent to this Meeting), for periods of 24 months, all or part of the Publicis Groupe SA shares acquired under the share purchase programs authorized by the General Shareholders’ Meeting.
The breakdown of share capital as of December 31, 2025, on the basis of full dilution resulting from financial instruments issued by the Company, is the following:
| As of December 31, 2025 | Shares held | % | Voting rights | % |
|---|---|---|---|---|
| The Capital Group Companies(1) | The Capital Group Companies (1)Shares held 42,153,056 |
The Capital Group Companies (1)% 16.36% |
The Capital Group Companies (1)Voting rights 42,153,056 |
The Capital Group Companies (1)% 15.15% |
| Élisabeth Badinter and family companies | Élisabeth Badinter and family companies Shares held 16,700,967 |
Élisabeth Badinter and family companies % 6.48% |
Élisabeth Badinter and family companies Voting rights 33,401,934 |
Élisabeth Badinter and family companies % 12.00% |
| BlackRock | BlackRock Shares held 13,972,614 |
BlackRock % 5.42% |
BlackRock Voting rights 13,972,614 |
BlackRock % 5.02% |
| Treasury shares | Treasury shares Shares held 3,441,977 |
Treasury shares % 1.34% |
Treasury shares Voting rights – |
Treasury shares % –% |
| Public (registered and bearer shares) | Public (registered and bearer shares) Shares held 178,043,246 |
Public (registered and bearer shares) % 69.09% |
Public (registered and bearer shares) Voting rights 185,395,808 |
Public (registered and bearer shares) % 66.62% |
| Free shares still to be delivered(2) | Free shares still to be delivered (2)Shares held 3,380,263 |
Free shares still to be delivered (2)% 1.31% |
Free shares still to be delivered (2)Voting rights 3,380,263 |
Free shares still to be delivered (2)% 1.21% |
| Total | Total Shares held 257,692,123 |
Total % 100.00% |
Total Voting rights 278,303,675 |
Total % 100.00% |
A shareholder holding 1% of Publicis Groupe SA’s share capital as of December 31, 2025 would hold 0.99% of Publicis Groupe SA’s share capital on that date, in the event of the exercise or conversion of rights attached to equity securities convertible to equity (free shares awarded but not yet delivered).
As of December 31, 2025, registered shares were not pledged.
