Universal Registration Document 2025

Board of directors

In addition, the Groupe has drawn up a list of employees, corporate officers and executive corporate officers with access to sensitive and confidential information that, while not constituting inside information within the meaning of MAR regulation, could become so due to its particularly sensitive nature. The Company has set blackout periods during which these persons are prohibited from, on their own behalf or on behalf of the account of a third party, to execute, directly or indirectly, any transaction involving the Company’s securities, derivatives or other related financial instruments (unless authorized by the Company, pursuant to the regulations in force).

This specific chapter is regularly reviewed to adapt to legislative and regulatory changes and to take into account the recommendations of the AMF.

Extract from article 1 of the internal rules and regulations of the Board of Directors:

All Directors must comply with the laws and regulations that govern the position of Director of a société anonyme and, in particular, the rules with respect to:

  • the definition of the powers of the Board of Directors;
  • holding multiple offices;
  • agreements entered into, directly or through an intermediary, between the Company and the Director or a company of which he/she is a director, a supervisory board member, a person with management responsibilities or a shareholder with unlimited liability;
  • holding and using privileged information;
  • reporting transactions involving the Company’s shares or financial instruments relating to the Company’s shares;
  • the obligation to hold the Company’s shares in registered form and to deposit them with a custodian;
  • the periods during which they must refrain from trading in the Company’s shares.
Conflicts of interest

The Board of Directors, in its internal rules and regulations, has set out strict rules on conflicts of interest: each Director must be able to perform his or her duties in complete independence from the other members of the Board.

Extract from article 1-1 of the internal rules and regulations of the Board of Directors:

Directors must perform their duties independently from each other and independently from any interests other than the Company’s corporate interests.

Accordingly, Directors undertake to maintain their capacity to analyze, judge, decide and act independently and to resist all pressure, whether direct or indirect or internal or external to the Company, that may be exercised against them and, more broadly, not to seek or accept from the Company or its direct and/or indirect subsidiaries, or from any third party, any benefits that may be considered as compromising their independence.

In addition, each Director undertakes to inform the Board of any actual or potential conflict of interest as soon as they become aware of it. In the event of an occurrence of such conflict of interest, the Director concerned shall commit to:

  • abstain from attending the discussion and from voting on the decision in relation to the subject concerned;
  • not solicit or communicate any document or information in any form whatsoever relating to the subject in question;
  • where applicable, in the event of a permanent conflict of interest that cannot be resolved, to resign from office.

To the Company’s knowledge, there are no potential conflicts between the interests of the directors of the Company and their duties towards the Company.

Existing family ties

To the best of the Company’s knowledge, the only family ties between the Company’s corporate officers are those between Mrs. Élisabeth Badinter (daughter of Mr. Marcel Bleustein-Blanchet, founder of Publicis Groupe), her son, Mr. Simon Badinter, and her niece, Mrs. Sophie Dulac.

Service contracts

There is no undertaking or agreement by the Company or its subsidiaries with the Company’s Directors providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.2 and 3.3.

Except as may be described otherwise in Section 3.3, no appointment as Director has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.

No conviction or incrimination

To the best of the Company’s knowledge, over the past five years:

  • no Director of the Company’s Board has been convicted of fraud;
  • no Director of the Board has been involved in a bankruptcy or been subject to receivership or liquidation;
  • no indictment and/or official public sanction has been pronounced against these people by statutory or regulatory authorities or professional organizations;
  • no Director of the Company’s Board has been banned by a court of law from being a member of a corporate body, management or supervisory Board of an issuer, nor from taking part in the management or business operations of an issuer.