The classification as an independent Director is reviewed annually by the Nominating Committee, which draws up a report. This report is then passed on to the Board, which reviews the position of each member of the Board. It verifies that its Directors have no significant business relationship either from a qualitative or quantitative perspective with Publicis Groupe.
At its meeting of November 26, 2025, the Board of Directors, after reviewing the Nominating Committee’s report, assessed the independence of each of the Directors as of December 31, 2025 with regard to the criteria of the Afep-Medef Code.
As of December 31, 2025, the Board of Directors comprised six independent members out of eleven (excluding Directors representing employees, in accordance with paragraph 10.3 of the Afep-Medef Code), i.e. a proportion of 55%(1).
The Board analyzed in detail compliance with the third criterion recommended by the Afep-Medef Code, relating to the absence of significant business relationships.
The Board concluded that there were no significant business relationships between Publicis and each of the Directors qualified as independent and the companies in which these Directors hold other offices or functions.
This classification is the result of an analysis based in particular on the annual statements sent by the Directors during the preparation of the Universal Registration Document. This analysis is supplemented by an individual examination according to the particular situation of the Directors concerned, based on a broad and multi-criteria approach taking into account the nature and duration of the business relationship maintained by each Director concerned or the companies in which these Directors hold offices with the Company.
With regard to members holding a non-executive corporate office in Publicis Groupe client or service provider companies, the Board ruled on the situation of Mrs. Suzan LeVine, who is a member of the Advisory Committee of Syndio, a service provider to the Groupe providing a human resources tool, and Mrs. Marie-Josée Kravis, Director of LVMH Group, a Publicis client. It was considered that the independence criterion relating to the absence of significant business relationships was met for each of them due to the insignificant volume that this represents in terms of the Publicis Groupe’s revenue and the lack of decision-making power of the members concerned in the context of establishing or maintaining this business relationship, particularly due to the decentralized management of the subsidiaries’ commercial relationships.
In addition, the Committee examined the situation of Mrs. Marie-Josée Kravis, having passed her twelfth year in office on June 1, 2022, with regard to the sixth criterion of the Afep-Medef Code.
The 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. A process aimed at strengthening the representation of independent Directors is currently underway.
