Universal Registration Document 2025

3.1.2.8 Succession plan

The Board of Directors ensures that a structured process is in place to consider and plan the succession of the Chairman and Chief Executive Officer and other key positions, implemented in accordance with the Groupe’s corporate interests and good governance practices.

The Board appointed the Nominating Committee as the competent body to oversee the preparation and update of the succession plan for the Chairman and Chief Executive Officer.

This process is in place to fill any vacancies and thus preserve the continuity and balance of the Groupe’s governance in the interest of all stakeholders.

Succession plan includes different time horizons:

• temporary succession (temporary incapacity due to illness or accident, for example);
• unplanned succession (permanent disability, death or resignation in the short or medium term);
• planned succession (in the medium and in the long term).

The Nominating Committee ensures that the process of preparing and updating the succession plan is based on objective criteria, taking into account experience, skills, leadership, integrity, the Groupe’s specific features and fits with the strategy defined by the Board.

The Nominating Committee is also examining succession plans for key positions within the Group, a necessary step as part of a more overall reflection on the succession of the Chairman and Chief Executive Officer, particularly in the Publicis business sector; which is above all a "people’s business". Mr. Arthur Sadoun is fully involved in the discussions and work to identify a talent pool within the Groupe.

The Committee thus identifies potential internal and external candidates according to the Groupe’s current and future needs. In this context, he is informed of the development plans of key executives who are likely to move towards broader responsibilities at the head of the Groupe.

The Committee reports on its work to the Board of Directors in a manner that ensures strict confidentiality of information, given the sensitivity of the subject. In 2025, the Nominating Committee continued its work on succession plans and reviewed existing plans at its meetings in March and November. The Committee was informed of the stakeholders’ expectations regarding governance and succession.

The Chairman and Chief Executive Officer has been involved in the work of the Nominating Committee, in accordance with procedures guaranteeing the independence of its decisions. The Lead Director ensured the smooth running, objectivity, and quality of the process.

In parallel with the work of the Nominating Committee, the topic of the succession of the Chairman and Chief Executive Officer was widely discussed during executive sessions between Independent Directors at the initiative of the Lead Director, who prepares the agendas for these meetings.

Outside of these formal meetings, the Lead Director regularly discusses succession matters with the Chairman and Chief Executive Officer and the Vice-Chair of the Board of Directors, who is also Chair of the Nominating Committee.

3.1.2.9 Future changes in the composition of the Board of Directors

The terms of office as Directors of Mr. Simon Badinter and Mr. Tidjane Thiam will expire at the end of the next General Shareholders’ Meeting on May 27, 2026.

On the advice of the Nominating Committee, the Board of Directors proposes that the General Shareholders’ Meeting of May 27, 2026 vote on:

• the appointment of Mr. Benjamin Badinter to replace Mr. Simon Badinter, who did not wish to seek renewal of his term of office;
• the renewal of the term of office of Mr. Tidjane Thiam.

Subject to the approval of the General Shareholders’ Meeting of May 27, 2026, these terms of office will be for four years and will expire at the close of the General Shareholders’ Meeting called to approve the financial statements for the financial year ended December 31, 2029.