In accordance with Article L. 22-10-12 of the French Commercial Code, the Board of Directors issued an opinion on the procedure for assessing agreements entered into by the Company in respect of ordinary transactions carried out under normal conditions, previously implemented by the Supervisory Board on September 11, 2019.
The Board of Directors, on the recommendation of the Audit and Financial Risks Committee, considered that this procedure remained valid with the new governance structure.
The procedure for checking the classification and evaluation applies to all new agreements as well as any subsequent amendments (in particular renewal and extension), or when there are certain indications that an agreement or a certain type of agreement no longer fully qualifies as an ordinary agreement.
The Legal Department is informed of agreements typically classified as related-party agreements or ordinary agreements at Publicis Groupe SA by the person directly or indirectly concerned and more broadly by any Groupe body that is aware of a draft agreement.
An agreement’s ordinary and arm’s length classifications are considered on a case-by-case basis by the Legal Department with the support of the Finance, Accounting, Real Estate and Internal Control Departments with reference to the study published by Compagnie nationale des commissaires aux comptes in February 2014 on related-party and ordinary agreements. If, following analysis, it appears that the agreement cannot be classified as an ordinary arm’s length agreement, it will be subject to the procedure for assessing related-party agreements.
Any person directly or indirectly concerned with an ordinary agreement is not involved in its evaluation.
The Audit and Financial Risks Committee looks at existing agreements as well as the criteria allowing the classification of ordinary arm’s length agreements. It informs the Board of Directors of the follow-up and outcomes of this procedure in the meeting on the annual review of the agreements entered into and approved in prior financial years that are still in effect.
The Board of Directors expresses a view on changes to the procedure it feels are necessary and on the exclusion, or inclusion, of certain agreements in the category of ordinary arm’s length agreements.
Pursuant to article L. 225-38 of the French Commercial Code, any agreement entered into directly or through an intermediary between the Company and:
must be subject to the prior authorization of the Board of Directors.
These provisions are applicable to agreements in which one of these persons is indirectly interested.
Agreements between the Company and a company are also subject to prior authorization if the Company’s Chief Executive Officer, one of the Deputy Chief Executive Officers or one of the directors is a partner with unlimited liability, a manager, a director, a member of the Supervisory Board or, in general, an executive officer of that company.
Under the terms of article L. 225-40 of the French Commercial Code, the person directly or indirectly interested in the agreement is required to inform the Board as soon as he or she is aware of an agreement to which article L. 225-38 is applicable. If he or she sits on the Board, he or she may not take part in the discussions or vote on the authorization requested.
The foregoing provisions are not applicable either to agreements relating to day-to-day operations and entered into under normal conditions, or to agreements entered into between two companies, one of which holds, directly or indirectly, all of the share capital of the other, as the case may be, less the minimum number of shares required by law.
No agreements falling within the scope of article L. 225-38 of the French Commercial Code were entered into or continued during the 2025 financial year.
