Universal Registration Document 2025

3.1.4 Composition and activities of the Board of Directors’ Committees

As of December 31, 2025, the specialized Committees set up within the Board of Directors are as follows:

• the Audit and Financial Risks Committee;
• the Nominating Committee;
• the Compensation Committee;
• the Strategic, Environmental and Social Committee.

The detail of the operating conditions for the four Committees is indicated in Title II “Specialized Committees” in the Board of Directors’ internal rules and regulations. This document is available for consultation on the Publicis Groupe website (www.publicisgroupe.com).

Each Committee is comprised of at least three members, all of whom are natural persons and Board members. The Board appoints the members of the Committees.

Each member is chosen on the basis of his or her skills and expertise in the Committee’s area of work. The Board appoints a Chair for each Committee from among its members, whose role is to direct the work of the Committee and report on it to the Board of Directors. The Committees may appoint an external expert, either temporarily or on a permanent basis, whose compensation will be determined by the Board of Directors.

Committee members shall be appointed for the duration of their term of office as members of the Board of Directors.

The composition of the Committees may be modified at the discretion of the Board of Directors. At least half of the members of the Committees must be present for the Committees to validly deliberate. A member may not participate by proxy.

The specialized Committees assist the Board of Directors in the performance of its missions and thus help improve corporate governance within the Groupe. The Committees, each in its own area of expertise, prepare the work of the Board of Directors and issue recommendations and opinions to help the Board make decisions. The Committees may carry out or commission any studies likely to inform the deliberations of the Board of Directors. They may be assisted by external consultants when they deem it necessary.

Upon decision by the Chairs of the Committees concerned, joint meetings between the Committees may be organized on topics of common interest. These meetings are co-chaired by the Committee Chairs. In general, Publicis’ governance promotes collaborative work among the Directors.

On the recommendation of the Nominating Committee, the Board of Directors, meeting following the General Shareholders’ Meeting of May 27, 2025, approved a new composition of the Board Committees.

The composition of these Committees, detailed in the changes below, ensures a diversified and balanced representation in terms of diversity, independence, skills, experience and nationalities.

/ Changes in the composition of the Committees during financial year 2025