This section includes the Board of Directors’ report on the draft resolutions submitted to the General Shareholders’ Meeting, presented in the form of a statement of reasons, together with the text of said draft resolutions.
We submit for your approval Publicis Groupe S.A.’s corporate financial statements (first resolution) and consolidated financial statements (second resolution) for the fiscal year ended December 31, 2025, as submitted.
The Company’s corporate financial statements for fiscal year ended December 31, 2025 show a net income of 1,045,843,188.06 euro. The Groupe’s consolidated financial statements show a net income of 1,653 million euro.
Detailed information on the corporate and consolidated financial statements, the Statutory auditors’ reports and the Groupe’s business activities for fiscal year 2025 are presented in the 2025 Universal Registration Document, Chapters 5, 6 and 7.
We submit for your approval the third resolution regarding the allocation of net income for fiscal year 2025 and dividend payments, paid entirely in cash, of 3.75 euro per share, up from 3.60 euro per share in the previous fiscal year. This represents a payout ratio of 50.1% of diluted headline net earnings per share and a 4.2% increase over the previous fiscal year.
The ex-dividend date will be July 1st, 2026 and the dividend will be paid on July 3, 2026. Withholding taxes on dividend payments are detailed in the third resolution.
The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, having reviewed the report of the Board of Directors as well as the report of the Statutory Auditors and the corporate financial statements for the fiscal year ended December 31, 2025, approves the 2025 corporate financial statements, as submitted, which show a net income of 1,045,843,188.06 euro, as well as the transactions reflected in such financial statements or summarized in such reports.
The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, having reviewed the report of the Board of Directors as well as the report of the Statutory Auditors and the consolidated financial statements for the fiscal year ended December 31, 2025, approves the 2025 consolidated financial statements, as submitted, which show a net income of 1,653 million euro, as well as the transactions reflected in such financial statements or summarized in such reports.
The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, resolves, on the recommendation of the Board of Directors, to allocate the distributable profit, considering:
|
net income for the 2025 fiscal year amounts to |
1,045,843,188.06 euro |
|---|---|
|
allocation to the legal reserve amounts to(a) |
|
|
prior retained earnings amount to |
1,003,789,132.29 euro |
|
amounts to |
2,049,632,320.35 euro |
To be distributed to shareholders
(for a total of 254,311,860 shares in circulation, Including treasury stock, on the basis of a dividend per share of 3.75 euro, as of December 31, 2025), i.e., 953,669,475.00 euro
The dividend is set at 3.75 euro for each of the shares carrying dividend rights and will be payable in cash. The ex-dividend date will be July 1st, 2026 and the dividend will be payable on July 3rd, 2026.
It is specified that the total distribution amount is calculated based on the total number of shares as of December 31, 2025, and will be adjusted according to the number of shares entitled to a dividend on the ex-dividend date. The total dividend amount will be adjusted accordingly, and the amount allocated to the "Retained Earnings" account will then be determined based on the dividend actually paid, with the reminder that the dividend amount corresponding to treasury shares held on the ex-dividend date will be allocated to the «Retained Earnings» account.
