Notice of meeting - 2026 Combined General Shareholder's Meeting

Purpose and draft resolutionss

APPROVAL OF COMPENSATION PAID OR AWARDED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER WITH RESPECT TO FISCAL YEAR 2025 (INDIVIDUAL EX POST VOTING) (8TH RESOLUTION)

OBJECTIVE

In accordance with Article L. 22-10-34 II of the French Commercial Code, the eighth resolution submits for your approval the total compensation and benefits of any kind paid or awarded to the Chairman and Chief Executive Officer, Arthur Sadoun, with respect to fiscal year 2025.

These components of compensation were paid or allocated to Arthur Sadoun in accordance with the compensation policy approved at the General Shareholders’ meeting of May 27, 2025.

This information is presented in the 2025 Universal Registration Document, Chapter 3, Section 3.2.3.2.

EIGHTH RESOLUTION

Approval of the components of the total compensation and benefits of any kind paid or awarded with respect to fiscal year 2025 to Mr. Arthur Sadoun, Chairman and Chief Executive Officer

The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, having reviewed the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code, approves, in accordance with Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional components of the total compensation and be-nefits of any kind paid or awarded in respect of fiscal year 2025 to Mr. Arthur Sadoun, Chairman and Chief Executive Officer, as presented in the 2025 Universal Registration Document (Chapter 3, section 3.2.3.2 - Compensation paid or awarded in 2025 to Mr. Arthur Sadoun, Chairman and Chief Executive Officer).

APPROVAL OF THE COMPENSATION POLICY FOR CORPORATE OFFICERS WITH RESPECT TO FISCAL YEAR 2026 (EX ANTE VOTING) (9TH AND 10TH RESOLUTIONS)

OBJECTIVE

In accordance with Article L. 22-10-8 of the French Commercial Code, we submit for your approval the ninth resolution, on the compensation policy for the Chairman and Chief Executive Officer, and the tenth resolution, on the compensation policy for Directors, with respect to fiscal year 2026.

The Board of Directors determined the 2026 compensation policy for corporate officers based on the Compensation Committee’s recommendation. This policy aligns with Publicis Groupe S.A.’s corporate and social interests, supports its business strategy, and promotes its long-term sustainability.

The policy is presented and detailed in the 2025 Universal Registration Document, Chapter 3, Section 3.2.2.1 for the Directors and Section 3.2.3.1 for the Chairman and Chief Executive Officer.

NINTH RESOLUTION

Approval of the compensation policy for the Chairman and Chief Executive Officer with respect to fiscal year 2026

The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, having reviewed the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code, describing the components of the compensation policy for corporate officers, approves, pursuant to Article L. 22-10-8 II of the French Commercial Code, the compensation policy for the Chairman and Chief Executive Officer with respect to fiscal year 2026 as presented in the 2025 Universal Registration Document (Chapter 3, section 3.2.3.1 - Compensation policy for Mr. Arthur Sadoun, Chairman and Chief Executive Officer).

TENTH RESOLUTION

Approval of the compensation policy for the Directors with respect to fiscal year 2026

The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, having reviewed the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code, describing the components of the compensation policy for corporate officers, approves, pursuant to Article L. 22-10-8 II and L. 225-45 of the French Commercial Code, the compensation policy for the Directors with respect to fiscal year 2026, as presented in the 2025 Universal Registration Document (Chapter 3, section 3.2.2.1 - Compensation policy for the Directors).

AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS, FOR A PERIOD OF EIGHTEEN (18) MONTHS, ENTITLING THE COMPANY TO TRADE IN ITS OWN SHARES (11TH RESOLUTION)

OBJECTIVE

The eleventh resolution submits for your approval the renewal of the authorization granted to the Board of Directors for the implementation of the Company’s share buyback policy with characteristics as follows:

  • Authorization validity period: 18 months;
  • Number of shares: 10% of the shares comprising the Company’s share capital;
  • Maximum price per share: 130 euro;
  • The total maximum amount under this authorization: 3,306,054,180 euro;
  • No share buybacks during a public offering period.
This authorization can be used for the following purposes:
  • Allotting or transferring shares to employees and/or corporate officers of the Company and/or the Groupe;
  • The transfer of shares upon the exercise of rights attached to securities granting entitlement, immediately or in the future, to the allocation of Company shares;
  • The holding and subsequent transfer of shares in payment or exchange in connection with external growth transactions, mergers, spinoffs, or contributions;
  • The liquidity and market-making activity of Publicis Groupe S.A. shares;
  • The cancellation of shares through a reduction of the share capital.

The objectives of the buyback program are detailed in the eleventh resolution, as well as in the description of the buyback program presented in the 2025 Universal Registration Document, Chapter 8, Section 8.3.3.