Notice of meeting - 2026 Combined General Shareholder's Meeting

ELEVENTH RESOLUTION

Authorization to the Board of Directors, for a period of eighteen months, to allow the Company to trade in its own shares

The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, having reviewed the Board of Directors’ report, and pursuant to Articles L. 22-10-62 et seq. of the French Commercial Code, authorizes the Board of Directors with the right to sub-delegate its authority in accordance with legal requirements and the Company’s Articles of Incorporation, to purchase or arrange the purchase of the Company’s shares for the following purposes:

• allotting or selling shares to employees and/or corporate officers of the Company and/or of the Group in particular as part of the Company’s profit-sharing scheme, by allotting free shares or granting stock options, or through company savings plans, or inter-company savings plans, under the terms and conditions provided for by the applicable regulations, or any other share- based compensation scheme;
• delivering shares to honor obligations in connection with instruments or securities that may confer entitlement to equity rights, whether by redemption, conversion, exchange, presentation of a warrant or by any other means giving right to the allocation of ordinary shares of the Company;
• conserving and subsequently delivering shares as a means of exchange in merger or spin-off transactions or as a contribution, as payment in the case of external growth transactions;
• stimulation of the secondary market or the liquidity of Publicis Groupe S.A. shares through the intermediary of an investment services provider acting pursuant to a liquidity agreement and in compliance with market practices accepted by the AMF (as modified, where applicable);
• cancelling all or part of the shares thus acquired, in accordance with the law and pursuant to the authorization granted by the eighteenth resolution of the Combined General Shareholders’ Meeting of May 27^th, 2025.

This program is also intended to enable the Company to trade in its own shares for any other authorized purpose or any other market practice that is currently authorized or accepted or may be authorized or accepted in the future by the laws and regulations in force. In such a case, the Company will inform its shareholders by issuing a press release.

The Company will be entitled to purchase its own shares, and sell or transfer shares redeemed, directly or through an investment service provider, in one or more transactions, at any time and by any means authorized by the laws and regulations in force, or that may come into force in the future, on regulated stock markets, multilateral trading facilities (MTFs), through systematic internalizers or over-the-counter, and, notably, by buying or selling blocks of shares, sale and repurchase agreements, through takeover bids or securities exchange bids, by using option mechanisms, derivative financial instruments, warrants or, more generally, securities giving access to shares in the Company (without limitation on the portion of the program that may be carried out by any of these means). The Company may also be entitled to hold and/or cancel shares redeemed subject to authorization by an extraordinary general shareholders’ meeting, in compliance with applicable regulations.

However, the Board of Directors may not, unless previously authorized by a general shareholders’ meeting, make use of this authorization from the moment a third party makes a public offering for the Company’s securities and until expiry of the offering period.

The share purchases may involve a number of shares limited as follows:

• the maximum number of shares that can be purchased during the buyback program shall not exceed 10% of the shares making up the Company’s share capital on the date of each repurchase. This percentage will apply to the share capital as adjusted to reflect transactions affecting the share capital carried out subsequent to this Shareholders’ Meeting. When shares are redeemed to promote liquidity in accordance with the requirements of the General Regulation of the AMF, the number of shares taken into account to calculate the 10% limit is equal to the number of shares purchased, less the number of shares resold during the authorization period;
• the number of shares purchased with a view to their retention or future delivery in connection with merger, spin-off or contribution transactions will not exceed 5% of the Company’s share capital. The maximum unit purchase price will be one hundred and thirty (130) euro, excluding acquisition costs, it being specified that this price will not apply to share buyback used for allocating free shares to employees and/or corporate officers of the Company and the Group or when they exercise stock options.

In the event of a change in the par value of shares or any transaction having an impact on shareholders’ equity, the General Shareholders’ Meeting delegates to the Board of Directors the power to adjust the aforementioned purchase price in order to take into account the impact of such transactions on the share price.

The Company’s total amount used for share buyback under this authorization will not exceed three billion three hundred and six million fifty-four thousand one hundred eighty euro (3,306,054,180 euro).

The General Shareholders’ Meeting grants the Board of Directors, all powers, including the right to sub-delegate its authority, as permitted by laws and regulations and in accordance with the Company’s Articles of Incorporation, to determine the modes and conditions of implementation, to allocate or reallocate the shares acquired to the various objectives in view of compliance with applicable laws and regulations, to execute all instruments, enter into all agreements, take all necessary measures to preserve the rights of securities holders that may confer equity rights, in pursuance of legal and regulatory provisions, and, where applicable, in accordance with contractual provisions referring to other cases requiring adjustment, carry out all formalities, and, more generally, to do everything necessary to implement this resolution.

This authorization is granted for a period of eighteen months from the date of the General Shareholders’ Meeting.

This authorization cancels, with immediate effect, the unused portion and unexpired term of the authorization granted under the seventeenth resolution approved by the Combined General Shareholders’ Meeting of May 27, 2025.