RESOLUTIONS WITHIN THE POWERS OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
APPROVAL OF FINANCIAL DELEGATIONS (12TH TO 21ST RESOLUTIONS)
We submit for your approval the twelfth to the twenty-first resolutions to renew the financial delegations of authority granted to the Board of Directors expiring in fiscal year 2026.
The purpose of these resolutions is to enable the Board of Directors to take action in order to provide the Company with the financial resources to pursue its development strategy, to strengthen its equity, and to use, when the time comes, the financial instruments to be issued, depending on the conditions and opportunities of the French or international financial markets.
The summary table of delegations of authority and financial authorizations granted to the Board of Directors is available on page 46 of this notice of meeting. The table lists all currently valid delegations and how the Board used them during the past fiscal year.
In any event, the Board of Directors will be able to carry out these delegations of authority and authorizations only within the strict limits of the following maximum amounts, subject to the approval of the General Shareholders’ meeting.
The Statutory auditors’ report regarding all of these resolutions can be found on the Publicis Groupe website at:
https://www.publicisgroupe.com/investors/shareholders/ general-meeting
Summary table of the maximum amounts applicable to the delegations of authority and authorizations to increase the capital:
This summary table presents the hierarchy of maximum amounts applicable to the delegations of authority and authorizations to increase the capital of Publicis Groupe:
Overall limit: 30 million euro
Sub-limit without subscription rights: 10 million euro:
- Issuance through public offerings other than private placements — Resolution 13*
- Private placements — Resolution 14*
- Over-allotment option («Green Shoe») — Resolution 15*
- Public offering — Resolution 17*
- Consideration for contributions in kind, excluding public offering — Resolution 18*
- Capital increases for the benefit of one or more specially designated person(s) — Resolution 19*
Sub-limit of employee share ownership plans: 2.8 million euro:
- Capital increases for the benefit of subscribers to a company savings plan — Resolution 20
- Capital increases in the context of employee share ownership plans — Resolution 21
Outside sub-limits:
- Capital increases with subscription rights — Resolution 12*
- Capital increases by incorporated reserves, earnings or premiums — Resolution 16*
Limit on debt securities issuance: 1,200 million euro Resolutions concerned: 12, 13, 14, 17, 18, 19