Notice of meeting - 2026 Combined General Shareholder's Meeting

Purpose and draft resolutionss

DELEGATION OF AUTHORITY TO CARRY OUT ONE OR MORE CAPITAL INCREASES, WITH PREFERENTIAL SUBSCRIPTION RIGHTS, IN FAVOR OF MEMBERS OF A COMPANY SAVINGS PLAN (20TH RESOLUTION) OR CERTAIN CATEGORIES OF BENEFICIARIES (21ST RESOLUTION)

OBJECTIVE

We submit for your approval the twentieth and twenty-first resolutions for the delegation of authority granted to the Board of Directors to carry out capital increases, without preferential subscription rights, in favor of:

  • Members of one or several savings plans in the Company or one of the Group’s French or foreign companies, for a period of twenty-six (26) months (twentieth resolution);
  • Categories of beneficiaries who do not benefit from the system provided for in the aforementioned twentieth resolution, within the context of employee share ownership plans, for a period of eighteen (18) months (twenty-first resolution).

The purpose of the twenty-first resolution is to allow employees and corporate officers located in countries where it is not possible, for local reasons (regulations, taxes or other circumstances) to transfer shares on a secure basis through a company investment fund (FCPE) and to benefit from share ownership schemes equivalent in terms of economic profile to those available to other Groupe Publicis employees and corporate officers.

The maximum nominal amount of the capital increase that may be carried out under these two delegations of authority will not exceed 2.8 million euro. This maximum amount will be set against the total maximum amount of 30 million euro.

If the Board of Directors decides to carry out one or more capital increases pursuant to these authorizations, the subscription price shall be set in accordance with the terms set forth in the resolution. This price will be based on a maximum discount of 30% applied to the average opening price of the shares over the twenty trading sessions preceding the decision. The Board may reduce or cancel this discount at its discretion.

TWENTIETH RESOLUTION
Delegation of authority to the Board of Directors, for a period of twenty-six months, to decide to issue ordinary shares in the Company or securities giving access to ordinary shares in the Company or one of its subsidiaries, without preferential subscription rights, in favor of subscribers to a Company savings plan

The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, and pursuant to Articles L. 3332-18 to L. 3332-24 of the French Labor Code and Articles L. 225-129 et seq., L. 225-138, L. 225-138-1, L. 228-91 et seq. of the French Commercial Code: