Report on the Combined General Shareholders’ Meeting of May 31, 2023

June 1, 2023 Paris – Publicis Groupe S.A. [Euronext Paris FR0000130577, CAC 40] Combined General Shareholders’ Meeting took place yesterday at 10:00 a.m. at the PublicisCinémas, chaired by Mr. Maurice Lévy, Chairman of the Supervisory Board.

The Combined General Shareholders' Meeting was also broadcast live on the Company's website: https://www.publicisgroupe.com/en/investors/shareholders/annual-general-meeting. The replay of this Meeting will be available at the same address.

With a quorum of 79%, the shareholders adopted all 22 resolutions, among which:

• The renewal of the terms of office of Mrs. Suzan LeVine and Mrs. Antonella Mei-Pochtler  as members of the Supervisory Board for a period of four years;
• The appointment of KPMG S.A. as Statutory Auditor, in replacement of Mazars whose mandate came to termination;
• The compensation for 2022 of Corporate Officers;
• The compensation policies for 2023 of the members of the Management Board (10^th and 11^th resolutions) and of the members of the Supervisory Board (8^th and 9^th resolutions) as detailed in the Universal Registration Document (Chapter 3-2 “Compensation of Corporate Officiers”);
• The payment of a dividend of 2.90 euros per share, up 21% compared to the dividend paid for fiscal year 2021. The ex-dividend date will be July 3, 2023 and the dividend will be paid on July 5, 2023.

Detailed voting results are available on the Company's website: https://www.publicisgroupe.com/en/investors/shareholders/annual-general-meeting.

At the General Shareholders’ Meeting, Mr. Maurice Lévy, Chairman of the Supervisory Board of Publicis Groupe S.A., said:

“Having anticipated changes in the digital ecosystem, our long term investments in Data and Technology are now enabling our Power of One model to make a clear di­fference for our clients, by bringing together all of our expertise, including Media and Creativity.

Our transformation, which began very early and has continued with renewed energy over recent years, is bearing fruit, enabling us to tackle tense economic situations and emerge stronger. Our model, our ability to anticipate and respond, and of course our talents, put us in strong stead for the future, enabling us to reinvent our offer to deliver stronger and more added value solutions.

2022 has once again demonstrated that Publicis has exceptional resources, delivering remarkable results, despite a significantly complex geopolitical and economic global situation, particularly with the war in Ukraine, high inflation and the resurgence of the pandemic in several parts of the world.

I would like, both personally and on behalf of the Supervisory Board, to thank all of our employees for their remarkable work and praise the exceptional dedication of the Chairman of the Management Board, Arthur Sadoun. His leadership, energy and responsiveness enabled the Groupe to meet and exceed all of its objectives.

Artificial Intelligence and new revolutions are reshuffling the future of all economic activity, with structural consequences for our clients. Given its achievements in 2022 and at the start of 2023, along with its ability to integrate all innovations, the Groupe is strongly equipped to help our clients navigate and win in these areas.

I would like to thank our shareholders for their massive support, their encouragement and the excellent atmosphere of the Meeting”.

Mr. Arthur Sadoun, Chairman of the Management Board of Publicis Groupe S.A., presented 2022 key highlights and 2023 prospects. He said:

“2022 was another record year for the Groupe on all fronts: double-digit organic growth for the second year in a row, a number one position in terms of New Business, and the highest financial ratios in the industry. The Groupe saw its momentum continue at the start of 2023, with Q1 growth exceeding expectations and that of our peers.

Thanks to the profound transformation carried out in recent years, our model is firing on all cylinders, which has enabled us to become the second largest group globally in terms of revenue.

In a context that remains uncertain, our revenue mix, associated with our unique go-to-market and our platform organization, make us confident in our ability to achieve all of our 2023 objectives, notably an organic growth expected in the top half of the 3 to 5% range that we set at the start of the year.”

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Composition of the Supervisory Board

At the end of this Meeting, the Supervisory Board remains composed of 13 members, with 45%^[1] women, and two members representing the employees. The Board remains largely composed of independent members.

Composition of the Supervisory Board Committees remains the same:

AUDIT COMMITTEE:

Chair: Jean Charest

Members: Thomas H. Glocer, André Kudelski, Suzan LeVine, Tidjane Thiam

Expert: Jean-Michel Etienne

ESG COMMITTEE:

Chair: Suzan LeVine

Members: Sophie Dulac, Antonella Mei-Prochtler, Patricia Velay-Borrini 

COMPENSATION COMMITTEE:

Chair: André Kudelski

Members: Thomas H. Glocer, Maurice Lévy, Antonella Mei-Pochtler, Patricia Velay-Borrini

Expert: Michel Cicurel

STRATEGY AND RISK COMMITTEE:

Chair: Marie-José Kravis

Members: Simon Badinter, Thomas H. Glocer, Maurice Lévy, Antonella Mei-Prochtler, Pierre Pénicaud, Tidjane Thiam

NOMINATING COMMITTEE:

Chair: Élisabeth Badinter

Members: Jean Charest, Marie-Josée Kravis, André Kudelski, Suzan LeVine, Maurice Lévy