Report on the Combined General Shareholders’ Meeting of May 25, 2022

Publicis Groupe S.A. [Euronext Paris FR0000130577, CAC 40] Combined General Shareholders’ Meeting took place today 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 is available at the same address.

With a quorum of 76%, the shareholders adopted all 31 resolutions, among which:

• The renewal of the term of office of Mrs. Élisabeth Badinter as a member of the Supervisory Board for a period of four years;
• The appointment of Mr. Tidjane Thiam as a member of the Supervisory Board for a term of four years;
• The compensation for 2021 and the compensation policies for 2022 of Corporate Officers;
• The payment of a dividend of 2.40 euros per share, up 20% compared to the dividend paid for fiscal year 2020. The ex-dividend date will be July 4, 2022 and the dividend will be paid on July 6, 2022.

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, said: “After two years dominated by the COVID-19 pandemic, we’re happy to be able to meet and dialogue with our shareholders in-person again. The Supervisory Board and I want to praise the performance of the Groupe, both in terms of growth and profitability. This was the result of exceptional dedication from all the Groupe employees under the leadership of Arthur Sadoun, who did an amazing job across the board in 2021. In 2022, he continues to demonstrate the same energy and the same talent, with a courage that commands admiration. In the context of geopolitical, economic and health uncertainties that mark the beginning of the year, the Groupe has achieved outstanding results which once again demonstrate the strength of our model, with an offering that combines unique assets in creativity, data, media and technology into a unique organization, the Power of One, for the greater benefit of all our clients. This way, thanks to our robust foundations and our agile organization, Publicis Groupe is uniquely positioned to continue to grow and adapt in an environment that remains uncertain.”

Mr. Maurice Lévy, on behalf of the Supervisory Board, also expressed his warm thanks and appreciation to Mrs. Cherie Nursalim, whose term of office expired at the end of the Meeting, for her valuable contribution to the work of the Supervisory Board and its Committees throughout her term of office. The Supervisory Board today welcomed Mr. Tidjane Thiam, whose qualities as a manager of major international financial and insurance groups combined with his valuable knowledge of China and Africa, reinforce the international dimension and the diversity of experience and skills within the Board.

Mr. Arthur Sadoun, Chairman and CEO of Publicis Groupe, presented 2021 key highlights and 2022 prospects. He said: “2021 was a record year for Publicis, both commercially and financially. In 2022, the world sees a resurgence of macroeconomic uncertainties linked to the evolution of the war in Ukraine and the consequences of inflation. However, in this context, we published strong results in the first quarter 2022, demonstrating the attractiveness of our unique offer in the industry. For the rest of the year, while remaining vigilant, we are confident to achieve all of our objectives for 2022, with notably organic growth expected in the upper part of the 4% to 5% range 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

The Supervisory Board, meeting after the General Shareholders’ Meeting, also decided on the composition of the Board's Committees:

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

^[1] In accordance with the law and the Afep-Medef Code, the members of the Supervisory Board representing employees are not taken into account for the calculation of this percentage