Advanced TV: Advertising medium in which ads are shown in programs and films broadcast via over-the-top (OTT) services on connected TVs (with a built-in Internet connection) or streaming devices.

Data: Data used to support clients in their marketing or sales decisions.

Digital business transformation (DBT): Consulting services in the transformation of our clients’ business models and their adaptation to the digital world.

Dynamic creativity: Personalized creative content adapted to the consumer according to their characteristics (location, interests, stage in their consumer journey, etc.).

Epsilon CORE ID: The market-leading privacy-safe person-based identifier, designed to help brands accurately recognize and reach consumers across the open web.

Epsilon PeopleCloud: Platform powered by Epsilon’s CORE ID to enable personalized consumer journeys at scale. The platform allows brands to manage and grow their client data, engage with consumers across channels and measure marketing spend to optimize best outcomes.

Global Delivery Centers: Hubs bringing together Publicis Groupe employees available to support the country model, particularly in media, production, data and digital transformation expertise.

Groupe Client Leaders (GCL): The Groupe Client Leader is responsible for all services and skills made available to the client, regardless of the discipline. GCLs have a geographical scope that can be global, regional or country-based.

Industry verticals: Organization of certain Groupe activities according to the clients’ business sector.

JANUS: JANUS is the body of rules of conduct and ethics that applies to all Groupe employees and establishes the rules of business conduct: “The Publicis way to behave and operate”.

Direct-to-consumer brands: Brands selling directly to consumers over the Internet without going through physical distributors.

Platform: Service acting as an intermediary to access information, content, services or goods, most often published or provided by third parties. It organizes and prioritizes content and generally responds to its own ecosystem approach.

Practices: Communication and marketing activities that require global centralization.

Publicis Communications: Until the end of 2019, Publicis Communications brought together the Groupe’s global creative offering, including Publicis Worldwide, Leo Burnett, Saatchi & Saatchi, BBH, as well as Prodigious, a world leader in production, Marcel, Fallon and MSL, a specialist in strategic communication. As of early 2020, this structure no longer exists at the global level as the Groupe has moved to a country organization. It continues to exist in the United States, reflecting the organization's adaptation to the size of the country. Publicis Communications US has also included Razorfish, a digital marketing activity, since 2020.

Publicis Health: Publicis Health is a world leader in healthcare and pharma communications.

Publicis Media: Until the end of 2019, Publicis Media brought together all of the Groupe’s media expertise, specifically the investment, strategy, analyses, data, technology, marketing performance and content of Starcom, Zenith, Spark Foundry, Blue 449, Performics and Digitas. As of early 2020, this structure no longer exists at the global level as the Groupe has moved to a country organization. It continues to exist in the United States, reflecting the organization's adaptation to the size of the country.

Publicis Sapient: Publicis Sapient partners with clients in the field of digital business transformation, based on technology, data, digital and consumer experience.

Re:Sources: Re:Sources includes the Shared Service Centers, which cover most of the required administrative functions for the Groupe’s agencies.

Retail media: Purchase and sale of advertising on retailers’ websites and apps, most commonly in sponsored product ad format and based on retailer transactional data.

The Power of One: A unique offering made available to clients by simply, flexibly and efficiently providing all of Publicis Groupe’s expertise (creative, media, digital, tech, data and health).

Viva Technology: Event co-organized by the Groupe, Les Échos and Publicis Groupe. This is the first international meeting dedicated to innovation, the growth of start-ups and collaboration between large groups and start-ups in France.

Walled garden: Expression generally used to designate the advertising ecosystems of a few digital giants in which advertisers have only limited access to data and information.

In 1926, Marcel Bleustein-Blanchet created an advertising agency called Publicis, “Publi,” for “Publicité,” which means advertising in French, and “six” for 1926. The founder’s ambition was to transform advertising into a true profession with social value, applying rigorous methodology and ethics, and to make Publicis a “pioneer of modern advertising.” The Company quickly won widespread recognition. In the early 1930s, Marcel Bleustein-Blanchet was the first to recognize the power of radio broadcasting, a new form of media at the time, to establish brands. Publicis became the exclusive representative for the sale of advertising time on the government-owned public broadcasting system in France. But in 1934, the French government removed advertising on State radio; Marcel Bleustein-Blanchet decided to launch his own station, “Radio Cité,” the first private French radio station. In 1935, he joined forces with Havas to form a company named “Cinéma et Publicité,” which was the first French company specialized in the sale of advertising time in movie theaters. Three years later he launched “Régie Presse,” an independent subsidiary dedicated to the sale of advertising space in newspapers and magazines.

After suspending operations during the Second World War, Marcel Bleustein-Blanchet reopened Publicis in early 1946, and not only renewed his relationships with pre-war clients but went on to win major new accounts: Colgate-Palmolive, Shell and Sopad-Nestlé. Recognizing the value of qualitative research, in 1948, he made Publicis the first French advertising agency to conclude an agreement with the survey specialist IFOP. Later, he created an in-house market research unit. At the end of 1957, Publicis relocated its offices to the former Hotel Astoria at the top of the Champs-Élysées. In 1958, it opened the Drugstore on the first floor, which has since become a Paris landmark. In 1959, Publicis set up its department of “Industrial Information,” a forerunner of modern corporate communications.

From 1960 to 1975, Publicis grew rapidly, benefiting in particular from the beginnings of advertising on French television in 1968. The Boursin campaign inaugurated this new media: this was the first television-based market launch in France, and the slogan soon became familiar to everyone in the country: “Du pain, du vin, du Boursin” (“Bread, wine and Boursin”). Several months later, Publicis innovated again by siding with one of its clients in a new kind of battle: the defense of Saint-Gobain for which BSN had launched the first-ever hostile takeover bid in France.

In June 1970, 44 years after its creation, Publicis became a listed company on the Paris Stock Exchange.

However, on September 27, 1972, Publicis’ head offices were entirely destroyed by fire. A new building was built on the same site and the Company set about pursuing a strategy of expansion in Europe through acquisitions the same year, taking over the Intermarco network in the Netherlands (1972), followed by the Farner network in Switzerland in 1973; this resulted in the creation of the Intermarco-Farner network to support the expansion of major French advertisers in other parts of Europe. In 1977, Maurice Lévy was appointed Chief Executive Officer of Publicis Conseil, the Groupe’s main French business, after joining Publicis in 1971.

In 1978, Publicis set up operations in the United Kingdom after acquiring the McCormick advertising agency. In 1984, Publicis had operations in 23 countries across Europe. In 1981, Publicis opened a very small agency in New York.

In 1987, Marcel Bleustein-Blanchet decided to reorganize Publicis as a company with Supervisory and Management Boards. He became Chairman of the Supervisory Board, and Maurice Lévy was appointed Chairman of the Management Board. Since then, the strategy for Publicis has been defined by the Management Board and submitted to the Supervisory Board for approval; all operational decisions are made at the Management Board level.

In 1988, Publicis concluded a global alliance with the American firm Foote, Cone & Belding Communications (FCB) and the two European networks of the two partners merged. Publicis thus expanded its global presence with the help of its ally’s network.

Growth accelerated in the 1990s. France’s number four communications network, FCA!, was acquired by Publicis in 1993, followed by the merger of FCA! with BMZ to form a second European network under the name FCA!/BMZ. In 1995, Publicis terminated its alliance with FCB.

On April 11, 1996, Publicis’ founder died. His daughter, Élisabeth Badinter, replaced him as Chairman of the Supervisory Board. Maurice Lévy stepped up the Company’s drive to build an international network and offer clients a presence in markets around the world. The drive to acquire intensified and became global: first Latin America and Canada, then Asia and the Pacific, India, the Middle East and Africa. The United States was the scene of large-scale projects from 1998 onwards, as Publicis looked to significantly expand its presence in the world’s largest market. Publicis acquired Hal Riney, then Evans Group, Frankel & Co. (relationship marketing), Fallon McElligott (advertising and new media), DeWitt Media (media buying).

In 2000, Publicis acquired Saatchi & Saatchi, a business with a global reputation for talent and creativity. This acquisition was a milestone in the development of the Groupe in Europe and the United States. In September, Publicis Groupe was listed on the New York Stock Exchange. This same year, Publicis acquired Winner & Associates (public relations) and Nelson Communications (healthcare communication).

In 2001, Publicis Groupe formed ZenithOptimedia, a major international player in media buying and planning, by merging its Optimedia subsidiary with Zenith Media, which had previously been owned 50/50 by Saatchi & Saatchi and the Cordiant Group.

In March 2002, Publicis Groupe announced its acquisition of the US Group Bcom3, which controlled Leo Burnett, D’Arcy Masius Benton & Bowles, Manning Selvage & Lee, Starcom MediaVest Group and Medicus, and held a 49% interest in Bartle Bogle Hegarty. At the same time, Publicis Groupe established a strategic partnership with Dentsu, the leading communications Group in the Japanese market and a founding shareholder of Bcom3. The acquisition established Publicis Groupe in the top tier of the advertising and communications industry, making it the fourth largest advertising Groupe worldwide, with operations in more than 100 countries and five continents.

From 2002 to 2006, Publicis Groupe successfully integrated Bcom3, following Saatchi & Saatchi, and brought together a large number of entities. At the same time, it made a number of acquisitions to create a coherent range of services that would address clients’ needs and expectations, particularly offering different types of marketing services and access to the principal emerging markets. In late 2005, Publicis Groupe obtained its first official rating (“investment grade”) from the two leading international rating agencies, Standard & Poor’s and Moody’s. In late December 2006, Publicis Groupe launched a friendly tender offer for Digitas Inc., a leader in the digital and interactive communications sector in the United States and worldwide. This operation, which was completed in January 2007, was the first step in the Groupe’s remarkable advance into digital technology. At the time, the Groupe correctly foresaw the profound changes that the arrival of digital communications would have on the media world and, with the acquisition of Digitas, it immediately positioned itself as a market leader in that space. With the launch of “The Human Digital Agency” project, the Groupe clearly indicated its intention to integrate digital technology into the heart of its business, thereby reaffirming the desire and vision of its founder to make the Groupe a “pioneer of new technologies.”

During 2007 and 2008, Publicis Groupe undertook a profound reorganization of its structures and operational methods in order to adapt to the requirements of the digital era. It has thus added digital services to its well-known holistic service offer, while simultaneously pursuing the consolidation of its positions in fast-growing economies, both of which will be major challenges in the years to come. 2007 was the year of Publicis’ integration of Digitas Inc. This rapid and successful integration triggered a series of acquisitions in the digital domain in order to complete the Groupe’s global offer in the fields of interactive and Mobile Communication. 2008 and 2009 saw Publicis Groupe pursue the drive to develop in the fast-growing area of interactive communications and expansion into emerging markets.

In January 2008, Publicis Groupe and Google publicly announced a collaborative project. This collaboration, which began in 2007, is founded on a shared vision of using new technologies to develop the advertising business. The arrangement is not exclusive and is expected to complement other established partnerships with leaders in interactive media.

Amid brisk growth in the digital arena, the most visible sign of the Groupe’s transformation was undoubtedly the launch of VivaKi, a new initiative aimed at optimizing the performance of advertiser investments and maximizing Publicis Groupe’s market share growth. This initiative allows clients to reach precisely defined audiences in a single campaign and across multiple networks.

The global economic crisis in 2009, which saw numerous economies enter into recession and global trade shrink by 12%, did not hinder the development of Publicis Groupe’s strategy.

The acquisition of Razorfish – the number two interactive agency in the world after Digitas – from Microsoft in October 2009, brought new strengths to the Groupe’s digital activities, notably in e-commerce, interactive marketing, search engines, strategy and planning, social network marketing and the resolution of technological architecture and integration issues.

During 2009, Publicis Groupe and Microsoft entered into a global collaboration agreement defining three core objectives for the development of digital media. Microsoft’s and VivaKi’s respective teams will be able to provide clients with greater added value and effectiveness in all the domains of the digital sphere: content, performance, definition, targeting, and audience ratings.

In 2009, Publicis Groupe became the world’s third-largest communications firm, overtaking its competitor IPG. This position as number three has been considerably strengthened since then.

Thus, having confirmed the success of its strategy, in 2010 the Groupe continued its investments in digital activities and in developing areas of the world such as China, Brazil and India.

Despite the economic disruption in 2011, which was primarily due to sovereign debt in the eurozone and another financial crisis in August, followed by the United States’ debt rating downgrade, Publicis accelerated the development and implementation of its strategy, prioritizing digital businesses and developing countries. The Groupe acquired New York-based Big Fuel, the only agency specializing in social networks, thereby solidifying its position in the digital sector, and also acquired the Talent and DPZ agencies in Brazil and Genedigi in China.

During 2012, a difficult and uncertain year for growth, especially in Europe, Publicis Groupe continued to pursue an action plan that involved acquisitions and agreements designed to intensify the implementation of its strategic choices. The Groupe thus made a number of targeted acquisitions, particularly in the digital sector, in France, Germany, the United Kingdom, Sweden, the United States, Russia, Brazil, China, Singapore, India, Israel and, for the first time, in Palestine. Additionally, still in the digital arena, Publicis Groupe and IBM formed a global partnership based on their unparalleled influence on the future of e-commerce.

During 2013, Publicis Groupe actively pursued acquisitions, particularly in the digital sphere and across the globe, in order to achieve critical mass in various businesses, especially digital, and in the countries in which it already had a footprint, thereby leveraging scale. Having acquired LBi, the largest European independent marketing and technology agency, combining strategic, creative, media and technical expertise, the Groupe proceeded to combine it with the Digitas integrated global network, creating DigitasLBi, the world’s most complete digital network. It capitalizes on the seamless geographical integration of both entities: Digitas’ well-established position in the United States, LBi’s strong presence in Europe and the strong position of both networks in the Asia-Pacific region.

On July 27, 2013, Publicis Groupe and Omnicom Group Inc. signed an agreement for a merger of equals. In May 2014, Publicis Groupe chose not to pursue the merger with Omnicom Group Inc. With its unique position in the digital business, which offers growth prospects in a communications landscape upset by the rapid emergence of new technologies, the Groupe accelerated its development in innovative disciplines via the acquisition of several digital agencies and strategic partnerships.

In September, Publicis Groupe and Adobe formed a strategic partnership to offer the Publicis Groupe Always-On PlatformTM, the Groupe’s first comprehensive marketing management platform, which automates and centralizes all components of client marketing. This unique platform, anchored within VivaKi, available to all Publicis Groupe’s agencies and networks and standardized on Adobe Marketing Cloud, will enable, for the first time, all Publicis Groupe’s agencies to create attractive content, analyze their marketing, identify and create audience segments, deploy campaigns, as well as monitor and measure marketing performance using a common technology and data structure.

The most notable transaction of 2014 was the acquisition of Sapient, announced on November 3, 2014 and completed in early 2015. In an increasingly converged world, clients need a partner offering digital solutions to help them keep up with a connected, empowered consumer whose behavior has completely changed. The contribution of Sapient, combined with Publicis Groupe’s know-how in the digital area, creativity, media and brand communication, created unparalleled expertise in marketing and sales across all distribution channels and consulting services based on outstanding technological prowess.

Publicis Sapient is part of the new organization announced in 2015, aimed at structuring the Groupe in such a way that its clients are at the very heart of its organization. In the Groupe’s top 20 markets, major clients will each be assigned a Global Client Leader or a Country Client Leader, depending on the geographical scope of the support they require. In this way, the Groupe can offer the entire array of solutions to its clients: creative solutions through “Publicis Communications,” media solutions through “Publicis Media,” digital solutions through “Publicis Sapient,” and healthcare solutions provided by “Publicis Health.” For all other countries, a single structure called “Publicis One” combines all these solutions — creative, media, digital, healthcare — in each country.

Publicis Groupe is thus implementing the most integrated organization in the sector, for the benefit of its clients and employees alike. The new structure was rolled out over the first few months of 2016.

Publicis Groupe continued its tactical acquisitions strategy, with a view to completing its operational networks, both in expertise (content, commerce, behavioral analysis) and geographical scope (South Africa, Israel).

As announced at the end of 2015, the work to implement the new structure was completed by mid-2016. This structure abandons the holding Company model in order to develop a company operational architecture based on the Connecting Company concept. Highly modular in structure, the Connecting Company model of Publicis Groupe is unlike any other platform in its genre, and offers clients plug & play access to state-of-the-art services. It means a complete rethinking of our approach:

• ■make clients the priority ‒ the entire transformation of Publicis Groupe was designed and carried out in order to place our clients at the heart of our operations. Their requirements and objectives help us determine which solutions should be offered to them to ensure their success and growth;
• ■a fluid model ‒ just one person ‒ the Global Client Leader or Country Client Leader ‒ acts as the sole point of contact and account manager who can draw on our pool of almost 84,000 talents and break down silos, the legacies of the past and longstanding habits;
• ■working in harmony ‒ we have consolidated our income statements and removed all operational hurdles;
• ■modular organization ‒ the main advantage of our new structure is not just the depth and breadth of our capabilities, but above all our ability to adapt to any situation and to individual client requirements, with an open architecture that offers our global partners plug & play access where required;
• ■a comprehensive offering ‒ by bringing together our creativity, our intelligence and our technological expertise, we are able to present ideas to our clients on how to carry out their own transformations and ensure a consumer experience unlike that offered by any other agency or holding Company on the market.

Thus, Publicis connects all its expertise in an integrated way thanks to the “Power of One,” to provide winning solutions to its clients. 

Two events that took place in 2016 have made Publicis’ history. The goal of the first, Viva Technology Paris, run in association with the Les Échos Group, was to stage a global event in Paris that would bring together start-ups and major stakeholders in the digital industry. This annual event is now a major event in Europe for global technology companies and start-ups. On its 90th anniversary, Publicis Groupe launched a project named Publicis90. This idea was to provide 90 projects or start-ups with financial aid and the support of the Groupe’s digital experts. After an initial phase of stringent selection over a period of several months, the winners were selected from among the 3,500 contestants from 130 countries and received their awards at a ceremony held during Viva Technology.

At the beginning of 2017, the Publicis Groupe Supervisory Board appointed Arthur Sadoun as Maurice Lévy’s successor as Chairman of the Management Board. Since June 1, 2017, Maurice Lévy has been a member of the Supervisory Board, which he now chairs.

2017 was marked by two themes: going further with integration and faster in the execution of the strategy prepared by Maurice Lévy. Our ambition is to become the leader in the convergence of marketing and operational transformations, through the alchemy of creativity and technology. For this, the Groupe has created two new decision-making entities, the Executive Committee and the Management Committee.

After breaking the silos and organizing itself into Solutions, the Groupe has gone a step further by implementing an organizational structure by country, with the aim of providing clients with a fully integrated offer, from advertising to marketing, consulting, and media, with data at its core. The deployment of this organization has begun in France, the United Kingdom, China and Italy.

Sprint to the Future, the plan for 2018-2020, was unveiled in March 2018. Built around its strategic game changers, namely data, dynamic creativity and digital business transformation, as well as its country organization, Publicis Groupe aims to become an indispensable partner in business transformation. These ambitions are matched by a sizeable investment plan, financed by a raft of cost-savings measures.

At the same time, Publicis Groupe looked to equip itself with a system that would serve its talent. The Marcel artificial intelligence platform, developed in partnership with Microsoft, and named in tribute to the group’s founder, Marcel Bleustein-Blanchet, was launched in May 2018. The aim of Marcel is to facilitate the transformation from a holding Company to a platform so that all Groupe employees worldwide can discuss and collaborate without barriers or borders.

2019 was a pivotal year for the Groupe with the acquisition of Epsilon, the marketing Big Data specialist. Epsilon has the technology and platforms to structure client first-party data, round it out with an incomparably diverse range of data sources and put together personalized campaigns at scale. Now more than ever, our activities are resolutely positioned to the future, with more than 30% of our net revenue generated by data and digital business transformation.

At the same time, the Power of One strategy, initiated in 2016, is now fully effective. Through the Groupe Client Leader, clients are offered a tailored service and direct access to the Groupe’s entire range of expertise. The Groupe helps its clients to constantly innovate and grow their sales, while controlling costs.

In 2019, the Groupe completed its transformation in terms of assets and structure. The Groupe is now in a unique position to serve clients across the entire value chain. It is the only one to have large-scale assets in creativity, media, data and technology.

2020 was marked by the global Covid-19 pandemic, which affected all countries and sectors of activity for most of the year. This major health crisis resulted in one of the largest economic crises in recent history. The measures taken by various governments to contain this pandemic, such as lockdowns, have had a sudden and unprecedented impact on consumption and production.

The transformation that Publicis Groupe had initiated several years earlier enabled it to best meet the needs of its clients, to navigate alongside them in the crisis, define strategies to overcome it, accelerate their digital transformation and build direct links with their consumers. At the same time, the Groupe has taken important operational decisions to preserve its talent. The roll-out of Marcel, the Groupe’s artificial intelligence platform, has thus been accelerated to meet the requirements of new working methods and enable better sharing, even remotely. Marcel has acted as a way of bringing teams together and proved to be a valuable tool during such a period.

In such a context, the Groupe succeeded in delivering solid results thanks to the transformation undertaken several years earlier. Several factors were decisive in the Groupe’s performance: the Groupe’s investment in data and technology, with the acquisitions of Sapient and then Epsilon; its country organization, which enabled it to support its clients as closely as possible at each stage of the crisis and to provide a complete offer combining data, technology, media and creativity in an integrated manner; and its Marcel platform, which enabled the Groupe to adapt and act quickly by allocating resources efficiently.

2021 was exceptional in more than one aspect. Firstly, it saw a strong rebound in advertising spend globally, boosted by general economic growth and multiple stimuli from central banks and governments. It was also marked by the continuation of structural changes in the industry, in first-party data management, new digital media, the evolution of commerce and the digital business transformation. In this context, the Groupe acquired CitrusAd, the technological platform that optimizes the marketing performance of brands directly on e-commerce sites. Financially, the Groupe posted record results in 2021, with all indicators exceeding their 2019 levels.

The Groupe emerged from this pandemic both strengthened and ever more committed, as evidenced by the progress recorded this year in terms of ESG, which is reflected by taking first place, in our sector, in the rankings of eight of the top ten rating agencies.

In 2022, the Groupe’s revenues exceeded euro 14 billion for the first time and net revenue euro 12 billion, driven in particular by double-digit organic growth for the second consecutive year. The Groupe made several acquisitions in the field of data (Retargetly in Latin America), commerce (Profitero) and expertise in digital transformation (Tremend). In addition, the Groupe announced the creation of a joint venture with Carrefour, Unlimitail to respond to the booming Retail Media market in Continental Europe and Latin America.

On the ESG front, the Groupe laid the foundations for a major initiative, #WorkingWithCancer, aimed at eradicating the stigma of cancer in the workplace, by supporting affected employees or those whose relatives are affected by the disease. Many companies have joined the project since the beginning of 2023.

In a particularly difficult macroeconomic context, and after six years of transformation, Publicis clearly stood out in 2023, with a financial performance that far exceeded that of its competitors. With revenue of nearly euro 15 billion in 2023, Publicis reinforced its position as the second-largest player in the industry and the leading player in terms of market capitalization. During the year, the Groupe made several acquisitions: Yieldify in the field of technological marketing; Practia, one of the leaders in digital transformation in Latin America; and Corra, a leader in e-commerce recognized by Adobe as the one of the best companies in North America.

Publicis is a world leader in marketing, communications and digital business transformation, established in 1926 when Marcel Bleustein-Blanchet created what was essentially a start-up.

The passion that Marcel felt for communications and the creation of strong relations between brand names and consumers transformed this new business into a prosperous and respected profession. The Groupe has never stood still, continuing to grow, innovate and transform for nearly 100 years. The core values dear to its founder’s heart have continued to define everything we do: respect, honest products, client satisfaction, quality and creativity, together with a pioneering spirit, unwavering conviction and the ethical values inherited from his legendary fighting spirit.

In 2023, the Groupe operates in more than 100 countries, has more than 103,000 employees and has become the second largest group in the global communications sector(1).

Our investments focus on digital expertise, data and technology to strengthen our teams and promote innovation and the offer of new services. The strengthening of our agencies and the development of strategic partnerships and initiatives with major Internet players enables Publicis Groupe to anticipate the changes and evolution of communication industries towards digital technologies. The aim is to offer the most innovative solutions to our clients, in step with the rapid changes in consumer behavior and technologies.

In 2021, Publicis announced the acquisition of CitrusAd, a Software as a Service (SaaS) platform optimizing brands' marketing performances directly within e-commerce websites, with headquarters based in Australia. CitrusAd’s expertise in e-commerce sites combined with Epsilon’s Retail Media offer for publishing sites, both powered by the CORE ID, enables Publicis Groupe to lead the new generation of identity-led Retail Media, with completely transparent performance measurement, validated directly by transactions. This acquisition was completed on September 1. While the growth of Retail Media is exponential, this acquisition aims to enable Publicis Groupe’s clients to accelerate their growth in this very dynamic sector. Clients will thus have complete visibility on the consolidated performance of their media investments and unparalleled access to first-party data from e-commerce sites, enabling them to prepare for a world without cookies.

Publicis also completed the acquisition of Boomerang in Benelux, strengthening its dynamic creativity and content offer for both local and global clients. Boomerang’s skills will contribute to strengthening the Groupe’s global Production capabilities, in particular Le Pub, and to the creation of a global center of excellence for Dynamic Creativity based in the Netherlands.

In December, Publicis announced the launch of SCB Tech X, a joint-venture between Publicis Sapient and Siam Commercial Bank (SCB), creating one of the largest fintech operators in Southeast Asia. The joint-venture started up with 1,200 employees and is 60% owned by SCB and 40% by Publicis Sapient. SCB Tech X is a cloud-native platform-as-a-service leader which serves clients in Southeast Asia, at a time when the total value of transactions in the digital payments market is expected to reach more than USD 1 trillion by 2025 in the region. SCB Tech X caters to retailers and consumers across the region and provides both innovative banking services, such as credit, current and savings, and non-financial services, ranging from meal delivery to health and well-being content, to online travel reservations.

Lastly, in December, the Groupe completed the acquisition of 100% of BBK Worldwide (United States), a full-service R&D marketing company and leader in clinical trials (CTE). BBK enables customers in the biotechnology and pharmaceutical industries to accelerate their R&D programs, advancing research through the unique integration of patient-centric services and proprietary technologies, thus complementing Publicis Health’s existing capabilities in CTE.

Total acquisition costs for entities integrated during 2021 (gross payments, after excluding cash and cash equivalents acquired) came to euro 276 million, including euro 103 million in earn-out payments. In addition, euro 14 million were disbursed for the payment of non-controlling interests.

In 2022, the Groupe made several acquisitions to strengthen its capabilities in Data, Digital Business Transformation and Commerce. In digital transformation, the Groupe acquired Tremend, a Company of 650 engineers and developers, founded 16 years ago and based in Bucharest (Romania), to develop the new Publicis Sapient global distribution center in Europe. The Groupe also acquired Tquila ANZ, one of the leading multi-cloud solution consulting firms in Australia, with the aim of strengthening the Salesforce expertise of Publicis Sapient. In Commerce, the Groupe acquired the SaaS platform Profitero. With 300 employees, this world leader in e-commerce intelligence enables brands to analyze and optimize their sales, marketing and operational performance on 70 million products sold online on more than 700 e-commerce sites worldwide. In Data, the Groupe acquired Retargetly and Yieldify and integrated them within Epsilon. Retargetly works with distributors and publishers to combine first-party data with partner data for personalized targeting and audience measurement on digital channels. This acquisition enabled Epsilon to launch its activities in Latin America. In addition, the acquisition of Yieldify strengthened the Epsilon offering with solutions that improve the personalization of sites and the optimization of conversions and the client experience.

Following the conflict between Ukraine and Russia, Publicis announced in March 2022 its withdrawal from Russia, with the transfer of control of its agencies to local management. The Groupe transferred control of its operations to Sergey Koptev, founding Chairman of Publicis in Russia, with a contractual commitment to ensure a future for its 1,200 employees in the country. Publicis stopped its business and investments in Russia, and the cession was effective immediately. This disposal, effective immediately, led to an exceptional loss on disposal of euro 87 million. Russia has been deconsolidated since April 1, 2022.

Total acquisition costs for entities integrated during 2022 (gross payments, after excluding cash and cash equivalents acquired) came to euro 523 million, including euro 119 million in earn-out payments. In addition, euro 49 million was paid out as part of the disposal of Russia (cash of divested entities).

In 2023, Publicis announced the acquisition of Practia, based in Buenos Aires, a leading Latin American independent technology company and provider of digital business transformation services. With its 1,200 experienced professionals, this acquisition will position Publicis Sapient to enter the Latin America market while establishing a foundation for a nearshore delivery platform that will enable the Company to better service clients based in North America.

Publicis also completed the acquisition of Publicis Sapient AI Labs, an innovative artificial intelligence research and development joint venture launched in 2020 in partnership between Publicis Sapient, Elder Research and Tquila. The acquisition will further strengthen Publicis Sapient’s data and AI capabilities, and enable the company to develop innovative solutions across industries for a wide range of applications, such as generative AI, Natural Language Processing (NLP), computer vision and autonomous systems.

In digital transformation, the Groupe acquired Corra, based in New York, a leader in e-commerce recognized by Adobe as one of the best e-commerce companies in North America. Corra will augment Publicis Sapient’s existing expertise in commerce solutions, including Adobe Commerce, while extending Publicis Sapient’s offerings in digital and omnichannel commerce. By acquiring Corra, Publicis Sapient will further establish itself as a global leader across the entire Adobe Product Suite, in addition to further cementing its already leading capabilities.

In June, Publicis and Carrefour announced the launch of their joint-venture Unlimitail to address the booming Retail Media demand in Continental Europe, Brazil and Argentina. Unlimitail will partner with retailers and brands, bringing unequaled scale, connectivity and consistency for Retail Media to reach its full potential in those regions. It is built on the most advanced technologies, “CitrusAd powered by Epsilon,” and the deepest retail expertise from Carrefour in the mass market retail sector. Unlimitail has already converted its first 13 retail partners, representing together more than 120 million loyalty customers.

Finally, in December, the Groupe announced the launch of PS Hummingbird, a joint venture with Tquila to expand Publicis Sapient’s generative AI offerings. PS Hummingbird operates as an independent entity and offers end-to-end services including strategy and planning, user experience and process design, data analysis, implementation, testing, training and long-term support.

Total acquisition costs for entities integrated during 2023 (gross payments, after excluding cash and cash equivalents acquired) came to euro 194 million, including euro 71 million in earn-out payments.

Publicis Groupe did not conclude any significant agreements or any agreements conferring a significant obligation or commitment on the Groupe, with the exception of those concluded in the normal course of business, during the two years preceding the date of this Universal Registration Document.

The Groupe does not believe that it is dependent on any specific patent or license to operate its businesses.

R&D within Publicis Groupe has always taken an applied form, as it is directly linked to the search for concrete technological solutions designed to help our clients, to developing and improving the performance of our products, technological platforms or internal tools, and to taking advantage of the latest technological advances to offer new options to our clients. Several PhD students work within the Groupe, most of them at Sapient and Epsilon.

At Epsilon, more than 70 PhD students in decision science are continuously optimizing the algorithms of our platforms to make them more precise, more powerful, and ultimately, more effective. A specific program hosts 15 PhD students for one year to monitor the work of the Decision Science teams.

Publicis Sapient has developed seven Labs in North America, Europe, India and Latin America, which are centers of technical expertise to respond in real time to clients’ technological issues. Our experts are available to answer client questions regarding the implementation of different platforms and the search for optimal solutions, and these teams can conduct Research & Development projects on behalf of clients to improve the performance of their tools or develop a new application environment (website, app, internal network). In addition, two recent initiatives enable the internal engineering community to work more effectively together. On the one hand, thanks to an internal collaboration platform several teams of engineers can cooperate simultaneously on the same project. On the other hand, it is an agnostic solution for the cloud, artificial intelligence/machine learning projects bring together engineers and data scientists in order to gain efficiency and speed for large-scale solutions. With the explosion of AI and Generative AI, Publicis Sapient’s expertise in this area is an asset in terms of innovation for clients, on how to use these new tools to improve products, services and user experiences. The skills spectrum covers Data Science, Data Strategy, Data Engineering and Data Analytics, which are partners in AI Accelerators and AI Labs, thus enabling rapid experimentation with new solutions. These teams also include Computer Science, Artificial Intelligence, Machine Learning, Mathematics, Physics and Engineering specialists.

Lastly, the Groupe’s Media activities invest significant resources in mathematical and statistical processing in order to best advise their clients in their media choices (particularly in terms of modelling the marketing mix or calculating the effectiveness of media actions), and many doctoral students are also part of these teams.

The risk factors described below, together with the other information concerning Publicis Groupe and its consolidated financial statements included in this Universal Registration Document should be carefully considered before making an investment in the shares or other securities of Publicis Groupe. This section covers the main risks to which Publicis Groupe feels exposed to, as of the date of this Universal Registration Document. Each one of the risk factors may have a negative impact on the Groupe’s earnings and financial position as well as on its share price or financial instruments. Other risks and uncertainties of which Publicis is unaware of or which are not currently considered to be significant could also have a negative impact on the Groupe.

In accordance with the provisions of article 16 of Regulation (EU) 2017/1129, in each of the risk categories mentioned below, risks are presented in descending order of significance according to the Groupe's assessment at the date of this document. The risk factors considered the most significant are presented first, following an assessment of their potential impact and likelihood, after taking into account the mitigating measures implemented. The significance of the risks, as assessed by Publicis Groupe, may be amended at any time in light of changes in the Groupe's activities and circumstances.

At the filing date of this Universal Registration Document, the geopolitical environment remains marked by the continued conflict in the Middle East and between Russia and Ukraine. The Groupe’s direct exposure to these conflict countries is low (less than 0.4% of revenue).

In general, all the risks identified below must be considered in light of the consequences of an uncertain geopolitical and macroeconomic context.

The internal control and risk management framework is fully integrated into the operational and financial management of the Groupe. Its remit extends across all the Groupe’s activities and structures. The Groupe internal control and risk management policy, which is regularly monitored by the Audit Committee and the Strategy and Risk Committee, approved by the Management Board and applied at all levels of the Groupe, is designed to provide reasonable assurance regarding the achievement of the Groupe’s objectives in relation to:

• ■the reliability of financial and non-financial information;
• ■compliance with applicable laws and regulations;
• ■the management of strategic, operational and financial risks;
• ■the efficacy and efficiency of operations, in line with the direction set by the Management Board.

The objectives of this framework, as approved by the Management Board and presented to the Audit Committee and Strategy and Risk Committee, are to enable:

• ■continuous monitoring aimed at identifying risks and opportunities having a potential impact on the achievement of the Groupe’s strategic, operational and financial objectives;
• ■appropriate communication about risks contributing to the decision-making process;
• ■regular monitoring of the effectiveness of the Groupe internal control and risk management framework.

The Groupe has a Secretary General function, which allows an organized and centralized monitoring of the activities that constitute the internal control framework. The Secretary General is a member of the Groupe’s Management Board. This function includes the Legal Department (managed by the General Counsel), the Internal Audit, Internal Control and Risk Management Department (managed by the VP of Internal Audit, Risk & Control), the Human Resources Department (compensation and employee benefits, human resources information system management, employee-related matters and mobility) and Corporate Social Responsibility (CSR). The Secretary General attends all meetings of the Strategy and Risk Committee. The Secretary General and the VP of Internal Audit Risk & Control attend all Audit Committee meetings and have easy access to its Chair and each of its members. Similarly, the Audit Committee has direct access to the Groupe’s risk management and internal control department. Expertise that enables a broader vision of risks and action levers are thus brought together, which supports the effort to improve risk management throughout the entire organization.

The Groupe’s internal control and risk management system bases its structure on the 2013 COSO (Committee of Sponsoring Organizations of the Treadway Commission) guidelines, as well as the reference framework defined by the AMF.

The insurance policy’s purpose, centrally managed within the Insurance Department, is to provide the best coverage for the Groupe's people and assets by achieving the right balance between local and corporate insurance coverage.

By implementing a two-tier insurance coverage (local and centralized), the Groupe strives to ensure complementarity of guarantees and thus better risk management across all the countries in which Publicis is present.

On a local level, mainly through the Re:Sources shared service centers, entities must purchase general liability, property damage and business interruption, automobile and employer’s liability insurance policies, as well as health and life insurance coverage for local employees. This insurance is taken out in compliance with the local regulations.

The only exception is the European zone: using the free provision of services framework in Europe, the Groupe has taken out a property damage and business interruption insurance policy and a general liability insurance policy which is available to all European subsidiaries.

At Groupe level, insurance programs have been implemented with leading insurance companies with the aim of automatically covering all subsidiaries against the financial consequences of risks such as, but not limited to:

• ■professional liability and cyber risks;
• ■director and officer liability;
• ■liability related to employment practices;
• ■general liability when terms and conditions or limits differ from the local insurance policies;
• ■property damage and business interruption when terms and conditions or limits differ from the local insurance policies;
• ■assistance and repatriation of employees during business travel.

In addition, the Groupe negotiates and sets up specific coverage that subsidiaries may subscribe to depending on their business needs, such as credit insurance, health and life insurance for expatriates and specific insurances for film and TV shoots.

The insurance policies are regularly reviewed to customize the coverage to any changes in our activity and, in particular, new digital services: the Groupe focuses particularly on this risk and its cyber-risk insurance coverage.

The amount of coverage is considered to be consistent with identified risk levels and with market practices.

In light of the Groupe’s significant Mergers and Acquisitions activity, the Insurance Department also oversees the integration of acquired entities within the Groupe’s program.

In June 2022, the Groupe set up Publicis Ré SA, a captive reinsurance Company within the meaning of article L.310-1-1 of the French Insurance Code. Publicis Ré is a wholly-owned French subsidiary dedicated to the reinsurance of the Groupe’s risks. It was approved on October 10, 2022 by the French Prudential Supervision and Resolution Authority (ACPR) to operate as a non-life reinsurer.

This reinsurance captive was created to facilitate the coverage of cybersecurity risks and professional liability in an increasingly tight insurance market context.

The report on corporate governance, within the competence of the Supervisory Board, includes information on the composition and functioning of management bodies, on compensation of corporate officers and on matters likely to be significant in the event of a public offer.

The information contained in the following developments is that mentioned in articles L. 225-37-4 and L. 22-10-10 of the French Commercial Code. Other information in the report, notably that mentioned in article L. 22-10-11 of the French Commercial Code, is listed in Section 10.8 of the Universal Registration Document “Cross-reference table for the corporate governance report”.

Publicis Groupe SA refers to the Afep-Medef Code as updated in December 2022. This Corporate Governance Code is available for consultation on the Afep website at www.afep.com.

The Company is a French joint-stock limited liability Company (société anonyme) with a Management Board (Directoire) and a Supervisory Board (Conseil de surveillance). The quality of its governance and compliance with the principles and rules governing its activities are central to the concerns of Publicis Groupe and the Supervisory Board.

Since 1987, the Groupe has had a dual governance system with both Management and Supervisory Boards, which was considered the best organization for Publicis Groupe. The quality of the Board’s work is ensured by the strong involvement of its members and facilitated by the role of five committees: a Compensation Committee, a Nominating Committee, a Strategy and Risk Committee, an Audit Committee and an ESG Committee (environmental, social and governance issues).

The members of the Management Board and Supervisory Board are collectively referred to as “corporate officers” in this document.

On June 1, 2017, Mr. Arthur Sadoun succeeded Mr. Maurice Lévy as Chairman of the Management Board of Publicis Groupe SA. On the same date, Mr. Maurice Lévy succeeded Mrs. Élisabeth Badinter as Chairman of the Supervisory Board. Mrs. Élisabeth Badinter was appointed Vice-Chair of the Supervisory Board on June 1, 2017.

In the interest of the Company and to ensure its sustainability, the Supervisory Board examines and decides on the main strategic orientations. It authorizes all transactions that have an impact on the Company’s capital and financial structure. The Supervisory Board has the power to appoint and dismiss members of the Management Board and to exercise permanent control over the management of the latter.

The Management Board is the Company’s collegial decision-making body. It is vested with the broadest powers to act in all circumstances on behalf of the Company that it represents vis-à-vis third parties. In accordance with the law, the Management Board is required to prepare a quarterly report on the Company’s business and submit it to the Supervisory Board for review. This report sets out the Groupe’s results, financial position, cash flow and human resources policy.

In the exercise of its powers, the Management Board submits to the Supervisory Board for the prior approval of the decisions that have a strategic impact on the Groupe, and in particular all decisions relating to significant transactions outside the strategy announced by the Company.

The Management Board and the Supervisory Board maintain a relationship of trust based on mutual respect for the prerogatives of each body as well as on an open and ongoing dialogue.

Mr. Arthur Sadoun, Chairman of the Management Board and Mr. Maurice Lévy, Chairman of the Supervisory Board, consult each other on the definition of the major strategic orientations and all significant events of the Company, benefiting from their respective knowledge of Publicis Groupe and its business sectors. Mr. Arthur Sadoun, regularly informs Mr. Maurice Lévy of the Company’s operations.

At the General Shareholders' Meeting on May 29, 2024, a proposal will be made to change the Company's management structure to that of a Board of Directors instead of the current dual structure with a Management Board and a Supervisory Board.

In this context, on April 17, 2024, the Supervisory Board approved the proposed changes to the Groupe's corporate governance structure and resolved to recommend the adoption of a Board of Directors structure in which Mr. Arthur Sadoun would act as Chairman and Chief Executive Officer (CEO).

The proposed new structure is described in more detail in Section 3.2 below and in the Management Board’s report.

The Supervisory Board is composed of at least three members and no more than 18 members. Members of the Supervisory Board are appointed by the General Shareholders’ Meeting. They serve four-year terms. The General Shareholders’ Meeting may nevertheless appoint or reappoint one or more members of the Supervisory Board for one-, two- or three-year terms with the sole aim of staggering their terms of office.

As of December 31, 2023, the Supervisory Board had 13 members, including two members representing employees appointed by the Groupe Works Council pursuant to article L. 225-79-2 of the French Commercial Code. Eight members are foreign national. It has 45% women and 55% men, and 64% are independent members, with the Board members representing employees not included in the calculation of these percentages, pursuant to the law and the Afep-Medef Code.

The table below provides a summary of the Supervisory Board’s composition as of December 31, 2023:

The General Shareholders’ Meeting of May 31, 2023 resolved to renew the terms of office of Mrs. Suzan LeVine and Mrs. Antonella Mei-Pochtler as members of the Supervisory Board. These two terms of office will expire at the end of the Ordinary General Shareholders’ Meeting called to approve the financial statements for the 2026 financial year. The Supervisory Board meeting of May 31, 2023 also renewed their positions on the Supervisory Board Committees.

The profiles below present members of the Supervisory Board, their respective experience and skills and the main offices and positions they hold or have held over the last five years, to the Company’s knowledge. The information below is as of December 31, 2023.

Mrs. Patricia Velay-Borrini and Mr. Pierre Pénicaud were appointed as members of the Board representing employees by the Groupe Works Council, in accordance with the law and the Company’s Articles of Incorporation. They sit on the Supervisory Board in the same way as the other members, with voting rights. Subject to the applicable legislation, the Board members representing employees are subject to all legal and statutory provisions, have the same rights and are subject to the same obligations as the other Board members.

The members of the Supervisory Board representing employees are not required to hold Company shares during their term of office.

As of December 31, 2023, the Board had 45% women and 55% men. Pursuant to article L. 225-79-2, II of the French Commercial Code, the Board members representing employees are not included in the calculation of the percentage.

There has been balanced gender representation on the Supervisory Board since 2012, making Publicis Groupe SA one of the first groups to achieve gender parity on its Board.

The Publicis Groupe Supervisory Board was chaired by Mrs. Élisabeth Badinter for over 21 years, from April 19, 1996 to May 31, 2017. Three Specialized Committees of the Board are chaired by women: Mrs. Élisabeth Badinter chairs the Nominating Committee, Mrs. Marie-Josée Kravis chairs the Strategy and Risk Committee and Mrs. Suzan LeVine chairs the ESG Committee.

The quality of the Supervisory Board's composition contributes to the good governance of Publicis Groupe. The Supervisory Board thus oversees the diversity and complementary nature of members’ skills.

For several years now, the Board has sought out more international profiles. Accordingly, as of December 31, 2023, eight out of 11 members of the Supervisory Board were foreign nationals, i.e. 73%, (excluding the members representing employees). In addition, several other Board members have international exposure due to their activities in groups with a strong presence abroad or because they carry out a professional activity abroad (see presentation of Board members above).

It is also important for the Supervisory Board that a balance exists between members who have served for many years and those appointed more recently. This allows the Board to benefit from both an in-depth knowledge of the Groupe’s history and a fresh perspective on the topics addressed.

Its members also have a range of varied expertise in key areas for Publicis Groupe. Given the experience and commitment of each of the Board members and their membership of the Board committees, the Nominating Committee, after consulting each member of the Supervisory Board, has established the following skills matrix:

Pursuant to article 7 of the internal rules and regulations, the Nominating Committee proposes to the Supervisory Board a procedure for selecting future independent Supervisory Board members and carries out its own research on potential candidates before approaching them.

The Nominating Committee conducts an in-depth review of the Board’s needs in terms of skills, gender balance and diversity among its members and determines a model candidate profile. The Committee may be assisted by an external consultant.

The Chairman of the Supervisory Board and the Chair of the Nominating Committee organize interviews with the shortlisted candidates. The Chairs of the other Committees may take part in these meetings as necessary. At the end of this short-list stage, the Nominating Committee submits its recommendation to all Supervisory Board members.

The Supervisory Board discusses the proposed profile(s) and submits the appointment to the General Shareholders’ Meeting. In its proposals, the Board ensures that its composition complies with the independence criteria and is adapted to the Company's needs.

It is specified that the members of the Supervisory Board representing employees are appointed by the Groupe Works Council.

The Supervisory Board uses all the criteria proposed by the Afep-Medef Code to assess the independence of its members.

Criterion 1: Employee corporate officer within the previous five years

Not to be or not to have been within the previous five years:

• ■an employee or an executive officer of the company;
• ■an employee, executive officer or director of a company consolidated within the corporation;
• ■an employee, executive officer or director of the company’s parent company or a company consolidated within this parent company.

Criterion 2: Cross-directorships

Not to be an executive officer of a company in which the corporation holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the corporation (currently in office or having held such office within the last five years) holds a directorship.

Criterion 3: Significant business relationships

Not to be a client, supplier, commercial banker, investment banker or consultant (and not to be directly or indirectly linked to such persons):

• ■that is significant to the corporation or its group;
• ■or for which the corporation or its group represents a significant part of its activity.

Criterion 4: Family ties

Not to be related by close family ties to a corporate officer.

Criterion 5: Statutory Auditor

Not to have been a Statutory Auditor of the corporation within the previous five years.

Criterion 6: Period of office exceeding 12 years

Not to have been a member of the Supervisory Board for more than 12 years. Loss of the status of independent director occurs on the date of the 12th anniversary.

Criterion 7: Status of non-executive officer

A non-executive officer cannot be considered independent if he or she received variable compensation in cash or in the form of securities or any compensation linked to the performance of the corporation or group.

Criterion 8: Status of the major shareholder

Directors representing major shareholders of the corporation or its parent company may be considered independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nominating Committee, systematically reviews the qualification as independent, taking into account the composition of the Company's capital and the existence of a potential conflict of interest.

Situation of the members of the Supervisory Board* as of December 31, 2023 with regard to the independence criteria of the Afep-Medef Code

(the criterion is considered met when it is identified by ✔ and not met when it is identified by X)

The classification as an independent member of the Supervisory Board is reviewed annually by the Nominating Committee, which draws up a report. This report is then passed on to the Supervisory Board, which reviews the position of each member of the Supervisory Board. The Supervisory Board specifically verifies that its members have no significant business relationship either from a qualitative or quantitative perspective with Publicis Groupe.

At its meeting on March 6, 2024, the Supervisory Board, on the recommendation of the Nominating Committee, reviewed the independence of its members.

The Board analyzed in detail compliance with the third criterion recommended by the Afep-Medef Code, relating to the absence of significant business relationships. The Supervisory Board concluded that there were no significant business relationships between Publicis and each of the members qualified as independent and the companies in which these members hold other offices or functions. This classification is the result of an analysis based on the annual statements sent by the members of the Board during the preparation of the Universal Registration Document. This analysis is supplemented by an individual review carried out by the Board according to the particular situation of the members concerned, based on a broad and multi-criteria approach (nature, duration, importance and continuity of the business relationship, if it exists).

With regard to members with a non-executive corporate office in Publicis Groupe client companies, the Board ruled out the material nature of the business relationship, in particular due to the lack of decision-making power of the members concerned in the context of the establishment or maintenance of this business relationship.

More specifically, the Board examined the situation of Mr. Maurice Lévy, who meets all the independence criteria required by the Afep-Medef Code as of June 1, 2022. However, in view of his many years of experience within the Groupe, his iconic status as a former executive of the Company, the Supervisory Board, on the recommendation of the Nominating Committee, chose to maintain his status as a non-independent member.

The Supervisory Board re-examined the position, as of December 31, 2023, of Mrs. Marie-Josée Kravis, who completed her 12th year on the Board on June 1, 2022, with regard to the sixth criterion of the Afep-Medef Code.

The Committee is fully aware that the purpose of this criterion is to determine whether the time spent causes the person concerned to lose his or her independence of judgment and critical spirit with regard to the Groupe’s management. However, the Committee considered that failure to comply with this criterion alone would not automatically result in the loss of independent status for any of its members, and that the position of each member should be assessed on a case-by-case basis, taking into account the particular circumstances of each member and the specificities of the Groupe.

In the case of Mrs. Marie-Josée Kravis, the Committee considered that the influence of the time spent was not likely to affect her independence. The analysis carried out by the Nominating Committee takes into account her professional and personal situation. Mrs. Marie-Josée Kravis is an American economist specializing in the analysis of public policy and strategic planning. The areas in which she works include philanthropy, art, culture and medicine, which do not interfere with her term of office within Publicis Groupe.

The Committee took care to discuss and evaluate in substance her ability to form her own opinion and to fully exercise her control over the members of the Management Board. She has demonstrated a sense of ethics and a remarkable freedom of speech recognized by her peers.

As a result, the Supervisory Board, on the recommendation of the Nominating Committee, confirmed the status of Mrs. Marie-Josée Kravis as an independent member as of December 31, 2023.

As of December 31, 2023, the Supervisory Board comprised seven independent members out of 11 (excluding Board members representing employees in accordance with paragraph 10.3 of the Afep-Medef Code), i.e. a proportion of 64%.

The Supervisory Board has set out strict rules on conflicts of interest in its internal rules and regulations: each member of the Supervisory Board must be able to perform his or her duties independently of the other members of the Supervisory Board and the Management Board. In addition, each member undertakes to inform the Board of any actual or potential conflict of interest as soon as they become aware of it. In the event of an occurrence of such conflict of interest, the interested member refrains from discussing, or voting on, the decision on the subject in question.

To the best of the Company’s knowledge, the only family ties between the Company’s corporate officers are those between Mrs. Élisabeth Badinter - (daughter of Mr. Marcel Bleustein-Blanchet, founder of Publicis Groupe) - her son, Mr. Simon Badinter and her niece, Mrs. Sophie Dulac.

To the Company’s knowledge, there are no potential conflicts between the interests of the members of the Supervisory Board of the Company and their duties towards the Company.

Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Supervisory Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.3 and 3.5.

Except as may be described otherwise in Section 3.5, no appointment as member of the Supervisory Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.

To the best of the Company’s knowledge, over the past five years:

• ■no member of the Company’s Supervisory Board has been convicted of fraud;
• ■no member of the Supervisory Board has been involved in a bankruptcy or been subject to receivership or liquidation;
• ■no indictment and/or official public sanction has been pronounced against these people by statutory or regulatory authorities or professional organizations;
• ■no member of the Supervisory Board of Publicis Groupe SA has been banned by a court of law from being a member of a corporate body, Management or Supervisory Board of an issuer, nor from taking part in the management or business operations of an issuer.

The terms of office as members of the Supervisory Board of Mrs. Sophie Dulac, Mrs. Marie-Josée Kravis, Mr. Thomas H. Glocer and Mrs. André Kudelski will expire at the end of the next General Shareholders’ Meeting on May 29, 2024.

On the recommendation of the Nominating Committee, the Supervisory Board decided to submit to the vote of the shareholders at the next Annual General Shareholders' Meeting, the renewal of the terms of office as a member of the Supervisory Board of Mrs. Sophie Dulac, Mrs. Marie-Josée Kravis, Mr. Thomas H. Glocer and Mr. André Kudelski, only if the change of management structure to a company with a Board of Directors is not approved by the General Shareholders’ Meeting. These renewals will be proposed for a period of four years expiring at the end of the Annual Ordinary General Shareholders’ Meeting called to approve the financial statements for the 2027 financial year.

These proposals were made in consideration of the individual profiles and skills of each member, compared with the overall composition of the Supervisory Board. They reflect the desire of the Supervisory Board to maintain a diversified and balanced composition and to perpetuate the quality of the Publicis Groupe’s governance for the benefit of the Groupe’s employees, shareholders and stakeholders. 

Mrs. Sophie Dulac, granddaughter of the founder of the Publicis Groupe and niece of Mrs. Élisabeth Badinter, contributes to the stability of governance by maintaining the family shareholding on the Board. She brings all her expertise in communications, the professional sector in which she practices, and in CSR matters to the Board’s ESG Committee on which she sits.

Mr. Thomas H. Glocer brings all his expertise in financial matters and new technologies. He is a very active member, present on three of the five Specialized Committees of the Board, and has been steering the Board assessment process for six years.

Mrs. Marie-Josée Kravis brings all her expertise to the Board on issues relating to the international economic situation, particularly in the United States. She also has a very good knowledge of the functioning and governance of listed companies in France. Her skills have enhanced discussions within the Board and the Committees of which she is a member, in particular the Strategy and Risk Committee, which she chairs. 

Mr. André Kudelski plays an essential role as Chair of the Compensation Committee. In this capacity, he oversaw significant work on the compensation of the Groupe’s corporate officers and employees.

The table below summarizes the changes planned for 2024 in the composition of the Supervisory Board if the change of management structure is not adopted:

Should the change to a company with a Board of Directors be approved by the General Shareholders' Meeting of May 29, 2024, the terms of office of the current members of the Supervisory Board will expire at the end of this General Shareholders' Meeting, which will have to decide on the future composition of the Board of Directors as described in Section 3.2.1 of this document.

At the General Shareholders' Meeting on May 29, 2024, shareholders will be asked to approve a change in the Company's management structure, with the creation of a Board of Directors governed by articles L. 225-17 to L. 225-56 of the French Commercial Code in place of the current Management Board and Supervisory Board.

On the decision of the Board of Directors, whose members' appointment is submitted to this General Shareholders' Meeting, it is envisaged that Mr. Arthur Sadoun will be appointed Chair and Chief Executive Officer, and that Mr. Maurice Lévy will be appointed Honorary Chair so that the Company can continue to benefit from his talent, energy and experience.

This change, proposed by Mr. Maurice Lévy, will reconcile three major requirements for the Company and its stakeholders: first, that of a controlled transition; then, that of continuity; and finally, effective and balanced governance.

The proposed change in management method marks the culmination of a successful transition. Mr. Arthur Sadoun succeeded Mr. Maurice Lévy as Chairman of the Management Board in 2017, with Mr. Maurice Lévy becoming Chairman of the Supervisory Board. Since then, the Groupe has continued its successful development and accelerated its transformation under the combined leadership of Mr. Maurice Lévy and Mr. Arthur Sadoun.

The Supervisory Board's recommendation is to entrust Mr. Maurice Lévy with the role of Honorary Chairman, inviting him to take part in Board and Committee meetings and to continue to make his contribution to the Groupe under terms to be decided by the future Board of Directors.

The proposed organization enables us to maintain the partnership formed by Mr. Maurice Lévy and Mr. Arthur Sadoun, a key ingredient in the Company's success.

Lastly, this change will be accompanied by the implementation of balanced governance. Combining the functions of Chair and Chief Executive Officer seems to be the most appropriate organizational method for the Groupe’s current situation, its agility, its business sector, its geographical location and the challenges it faces.

The balance of power will be ensured by maintaining the position of Vice-Chairman, and by strengthening the organization of Board committees to enable them to monitor company policies more closely. A Lead Director position will be set up in order to better organize dialogue with and within the Board of Directors, in particular through executive sessions, and to be able to deal with any conflicts of interest.

On the recommendation of the Nominating Committee, the Supervisory Board has decided to submit to the vote of shareholders at the General Shareholders' Meeting of May 29, 2024 the appointment of all current members of the Supervisory Board, with the exception of Mr. Maurice Lévy, who did not wish to be elected to the Board, as Directors with effect from the close of the General Shareholders' Meeting. Mr. Arthur Sadoun will also be proposed as a Director of the Company. For members representing employees, the renewal of their term of office as Director representing employees will be submitted to the Groupe Works Council.

These proposals were made in consideration of the individual profiles and skills of each employee, compared with the overall composition of the Board of Directors. They reflect the Supervisory Board's determination to maintain a diversified and balanced composition, and to perpetuate the quality of the Publicis Groupe's governance for the benefit of the Groupe's employees, shareholders and stakeholders.

The profiles of the current members of the Supervisory Board whose appointment is planned are further detailed in Section 3.1.1.1 of this Universal Registration Document. The profile of Mr. Arthur Sadoun appears in Section 3.1.3.1 of this Universal Registration Document.

As part of the change in management, the Supervisory Board recommended, at its meeting of April 17, 2024, the adoption of a Board of Directors structure in which Mr. Arthur Sadoun would serve as Chair and Chief Executive Officer. This decision is the responsibility of the new Board of Directors, which will be appointed by the General Shareholders' Meeting of May 29, 2024.

Pursuant to applicable legal and regulatory provisions, this section sets out the compensation policy for corporate officers for the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, as well as the items of compensation for corporate officers for the 2023 financial year.

Pursuant to article L. 22-10-26, II of the French Commercial Code, the General Shareholders’ Meeting of May 29, 2024 will be asked to approve the compensation policy for corporate officers for the 2024 financial year. To this end, four resolutions are presented for, respectively, the Chairman of the Supervisory Board, the members of the Supervisory Board, the Chairman of the Management Board and the members of the Management Board. Pursuant to the law, the General Shareholders’ Meeting will be asked to vote on this policy at least once a year as well as whenever there is a major change to the compensation policy.

In exceptional circumstances, the Supervisory Board may derogate from the compensation policy where this is temporary, in the best interests of the Company and necessary to ensure the Company’s long-term future and viability.

The compensation policy for corporate officers is determined by the Supervisory Board on the basis of proposals from the Compensation Committee.

The Compensation Committee plays a key role in determining the compensation policy and the individual decisions. In this regard, the Compensation Committee meets at least once a year to review the compensation policy for corporate officers, confirm the performance results for the financial and non-financial objectives from the previous year and determine the new performance criteria and objectives for the current year. To this end, the Compensation Committee relies in particular on the elements prepared and presented by the Secretary General and also on the analyses carried out by independent compensation experts. It specifically looks at past practices in terms of the compensation of corporate officers, looks at external benchmarks as well as the terms and conditions of compensation and employment of employees and other executives within the Groupe. In addition, the Compensation Committee takes various measures to avoid or manage conflicts of interest. Chaired by an independent member and composed of 75% independent members in 2023 (see Section 3.1.2.9 “Specialized Committees of the Supervisory Board”), it ensures the application of the Supervisory Board’s internal rules, notably by asking its members to report any conflicts of interest and, if such a conflict arises, by verifying that the persons concerned abstain from participating in debate or the vote on the matter, that they do not request or communicate any information relating thereto, or that they resign from their position (see Section 3.1.1.2 “Conflicts of interest, family ties and service contracts”). The resulting policy is then submitted to the Supervisory Board before being voted on by the General Shareholders’ Meeting.

This policy is adopted once the Supervisory Board has ensured that, on one hand, it is in line with the corporate interest of Publicis Groupe while ensuring that it is attractive and competitive to make it possible to attract and retain top talent, and, on the other hand, that it will contribute to the Groupe’s long-term future, while at the same time serving the commercial strategy set out in Section 1.3.3 of this document. In this regard, the compensation policy is built on a fair balance between the items of compensation (fixed compensation, target annual variable compensation and target long-term variable compensation, in particular using performance shares) to reflect market practices and incorporate the Groupe’s performance criteria over the medium to long term.

In this respect, the variable compensation of the members of the Management Board includes a preponderant portion of financial criteria based on targets communicated to the market. They are supplemented by criteria linked to the individual responsibilities of each employee and by criteria reflecting the Groupe’s ambitions in terms of Corporate Social Responsibility (CSR), also publicly communicated. These varied and measurable criteria are relevant, verifiable and transparent to support both short- and long-term performance.

The performance criteria are all quantifiable, measurable, set in advance and validated by the Compensation Committee on the basis of a clear and pre-determined scale and calculations in conformity with the resolutions adopted.

Generally speaking, Publicis Groupe has introduced a stringent compensation policy designed to motivate employees so that they make their best contribution to the achievement of the Groupe’s strategic objectives and to ensure long-term performance. The compensation structure is communicated to employees, shareholders and investors in a clear and transparent manner. Publicis Groupe refers to the recommendations of the Afep-Medef Corporate Governance Code.

The compensation policy for corporate officers is based on the same principles as those applicable to employees: clarity, competitiveness (vis-à-vis competitors and in the markets in which Publicis Groupe operates), internal fairness, performance incentives and gender equality. The structure of compensation is based on the position and responsibilities within the Groupe and combines the following elements: the base salary (reflecting experience and responsibilities), the variable compensation (which remunerates performance during the year) and awards of performance shares, in particular (recognizing and encouraging the contribution to the Groupe’s medium- and long-term performance on the basis of measurable criteria).

The compensation policy sets out the measurement methods to be applied to corporate officers to determine the extent to which they have satisfied the performance criteria specified for variable compensation and share-based compensation. To determine the extent to which corporate officers have satisfied these performance criteria, the Supervisory Board draws on the proposals and work of the Compensation Committee, which prepares and checks, with the support in particular of the Secretary General and of the Groupe Chief Financial Officer, the performance of each officer on each of the criteria in relation to the objectives set. These checks are documented and made available to the members of the Supervisory Board.

The criteria used to distribute the annual fixed sum allocated by the General Shareholders’ Meeting to members of the Supervisory Board are set out in Section 3.3.1.2 of this document.

The principles of the compensation policy applicable to corporate officers, subject to approval by the General Shareholders’ Meeting on May 29, 2024, are also intended to apply to newly-appointed corporate officers or those who are reappointed at the General Shareholders’ Meeting. For the latter, the Supervisory Board is nevertheless authorized to temporarily decide certain adjustments in order to take into account, in particular, their profile and their experience. The Supervisory Board will decide on the advice of the Compensation Committee to the extent strictly required by the situation and only with respect to those points of the current compensation policy that are clearly inappropriate to the situation of the newly appointed executive.

Pursuant to the decisions of the Supervisory Board, the following change will be proposed to the General Shareholders’ Meeting of May 29, 2024 concerning the compensation policy previously approved by shareholders at the last General Shareholders' Meeting on May 31, 2023:

• ■on November 22, 2023, the Supervisory Board resolved to appoint Mr. Loris Nold to the Groupe Management Board, replacing Mr. Michel-Alain Proch, whose term of office ended on February 8, 2024. Mr. Loris Nold, who held the position of CEO EMEA Operations, was appointed Groupe Chief Financial Officer, replacing Mr. Michel-Alain Proch. The compensation policy applicable to Mr. Loris Nold is described in Section 3.3.1.8 of this document;
• ■if the change in governance were adopted: 
  • ■the compensation policy for the Chairman of the Supervisory Board would apply until May 29, 2024,
  • ■the compensation policy for the members of the Supervisory Board would be applied mutatis mutandis to the members of the future Board of Directors, with the exception of the Lead Director, who would benefit from an additional fixed portion,
  • ■the compensation policy for the Chairman of the Management Board would be applied mutatis mutandis to that of the future Chair and Chief Executive Officer. The future Chair and Chief Executive Officer would also be remunerated as a director of the future Board of Directors,
  • ■the compensation policy for the other members of the Management Board would apply until May 29, 2024.

The changes are described in Section 3.4 of this document.

The compensation policy for members of the Supervisory Board includes, on one hand, the items common to all corporate officers as presented in Section 3.3.1.1, and on the other, the specific items described below.

The compensation policy for members of the Supervisory Board of Publicis Groupe SA aims to reward the expertise and involvement of its members, against the backdrop of their ever-increasing commitment.

The overall annual amount of compensation awarded to members of the Supervisory Board is voted on by the General Shareholders’ Meeting of Publicis Groupe SA.

As a reminder, the General Shareholders’ Meeting of May 25, 2022 set an annual budget of euro 1.5 million for the compensation of the members of the Supervisory Board.

Within the overall compensation amount approved by the General Shareholders' Meeting, each member of the Supervisory Board receives fixed compensation of euro 10,000 per year (increased by euro 7,500 for chairing a committee) plus euro 6,000 for actual attendance at a meeting of the Supervisory Board and the Committee in which he/she participates (euro 7,500 per meeting for the Chair of a committee) to take into account the preparatory and monitoring work that he/she is required to do.

For reference, 80.90% of the compensation budget authorized for members of the Supervisory Board was used for 2023.

The payment of items of compensation for a financial year takes place the following year.

Pursuant to article 17 III of the Company’s Articles of Incorporation, the Supervisory Board may grant, in accordance with applicable laws, exceptional compensation for specific missions and duties entrusted to its members.

This compensation shall be determined by the Supervisory Board by taking into account the length and complexity of the mission after obtaining the Compensation Committee’s opinion.

For information, this option was not used in the 2023 financial year.

Aside from her compensation as a member of the Supervisory Board, Mrs. Élisabeth Badinter does not receive any specific compensation in respect of her position as Vice-Chairwoman of the Supervisory Board. Mrs. Élisabeth Badinter does not have an employment contract with Publicis Groupe SA or any of its subsidiaries.

The compensation policy for members of the Supervisory Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its twelfth resolution pursuant to article L. 22-10-26, II of the French Commercial Code.

The compensation policy of the Chairman of the Supervisory Board is based on the same principles as all corporate officers set out in Section 3.3.1.1, the items applicable to members of the Supervisory Board presented in Section 3.3.1.2, as well as the specific items submitted below.

Pursuant to article 17 I of the Company’s Articles of Incorporation, the Chairman may, aside from compensation as a member of the Supervisory Board, receive specific compensation in his role as Chairman. The amount of this compensation is determined by the Supervisory Board, taking into account the tasks that are allocated to him, upon the Compensation Committee’s proposal.

The compensation awarded, if applicable, is a fixed amount and excludes variable elements, additional benefits and share-based compensation.

As Chairman of the Board, Mr. Maurice Lévy is responsible for facilitating dialogue between the Supervisory Board and the Management Board and ensures the effective exercise of supervisory powers by the Supervisory Board. The balance and fluidity of the dialogue between the supervisory body and the management body of Publicis Groupe result, in particular, from the in-depth knowledge that Mr. Maurice Lévy has of the Groupe. It reflects the trust placed in him by both the Supervisory Board and the Management Board and makes the Groupe’s Governance exemplary.

In addition, Mr. Maurice Lévy provides support to Publicis Groupe on a few key elements, such as the monitoring of a few large clients with which Mr. Maurice Lévy has forged links over the years, the application of major management principles, the definition and supervision of the implementation of future strategies and in particular discussions on technology, digital and data.

On March 6, 2024, the Supervisory Board, on the proposal of the Compensation Committee, proposed to maintain Mr. Maurice Lévy’s annual compensation at euro 1,300,000 per year. It should be noted that, at the beginning of his new role, his annual salary was euro 2,800,000 and, at his request, was reduced to euro 1,900,000 in 2020 and then to euro 1,300,000 in 2021. It has been maintained at this level since then.

It should be noted that the compensation policy for Mr. Maurice Lévy as Chairman of the Supervisory Board for the 2023 financial year, as well as the vote on the elements paid or granted to Mr. Maurice Lévy in 2022, were approved by 87.08% and 87.07% of the votes at the General Shareholders' Meeting of May 31, 2023 (eighth and thirteenth resolutions) pursuant to, respectively, articles L. 22-10-26 II and L. 22-10-34 II of the French Commercial Code (ex ante and ex post vote).

Mr. Maurice Lévy does not have an employment contract with Publicis Groupe SA or any of its subsidiaries and does not receive any other compensation from Publicis Groupe SA or any of its subsidiaries.

The compensation policy for the Chairman of the Supervisory Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its eleventh resolution, pursuant to article L. 22-10-26 II of the French Commercial Code.

The compensation policy for the members of the Management Board is based on the same items as those for all corporate officers set out in Section 3.3.1.1 and includes the specific items submitted below.

Pursuant to article 10 IV of the Company’s Articles of Incorporation, compensation for the Chairman and members of the Management Board is set by the Supervisory Board and reviewed on the recommendation of the Compensation Committee. For members of the Management Board other than the Chairman, the Chairman of the Management Board shall make proposals to the Compensation Committee.

The compensation policy of Publicis Groupe’s Management Board aims to align the interests of the Groupe’s executives with those of the Company and its shareholders by establishing a strong link between performance and compensation. Within this context, its essential purpose is to encourage the achievement of ambitious objectives and create value on a long-term basis, by setting stringent performance criteria.

In order to do so, the compensation structure of the Publicis Groupe executives is based on fixed compensation and on annual and multi-year variable compensation directly linked to their individual performance, as well as their contribution to Groupe performance.

Furthermore, it is based on an analysis (using the services of external consultants where necessary) of market trends observed in France and abroad, both in comparable major French companies in general and, more specifically, in the companies competing with Publicis Groupe both in terms of business and talent in the United Kingdom and the United States. Comparability with Publicis Groupe's competitors is playing an increasingly important role in the analyses carried out, with Publicis Groupe now ranking second in the industry against competitors based mainly in the United States and the United Kingdom, and first in terms of market capitalization. The United States and the United Kingdom represent Publicis Groupe's largest market shares, at 59% for the American market (1st) and 9% for the British market (2nd) respectively.

This compensation policy is based on the following objectives:

• ■attract, develop, retain and motivate the most talented individuals in a business sector/industry fundamentally based on the quality of employees, and where competition for talent is particularly fierce, especially in the context of the digital transformation, underway throughout the industry and taking place in an extremely competitive general and international environment;
• ■encourage management to achieve a level of performance which is high, growing and long-lasting within an increasingly competitive environment, where new players from consulting or technological firms have become direct competitors of Publicis Groupe.

It is guided by three principles:

• ■competitive and coherent compensation packages with regard to market trends;
• ■internal equity, based on individual and collective performance, in order to ensure fair and balanced compensation, reflecting the level of individual success of each person, and the contribution to common projects, measured both quantitatively and qualitatively;
• ■achieving all the short-, medium- and long-term financial and operating results directly linked with the Groupe’s strategic objectives and for the benefit of our clients, our employees, our shareholders and all stakeholders.

It should be noted that these principles apply to all Groupe executives and are adapted based on the geographical location of the individuals, taking into consideration the differences in terms of regulations, market practices and competitive environment.

Members of the Management Board, with the exception of the Chairman of the Management Board, may have an employment contract with a Groupe company.

In the event that a new Management Board is appointed, or a new member joins the Management Board, the compensation policy applicable to members of the Management Board described in this section will apply to them. The Supervisory Board will nevertheless be authorized to decide temporarily on certain adjustments to take into account, in particular, the profile or experience of the new member(s). Where a member of the Management Board has been hired from outside the Groupe, the Supervisory Board may decide to compensate, in whole or in part, the benefits forgone on leaving the previous employment. The Supervisory Board will decide on the advice of the Compensation Committee to the extent strictly required by the situation and only with respect to those points of the current compensation policy that are clearly inappropriate to the situation of the newly appointed executive.

Compensation of the members of the Management Board comprises (i) a fixed portion, as well as (ii) a substantial variable portion, primarily based on performance and alignment of their interests with those of the Company and its shareholders. This variable compensation is made up of annual variable compensation and long-term variable compensation in the form of performance shares and/or stock options. This compensation structure applicable to the members of the Management Board is in line with that proposed to the Groupe’s top executives.

The fixed compensation is determined by taking into account:

• ■the scope of responsibility and the complexity of tasks;
• ■the career path and experience of the person holding the position;
• ■consistency compared to the other Groupe functions (internal equity);
• ■market practice for identical or comparable positions (external competitiveness).

The level of fixed compensation is reviewed every two years for members of the Management Board and other Groupe executives in order to regularly assess its relevance and competitiveness.

Compensation of the members of the Management Board is generally reassessed at relatively long intervals, pursuant to the Afep-Medef Corporate Governance Code recommendations, and when such a revision is justified, for example in the event of a change in scope or an adjustment relative to market practices or internal practices.

The annual variable compensation is intended to represent a substantial, but not predominant, portion (from 25% to 33%) of the total annual compensation of the Chairman and members of the Management Board, if objectives set are achieved. It encourages outperformance, as they are rewarded when their objectives are exceeded.

Annual variable compensation is subject to measurable and verifiable performance conditions for both financial and non-financial objectives.

No minimum amount is guaranteed. Annual variable compensation is calculated, if applicable, on a pro rata basis for the year of the start of the term of office to the year of the end of the term of office.

It is based on several criteria whose performance is measurable. These criteria are assessed separately and take into account:

• ■the Groupe’s overall performance (organic growth and operating margin) and/or the performance of the network to which the executive belongs;
• ■the achievement of objectives related to Corporate Social Responsibility (CSR);
• ■the achievement, where applicable, of the executive’s individual objectives, assessed a posteriori by taking into account the quantitative results and the context in which the performance was achieved.

These parameters are determined in advance for each financial year and proposed by the Compensation Committee to the Supervisory Board for approval.

Detailed elements of annual variable compensation for the 2024 financial year are explained in Section 3.3.1.5 for the Chairman of the Management Board and Sections 3.3.1.6 to 3.3.1.8 for the other members of the Management Board.

In addition to the possible derogation provided for in paragraph 2 of article L. 22-10-26, III of the French Commercial Code and to ensure that the application of the compensation policy reflects both the performance of the Chairman and the members of the Management Board as well as the Groupe, the Supervisory Board, upon the recommendation of the Compensation Committee, may take into account, if applicable, certain unpredictable and specific circumstances that may affect the assessment of the performance of the Chairman and the members of the Management Board, such as, for example, a substantial change to the Groupe’s scope or the missions entrusted to a top executive, a major event affecting the markets or structural changes affecting our industry.

In this context and on an exceptional basis, the Supervisory Board reserves the right to decide on a specific and discretionary adjustment to the performance criteria (weighting, trigger thresholds, targets, objectives, etc.) attached to the annual variable compensation, both upwards and downwards, and within the limit of the ceiling set for these components in the compensation policy. It is stipulated that the Supervisory Board shall take into account in its assessment the actual performance of the Chairman or the members of the Management Board concerned, in view of the favorable or unfavorable impact on the Groupe’s overall performance, the Groupe’s relative positioning compared to its competitors and the payments made to shareholders and employees over the period.

In the assumption that the Supervisory Board uses this adjustment clause, it will communicate all useful information on the proposed adjustment. This information would also be included in the corporate governance report that will be presented to the General Shareholders’ Meeting.

Finally, it should be noted that whenever this adjustment clause is implemented regarding a variable or exceptional item, the payment of the corresponding amounts will in any event be subject to a positive ex post vote of the General Shareholders’ Meeting.

The share-based compensation program is meant to incentivize on a long-term basis. It is subject to stringent performance conditions to develop loyalty and encourage the organization’s key talent over the long-term and common interests with Publicis Groupe SA shareholders (see Section 6.6, Note 32 to the consolidated financial statements).

The performance shares are not only intended to incentivize executive corporate officers over the long-term but also to retain them and to help align their interests with the best interests of the Company and shareholders.

The members of the Management Board may therefore receive compensation in the form of Publicis Groupe shares, specifying that the shares granted are subject to performance and continued presence conditions to be met over a period generally set at three years.

Since 2021, the members of the Management Board benefit from a regular performance share plan ("LTIP"). An initial grant of shares is made each year, but they only vest after three years, and then only in accordance with the achievement of stringent objectives. The value of performance shares granted under the LTIP represents, at the time of the grant, 200% of the fixed compensation for members of the Management Board. In order to bring the Chairman of the Management Board’s multi-year variable compensation more in line with that of our peers, particularly in the United Kingdom and the United States, the value of the performance shares granted to the Chairman of the Management Board represents, at the time of the grant, 300% of his fixed compensation (and up to 350% of his fixed compensation in the event of outperformance since 2023). The vesting of Publicis Groupe shares is subject to performance criteria that are measured following a three-year period, such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of weighted organic growth and an operating margin compared to a reference group of companies competing with Publicis Groupe. Since 2019, part of the Publicis Groupe shares granted are also subject to a condition based on criteria relating to Corporate Social Responsibility. From 2022, part of the performance shares granted to the Chairman of the Management Board are also subject to a relative TSR criterion (Total Shareholder Return). The number of shares actually awarded is determined in accordance with the level of attainment of these performance targets. Moreover, the vesting of the performance shares is also subject to a presence condition during the three-year vesting period.

The Supervisory Board, on the recommendation of the Compensation Committee, decided to grant the following performance shares to the members of the Management Board as part of the “LTIP 2024 Président du Directoire” and “LTIP 2024 Membres du Directoire” plans.

The characteristics of unvested plans granted to the Chairman of the Management Board are as follows:

The characteristics of unvested plans granted to members of the Management Board are as follows:

Publicis Groupe strives to use appropriate, transparent, verifiable and ambitious criteria. These criteria are based on a quantifiable, performance-related assessment (encouraging Publicis Groupe management to deliver the best results in the market) as well as complete transparency, the results being measured against public data. These decisions turn the plans into a tool for motivating and retaining Publicis Groupe management. The historic rates of achievement of performance conditions for the various plans that have been established show how relevant and extremely ambitious the criteria used are, making it possible to align Groupe and shareholder interests over the long term.

As an illustration, the rates of achievement of performance conditions for plans awarded in 2013, 2016, 2019 and 2021 demonstrate that grants are based on strict performance conditions and their achievement is aligned with both shareholders’ interests and the long-term performance of Publicis Groupe. The latest performance of the plans reflects the excellent results of Publicis Groupe compared to competitors.

The shares of the LTIP 2022 Membres du Directoire, LTIP 2022 Président du Directoire, LTIP 2023 Membres du Directoire, LTIP 2023 Président du Directoire, LTIP 2024 Membres du Directoire and LTIP 2024 Président du Directoire plans will be delivered, subject to final validation and external appraisal of the performance conditions, on March 19 and May 26, 2025 for the LTIP 2022 Membres du Directoire and LTIP 2022 Président du Directoire, on March 17 and June 1, 2026 concerning the LTIP 2023 Membres du Directoire and LTIP 2023 Président du Directoire and on March 16, 2027 concerning the LTIP 2024 Membres du Directoire and LTIP 2024 Président du Directoire plans.

The Supervisory Board considers that consistency in the performance conditions helps to create long-term value. This is why the performance criteria concerning organic revenue growth and operating margin have been used since 2003 in long-term compensation programs and for annual variable portions. The Supervisory Board has chosen to use these two criteria, which are essential in the sector, to underline the importance of these priority indicators and drivers of the Groupe’s financial viability and profitability. This is to ensure that short-term gains are not made to the detriment of long-term results. For the Chairman of the Management Board, the TSR criterion (Total Shareholder Return), in line with shareholders’ expectations, was removed from the annual variable compensation objectives in order to be included in 2022 in the LTIP objectives and assessed over a period of three years against CAC 40 companies.

Ahead of the Afep-Medef Corporate Governance Code revised in December 2022, Corporate Social Responsibility (CSR) criteria have been introduced since 2019, including one related to the combating climate change. In 2022 only, in the context of the “Great Resignation,” a criterion related to Talent management was introduced in the LTIP objectives of the Chairman of the Management Board in addition to the CSR criteria, given the strategic and material nature of this issue for Publicis Groupe.

In order to align the interests of the entire management team with the Groupe’s strategic objectives, the performance conditions used are the same for all the Groupe’s long-term compensation programs, whether they concern members of the Management Board or other executives.

In addition, to encourage the Chairman of the Management Board to create long-term value through the Groupe’s strategy and thus align with the interests of shareholders, the long-term compensation of the Chairman of the Management Board is also subject to a TSR (Total Shareholder Return) performance criterion.

In order to promote the retention of members of the Management Board, no shares are vested by the beneficiaries before the end of a period of presence in the Groupe, and subject to the performance conditions being satisfied. This vesting period is three years.

Except in the specific case of death, disability or retirement, or in exceptional circumstances explained by the Supervisory Board and made public, the acquisition of shares is subject to compliance with the presence condition for members of the Management Board until the end of the vesting period.

This condition may only be waived by a substantiated decision of the Supervisory Board after obtaining the opinion of the Compensation Committee.

Publicis Groupe share awards to members of the Management Board are limited to 0.3% of the Company’s share capital, a ceiling that also applies to stock options. For information, this ceiling is a long way from being reached. The total number of shares granted before performance under the authorization granted by the General Shareholders’ Meeting of May 26, 2021 in its twenty-second resolution currently represents 0.24% of share capital (including the awards carried out in March 2024).

The Supervisory Board has decided that, in addition to plan-specific rules, members of the Management Board must maintain ownership of at least 20% of the shares they were awarded, in registered form, throughout their terms of office. In addition, pursuant to the Afep-Medef Corporate Governance Code, members of the Management Board undertake not to use hedging instruments on shares to be received or shares received but which are non-transferable.

The Management Board reserves the right to grant stock options.

In this case, stock options would be subject to at least two performance conditions and measured over three years. The subscription or purchase price of the shares would not be lower than the average of the opening prices of Publicis Groupe shares on the regulated market of Euronext Paris over the 20 trading days preceding the date on which the options are granted, rounded down to the nearest euro, nor, for stock purchase options, the average purchase price of the Company’s treasury shares, rounded down to the nearest euro.

These awards are limited to 0.3% of the Company’s share capital, a ceiling that also applies to performance shares.

The Groupe has not granted any stock options since 2013. For information, pursuant to the compensation policy applicable to the Chairman and members of the Management Board for 2024, no stock options will be granted to them in 2024.

Members of the Management Board may benefit from collective health and welfare insurance plans based on applicable local regulations.

Members of the Management Board in France who are subject to an employment contract and are covered by the French social security system may benefit from these plans under the same conditions as employees in France.

Private insurance coverage under the French plan was offered to the members of the Management Board who cannot benefit from the compulsory unemployment insurance for employees.

The members of the Management Board may be entitled to severance payment in case of imposed departure, granted in accordance with current law and the Afep-Medef Corporate Governance Code. Pursuant to said code, the cumulative amount of the severance payment and non-compete compensation may not exceed 24 months of total compensation (annual fixed and variable compensation).

Detailed elements of severance payments are explained in Section 3.3.1.5 for the Chairman of the Management Board and Sections 3.3.1.6 and 3.3.1.8 for the other members of the Management Board.

The members of the Management Board may be bound by a non-compete agreement and, in consideration, benefit from non-compete compensation in accordance with current legislation and the Afep-Medef Corporate Governance Code. The Supervisory Board reserves the right to forgo this commitment. Pursuant to said code, the cumulative amount of the severance payment and non-compete compensation may not exceed 24 months of total compensation (annual fixed and variable compensation). It should also be recalled that, in accordance with article R. 22-10-18, III of the French Commercial Code, the payment does not apply when the interested party is retiring.

The members of the Management Board may receive benefits in line with local compensation regulations and practices, such as, for example, the provision of a car, payment of cab fares, unemployment insurance and security services.

Detailed quantified elements of the compensation policy are explained in Section 3.3.1.5 for the Chairman of the Management Board and in Sections 3.3.1.6, 3.3.1.7 and 3.3.1.8 for the other members of the Management Board.

The compensation policy for the Chairman of the Management Board is based on the same items as those for all corporate officers set out in Section 3.3.1.1 and includes the items applicable to members of the Management Board presented in Section 3.3.1.4 as well as the specific items detailed below.

Arthur Sadoun, Chairman of the Management Board

Structure of the 2024 target compensation(3)

The Chairman of the Management Board receives fixed compensation in consideration for his role.

The gross annual fixed compensation of Mr. Arthur Sadoun as Chairman of the Management Board of Publicis Groupe SA amounts to euro 1,170,000 per year since January 1, 2022.

The analysis of Mr. Arthur Sadoun’s fixed compensation in comparison with that of peers in the CAC 25(4) (as illustrated below), as well as that of the executives of Publicis Groupe’s main competitors, i.e. WPP, Omnicom and IPG, shows that his fixed compensation remains below the median of the CAC 25 and that of the group of comparable companies (i.e. WPP, Omnicom and IPG).

It is proposed to be left unchanged.

In order for the variable portion of Mr. Arthur Sadoun's compensation to better motivate good performance and more strongly penalize under-performance, objectives are set in scales (between scales, on a proportional basis):

• ■if the first scale was not reached, the corresponding portion of the annual variable compensation would be zero;
• ■at the first scale, the corresponding portion of the annual variable compensation would be 80%;
• ■at the second scale, the corresponding portion of the annual variable compensation would be 100%;
• ■if the third scale is reached or exceeded, the corresponding portion of the annual variable compensation would be 150%.

Thus, the annual variable compensation, the target of which is 200% of the annual fixed compensation, may be 300% in the best case. A contrario, in case of underperformance, the annual variable compensation would be significantly negatively impacted and could be zero.

On the recommendation of the Compensation Committee, the Supervisory Board retained demanding performance criteria to determine Mr. Arthur Sadoun's variable compensation which, for the 2024 financial year, is based on:

• ■two financial criteria accounting for 80% of the overall weighting of the criteria, i.e. organic growth of the Groupe’s revenue and the Groupe’s operating margin. 
• These absolute criteria were chosen by the Supervisory Board, following the proposal of the Compensation Committee, because they are demanding and best express the quality of the Company’s performance. These criteria provide an incentive to overperform, since variable compensation may be increased if the objectives are exceeded, with, however, a cap of 50% on each of these two criteria. 
• The option to compensate outperformance is aligned with the Groupe’s mechanisms for annual variable compensation;
• ■a non-financial quantifiable individual criterion of 20% of the overall weighting based on Corporate Social Responsibility (CSR). To accelerate the achievement of our CSR commitments, the variable compensation in respect of this criterion could be increased by 50% if the objectives are exceeded and reach the next year’s indicative checkpoint one year early.  
• If all the criteria are met and the margin and growth targets are exceeded, as well as those relating to CSR commitments, the annual variable compensation of Mr. Arthur Sadoun may represent a maximum of 150% of his target annual variable compensation, i.e. 300% of his annual fixed compensation.
  All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board. 
• The Committee assesses, in the finest detail, the performance for each objective and each criterion.

The Chairman of the Management Board receives annual variable share-based compensation subject to the achievement of the objectives set as follows.

Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As Chairman of the Management Board, Mr. Arthur Sadoun has been eligible for this plan since 2021.

The number of shares that may be delivered at the end of a three-year vesting period (except in the event of death or disability), i.e. in March and May 2025 under the “LTIP 2022 Président du Directoire,” in March and June 2026 under the "LTIP 2023 Président du Directoire" and in March 2027 under the “LTIP 2024 Président du Directoire,” will depend on:

• ■for 35% of the shares granted, the organic growth compared to a reference group composed of Publicis Groupe and the other three main global communications groups, namely WPP, Omnicom and IPG, over a three-year period (2022-2024 under the “LTIP 2022 Président du Directoire”, 2023-2025 under the "LTIP 2023 Président du Directoire" and 2024-2026 under the “LTIP 2024 Président du Directoire”);
• ■for 35% of the shares granted, the operating margin compared to a reference group composed of Publicis Groupe and the other three main global communications groups, namely WPP, Omnicom and IPG, over a three-year period (2022-2024 under the “LTIP 2022 Président du Directoire”, 2023-2025 under the "LTIP 2023 Président du Directoire" and 2024-2026 under the “LTIP 2024 Président du Directoire”);
• ■for 15% of the shares granted, the TSR (Total Shareholder Return) compared to the median of the CAC 40 over a three-year period (2022-2024 under the “LTIP 2022 Président du Directoire,” 2023-2025 under the "LTIP 2023 Président du Directoire" and 2024-2026 under the “LTIP 2024 Président du Directoire”);
• ■for 15% of the shares granted, conditions related to Corporate Social Responsibility.

Since 2023, in order to strengthen the link between Mr. Arthur Sadoun and the Groupe and to provide an incentive for outperformance, the grant of performance shares may be increased by an additional number of shares if the objectives are exceeded. In this case, the long-term variable compensation in shares may represent up to 350% of his annual fixed compensation if only the organic growth and operating margin criteria are exceeded.

In each of these plans, assuming the performance conditions are met, entitlement to receive shares is subject to a presence condition until the end of the vesting period. Details of these plans are presented in Section 3.3.1.4.

In the event of forced departure or a departure due to a change in control or strategy, and except in the event of serious or gross misconduct, shares awarded may be retained pro rata temporis, subject to performance conditions.

In the event of retirement, he may, at the end of the vesting period and upon a decision of the Supervisory Board, pursuant to the compensation policy approved by shareholders and applicable at that time, receive the shares granted to him pro rata temporis.

The Groupe has this singularity that, in almost a hundred years of existence, it only had three operating Chief Executive Officers:

• ■the founder, Mr. Marcel Bleustein-Blanchet, for 60 years;
• ■Mr. Maurice Lévy, for 30 years, and;
• ■Mr. Arthur Sadoun, since 2017.

The duration of exercise of such CEO responsibilities is undoubtedly one of the Groupe’s key success factors. In the unstable landscape in which we operate and in light of the accute war for talent in our industry - even more so for profiles as visible as Mr. Arthur Sadoun, whose performance is highly recognized - it was essential for the Supervisory Board, in the interest of the Groupe and all stakeholders, to secure the services of Mr. Arthur Sadoun as Chairman of the Management Board on the long term.

To this end, and in accordance with the compensation policy approved by the General Shareholders’ Meeting of May 31, 2023, a retention contract was put in place during the 2023 financial year, the terms and conditions of which are presented in Section 3.3.2.4.

Mr. Arthur Sadoun benefits from the use of a taxi firm and gets reimbursed for his taxis and entertainment expenses. In addition, Mr. Arthur Sadoun will benefit from a security service to ensure his safety and that of his family at his home.

Mr. Arthur Sadoun benefits from the coverage applicable to executives at his level under the French system.

The Chairman of the Management Board does not currently benefit from a supplementary pension plan.

The Chairman of the Management Board cannot have an employment contract with the Company.

Mr. Arthur Sadoun’s employment contract with Publicis Conseil dated December 5, 2006 was terminated when he was appointed Chairman of the Management Board.

In the event of a forced departure or due to a change in control or strategy and except in the event of serious or gross misconduct, Mr. Arthur Sadoun will be entitled to a severance payment.

The amount of the payment would be equal to one year of total gross compensation (fixed and variable portion paid) calculated using the average of the last 24 months of compensation.

He would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to him, and to retain pro rata temporis the right to performance shares already granted to him, subject to the performance conditions set out in the regulations for the plan in question being satisfied (pursuant to the Supervisory Board decision of November 25, 2020).

In addition, this payment will be subject to a performance condition: the amount of the severance payment will only be payable in full if the average annual amount of the variable compensation vested by Mr. Arthur Sadoun for the three years preceding the termination is at least equal to 75% of his “target variable compensation.” If the average annual amount is less than 25% of the “target variable compensation,” no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation,” payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.

The severance payment may only be paid after the determination by the Supervisory Board that the performance conditions had been achieved at the date on which his term as a member of the Management Board ended.

In the event of a forced departure or a change in control or strategy, Mr. Arthur Sadoun will not be subject to a non-compete or non-solicitation obligation.

For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the General Shareholders’ Meeting of May 29, 2019 in its fifth resolution, for commitments formerly subject to the procedures on related-party agreements.

The Chairman of the Management Board may be subject to a non-compete obligation in return for financial consideration.

The Supervisory Board accordingly decided to subject Mr. Arthur Sadoun, in the event of his resignation, to a non-compete agreement and an agreement not to solicit personnel during the two years following the termination of his position as Chairman of Publicis Groupe SA’s Management Board.

In return for compliance with this non-compete commitment, Mr. Arthur Sadoun will receive a payment (payable monthly in advance), the amount of which will be equal to two years of total gross compensation (fixed part and target variable part) calculated on the average of the last 24 months of compensation.

The Supervisory Board may waive this clause.

Mr. Arthur Sadoun will not be subject to a non-compete obligation in the event of a forced departure. Thus, in any event, Mr. Arthur Sadoun may not receive both a severance payment and a non-compete indemnity.

It is also recalled that, pursuant to article R. 22-10-18, III of the French Commercial Code, the payment of this indemnity is excluded if Mr. Arthur Sadoun retires and claims his pension rights.

In its twenty-first resolution, the General Shareholders’ Meeting of May 31, 2017 approved this non-compete indemnity in respect of the commitments subject to the related-party agreements procedure.

It should be noted that the compensation policy for Mr. Arthur Sadoun as Chairman of the Management Board in respect of the 2023 financial year as well as the items paid or granted in 2022 to him were approved by 74.31% and 81.81% of the votes at the General Shareholders’ Meeting of May 31, 2023 (tenth and fourteenth resolutions) pursuant to, respectively, articles L. 22-10-26 II and L. 22-10-34 II of the French Commercial Code (ex ante and ex post vote).

The compensation policy for the Chairman of the Management Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its thirteenth resolution pursuant to article L. 22-10-26 II of the French Commercial Code.

The compensation policy for Mrs. Anne-Gabrielle Heilbronner is based on the same items as those for all corporate officers set out in Section 3.3.1.1 and includes the items applicable to members of the Management Board presented in Section 3.3.1.4 as well as the specific items presented below.

Anne-Gabrielle Heilbronner, member of the Management Board

Structure of the 2024 target compensation(5)

The gross annual fixed compensation of Mrs. Anne-Gabrielle Heilbronner amounts to euro 600,000, unchanged from 2016.

The Supervisory Board, on the Compensation Committee’s recommendation, had approved this compensation in line with:

• ■the scope of responsibilities of Mrs. Anne-Gabrielle Heilbronner as Secretary General of the Groupe, which includes in particular the legal, Compliance and Governance function, human resources, internal audit, internal control, risk management and Corporate Social Responsibility (CSR);
• ■the market practices in compensation observed for this level of responsibility in France and for this level of international responsibility in Publicis Groupe’s business sector.

The Supervisory Board, on the recommendation of the Compensation Committee, approved the criteria for the variable compensation of Mrs. Anne-Gabrielle Heilbronner for the 2024 financial year.

The target variable compensation of Mrs. Anne-Gabrielle Heilbronner, which may represent up to 100% of her fixed compensation, is based on the following for the 2024 financial year:

• ■two financial criteria related to the Groupe’s financial performance, each being taken into account on an equal basis, for 30% of variable compensation, i.e. organic growth and operating margin. To reconcile the terms and conditions of variable compensation for other Groupe executives, the variable compensation for the two criteria relating to organic growth and operating margin could be increased if the objectives are exceeded, with a cap of 20% on each of these two criteria;
• ■four quantifiable individual financial and non-financial criteria, in line with main areas of responsibility, accounting for 70% of variable compensation:
  • ■audit: 20%, execution of the annual audit plan submitted to the Audit Committee,
  • ■personnel costs: 20%, based on the Objective of “fixed personnel costs and freelance costs/revenue” in the annual budget approved by the Supervisory Board in March 2024,
  • ■legal: 10%, training of employees in Compliance and positive financial impact of the Legal Department on litigation, and
  • ■CSR: 20%, fight against climate change and Diversity, equity and inclusion.

If all the criteria are met and the margin and growth objectives are exceeded, the annual variable compensation of Mrs. Anne-Gabrielle Heilbronner may represent a maximum of 106% of her target annual variable compensation.

All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board.

The Committee assesses, in the finest detail, the performance for each objective and each criterion.

Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As a member of the Management Board, Mrs. Anne-Gabrielle Heilbronner has been eligible for this plan since 2021. Under this plan, the number of shares that may be delivered at the end of a three-year vesting period (except in the event of death or disability), i.e. in March 2025 for the “LTIP 2022 Membres du Directoire” and March 2026 for the “LTIP 2023 Membres du Directoire” plan and in March 2027 for the “LTIP 2024 Membres du Directoire” plan, will depend – for 90% of the shares awarded – on Publicis Groupe’s average financial performance over a three-year period (2022-2024 for the “LTIP 2022 Membres du Directoire” plan, 2023-2025 for the “LTIP 2023 Membres du Directoire” plan and 2024-2026 for the “LTIP 2024 Membres du Directoire” plan) as compared with the financial performance of a reference group comprising WPP, Omnicom, IPG and Publicis Groupe, plus two conditions relating to Corporate Social Responsibility for 10% of the shares awarded.

In each of these plans, assuming the performance conditions are met, entitlement to receive shares is subject to a presence condition until the end of the vesting period. Details of these plans are presented in Section 3.3.1.4.

In the event of forced departure or a departure due to a change in control or strategy, and except in the event of serious or gross misconduct, shares awarded may be retained pro rata temporis, subject to performance conditions.

In the event of retirement, she may, at the end of the vesting period and upon approval by the Supervisory Board, pursuant to the compensation policy approved by shareholders and applicable at that time, receive the shares granted to her pro rata temporis.

Use of a company car.

Moreover, Mrs. Anne-Gabrielle Heilbronner is covered by the unemployment insurance taken out by Publicis Groupe for its corporate officers, as the French unemployment office (Pôle Emploi) does not cover this.

Mrs. Anne-Gabrielle Heilbronner benefits from the coverage applicable to executives under the French system. Mrs. Anne-Gabrielle Heilbronner may benefit from the PERECO and PER O plans open, subject to conditions, to all Groupe employees in France with an employment contract.

Mrs. Anne-Gabrielle Heilbronner continues to benefit from an employment contract with one of the Groupe’s subsidiaries.

The current commitments to Mrs. Anne-Gabrielle Heilbronner provide that in the event of a forced departure due to a change in control or strategy, and other than in the case of serious or gross misconduct, Mrs. Anne-Gabrielle Heilbronner would be entitled to a severance payment.

Provided that Mrs. Anne-Gabrielle Heilbronner does not continue to be employed by Publicis Groupe, the amount of the severance would be equal to one year’s total gross compensation (fixed and variable compensation paid). She would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to her, and to retain, pro rata temporis, the performance shares already granted to her, subject to the performance conditions set out in the regulations for the plan in question (pursuant to the decision of the Supervisory Board of November 25, 2020).

In addition, the payment of the severance amount would be subject to a performance condition: the severance amount would only be due in its full amount if the average annual amount of the variable compensation acquired by Mrs. Anne-Gabrielle Heilbronner for the three years prior to the termination of her duties is equal to at least 75% of her “target variable compensation.” If the average annual amount is less than 25% of the “target variable compensation,” no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation,” payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.

The severance amount may only be paid after the determination by the Supervisory Board that the performance condition had been achieved at the date on which her term as a member of the Management Board ended.

The combined severance payment and any compensation in respect of the employment contract may not exceed two years of total compensation (fixed and variable compensation paid).

For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the Combined General Shareholders’ Meeting of May 29, 2019 in its seventh resolution for commitments formerly subject to the procedures on related-party agreements.

Mrs. Anne-Gabrielle Heilbronner is subject to a non-compete clause in her employment contract concluded on her arrival at Publicis Groupe in 2012, i.e. before her appointment as a member of the Management Board. This non-compete clause is valid for a maximum of two years and provides a maximum financial compensation to be paid equal to 30% of the gross salary, excluding variable elements. Publicis Groupe may waive this clause.

It should also be recalled that, in accordance with article R. 22-10-18, III of the French Commercial Code, the payment of this compensation does not apply when Mrs. Anne-Gabrielle Heilbronner is retiring.

It is recalled that the compensation policy for members of the Management Board for the 2023 financial year, as well as the items paid or granted to Mrs. Anne-Gabrielle Heilbronner in 2022, were approved (91.88% and 95.47% positive votes, respectively) by the General Shareholders’ Meeting of May 31, 2023 (eleventh and fifteenth resolutions) pursuant to articles L. 22-10-26, II and L. 22-10-34, II of the French Commercial Code (ex ante and ex post votes) respectively.

The compensation policy of Mrs. Anne-Gabrielle Heilbronner for the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be submitted for approval to the General Shareholders’ Meeting of May 29, 2024 in its fourteenth resolution pursuant to article L. 22-10-26, II of the French Commercial Code.

The compensation policy for Mr. Michel-Alain Proch is based on the same principles as those for all corporate officers set out in Section 3.3.1.1 and includes the items applicable to members of the Management Board presented in Section 3.3.1.4 as well as the specific items presented below.

Mr. Michel-Alain Proch’s term of office as a member of the Management Board ended on February 8, 2024. He retained his salaried positions until the expiry date of the notice period under the employment contract, i.e. February 14, 2024.

The gross annual fixed compensation of Mr. Michel-Alain Proch has been euro 720,000 gross since January 1, 2023. The annual fixed compensation, calculated on a pro rata basis over the period from January 1 to February 8, 2024, date of the end of his term of office, amounts to euro 77,143.

Mr. Michel-Alain Proch will not be entitled to any annual variable compensation for the 2024 financial year.

Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As a member of the Management Board, Mr. Michel-Alain Proch has been eligible for this plan since 2021.

Failing compliance with the presence condition stipulated in the various current plans (LTIP 2021 Directoire, LTIP 2022 Membres du Directoire and LTIP 2023 Membres du Directoire), all the shares granted to Mr. Michel-Alain Proch were canceled.

Use of a company car.

In addition, without coverage by Pôle Emploi (French unemployment agency), Mr. Michel-Alain Proch benefited from the unemployment insurance taken out by Publicis Groupe for corporate officers until the end of his employment contract.

Mr. Michel-Alain Proch benefited from the coverage applicable to executives under the French system until the expiry date of his employment contract. Mr. Michel-Alain Proch could benefit from the PERECO and PER O plans open, under certain conditions, to Groupe employees in France with an employment contract.

Mr. Michel-Alain Proch had an employment contract with one of the Groupe’s subsidiaries until February 14, 2024.

The commitments in force with Mr. Michel-Alain Proch provided that, in the event of a forced departure solely due to a change in control or strategy, and except in the event of serious or gross misconduct, he was entitled to a severance payment.

In the absence of a “forced departure,” Mr. Michel-Alain Proch is not entitled to any severance payment.

A non-compete clause had been agreed with Mr. Michel-Alain Proch when he joined Publicis Groupe, as part of his employment contract. This non-compete clause, valid for a maximum of two years, provided a maximum financial compensation to be paid equal to 30% of the most recent gross monthly salary, excluding variable items, received by Mr. Michel-Alain Proch prior to his departure from the Groupe, calculated on the average of the last 12 months preceding his departure. Publicis Groupe may waive this clause.

As Mr. Michel-Alain Proch joined LSEG (London Stock Exchange Group), it was decided to waive the non-compete clause in his employment contract. He will therefore not receive any financial compensation in this respect.

It is recalled that the compensation policy for the members of the Management Board for the 2023 financial year as well as the items paid or granted in 2022 to Mr. Michel-Alain Proch were approved by 91.88% and 95.53% of the votes at the General Shareholders’ Meeting of May 31, 2023 (eleventh and seventeenth resolutions) pursuant to, respectively, articles L. 22-10-26 II and L. 22-10-34 II of the French Commercial Code (ex ante and ex post vote).

The compensation policy for Mr. Michel-Alain Proch as a member of the Management Board until February 8, 2024 for the 2024 financial year will be subject to approval of the General Shareholders’ Meeting of May 29, 2024 in its fourteenth resolution pursuant to article L. 22-10-26 II of the French Commercial Code.

The compensation policy applicable to Mr. Loris Nold is based on the same principles as those for all corporate officers set out in Section 3.3.1.1 and includes the items applicable to members of the Management Board presented in Section 3.3.1.4 as well as the specific items presented below.

Loris Nold, member of the Management Board

Structure of the 2024 target compensation(6)

On November 22, 2023, the Supervisory Board, on the proposal of the Compensation Committee, decided to retain the gross annual fixed compensation of Mr. Loris Nold as set prior to assuming his duties as a member of the Management Board, i.e. euro 700,000 from April 1, 2023.

On the recommendation of the Compensation Committee, the Supervisory Board approved the criteria for the variable compensation of Mr. Loris Nold for the 2024 financial year.

The variable compensation of Mr. Loris Nold, as set since January 1, 2023 and prior to his appointment as a member of the Management Board, and whose target is 150% and maximum is 200% of annual fixed compensation, is based, for the 2024 financial year on:

• ■three financial and stock market criteria for 50% of the variable portion, namely organic growth, operating margin and TSR (Total Shareholder Return);
• ■four quantifiable individual financial and non-financial criteria, for 50% of the variable part:
  • ■personnel costs: 20%, based on the Objective of “fixed personnel costs and freelance costs/revenue” in the annual budget validated by the Supervisory Board in March 2024,
  • ■cash flow and debt management: 10% based on the Objective validated by the Supervisory Board in March 2024,
  • ■the achievement of the G&A objectives (10%), and
  • ■Corporate Social Responsibility (CSR) for 10%.

To bring it into line with the variable remuneration arrangements for the Groupe's other managers, and to encourage outperformance, variable remuneration for all criteria could be increased if targets are exceeded, subject to a ceiling of one third for each criterion.

If all the criteria are exceeded, the annual variable compensation of Mr. Loris Nold may represent a maximum of 133.33% of his target annual variable compensation, i.e. 200% of his annual fixed compensation.

All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board.

The Committee assesses, in the finest detail, the performance for each objective and each criterion.

Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As an employee of the Groupe and then a member of the Management Board from February 8, 2024, Mr. Loris Nold is eligible for this plan since 2021 under the same conditions as for the Groupe’s management and certain key employees.

Under this plan implemented for members of the Management Board, the number of shares that may be delivered at the end of a three-year vesting period (except in the event of death or disability), i.e. in March 2027 for the “LTIP 2024 Membres du Directoire” will depend – for 90% of the shares awarded – on Publicis Groupe’s average financial performance over a three-year period (2024-2026) as compared with the financial performance of a reference group comprising WPP, Omnicom, IPG and Publicis Groupe, plus two conditions relating to Corporate Social Responsibility for 10% of the shares awarded.

Assuming the performance conditions are met, entitlement to receive shares is subject to a presence condition until the end of the vesting period. Details of these plans are presented in Section 3.3.1.4.

In the event of forced departure or a departure due to a change in control or strategy, and except in the event of serious or gross misconduct, shares awarded may be retained pro rata temporis, pursuant to a reasoned decision of the Supervisory Board and subject to performance conditions.

In the event of retirement, he may, at the end of the vesting period and pursuant to a decision of the Supervisory Board, in accordance with the compensation policy approved by shareholders and applicable at that time, receive the shares granted to him pro rata temporis.

Use of a company car.

In addition, without coverage by Pôle Emploi (French unemployment agency), Mr. Loris Nold will benefit from unemployment insurance taken out by Publicis Groupe for the benefit of corporate officers.

Mr. Loris Nold benefits from the coverage applicable to executives under the French system. Mr. Loris Nold may benefit from the PERECO and PER O plans open, subject to conditions, to all Groupe employees in France with an employment contract.

Mr. Loris Nold has an employment contract with one of the Groupe’s subsidiaries.

The commitments in force with Mr. Loris Nold provide that, in the event of a forced departure solely due to a change in control or strategy, and except in the event of serious or gross misconduct, he would be entitled to a severance payment.

Provided that Mr. Loris Nold does not hold salaried positions within Publicis Groupe, the amount of the payment would be equal to one year’s total gross compensation (fixed and variable compensation paid), calculated using the average of the last 24 months of compensation.

He would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to him, and to retain the performance shares already granted to him pro rata temporis, subject to the performance conditions set out in the regulations for the plan in question.

In addition, this payment will be subject to a performance condition: the amount of the severance payment will only be payable in full if the average annual amount of the variable compensation vested by Mr. Loris Nold for the three years preceding his termination is at least equal to 75% of his “target variable compensation.” If the average annual amount is less than 25% of the “target variable compensation,” no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation,” payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.

The severance payment may only be paid after the determination by the Supervisory Board that the performance conditions had been achieved at the date on which his term as a member of the Management Board ended.

The severance payment and any compensation in respect of the employment contract may not exceed two years of total compensation (fixed and variable compensation paid).

A non-compete clause had been agreed with Mr. Loris Nold as part of his employment contract. This non-compete clause, valid for a maximum of two years, provides a maximum financial compensation, payable monthly, equal to 30% of the most recent gross monthly salary, excluding variable items, received by Mr. Loris Nold prior to his departure from the Groupe, calculated on the average of the last 12 months preceding his departure. Publicis Groupe may waive this clause.

The compensation policy for Mr. Loris Nold as a member of the Management Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its fourteenth resolution pursuant to article L. 22-10-26, II of the French Commercial Code.

In accordance with the legal and regulatory provisions in force, this section sets out the compensation policy applicable to corporate officers for the 2024 financial year, subject to the adoption of the amended type of corporate governance by the General Shareholders' Meeting of May 29, 2024. This compensation policy would be applicable as from the adoption of the amended corporate governance structure.  

It is specified that all the common principles described in Section 3.3.1.1 will apply mutatis mutandis to all corporate officers appointed following the change in corporate governance structure.

The compensation policy proposed by the Supervisory Board, on the recommendation of the Compensation Committee, consists of:

• ■applying, mutatis mutandis, the compensation policy applicable to the members of the Company’s Supervisory Board for the 2024 financial year, as presented above in Section 3.3.1.2 of this Universal Registration Document, to the of Directors of the Company, including the Chairman in his capacity as Director. It is specified that the Lead Director will receive an additional fixed compensation of euro 30,000 for their duties;
• ■not compensating the Chairman of the Board of Directors for his duties as Chairman, insofar as he combines this position with that of Chief Executive Officer.

The compensation policy for Directors in respect of the 2024 financial year will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its forty-second resolution pursuant to article L. 22-10-8, II of the French Commercial Code.

The following explanations summarize all transactions since 2021 between Publicis Groupe and related parties.

None.

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

To the General Shareholders' Meeting of Publicis Groupe SA,

In our capacity as Statutory Auditors of your company, we hereby report to you on regulated agreements.

The terms of our engagement require us to communicate to you, on the basis of information provided to us, the principal terms and conditions of those agreements brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to article R. 225‑58 of the French Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them

Our role is also to provide you with the information stipulated in article R. 225‑58 of the French Commercial Code (Code de commerce), relating to the implementation during the last fiscal year of agreements previously approved by the General Shareholders' Meeting, if any.

We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this engagement.

We hereby inform you that we have not been notified of any agreements authorized and concluded during the year ended December 31, 2023 to be submitted to the General Shareholders' Meeting for approval in accordance with article L. 225-86 of the French Commercial Code (Code de commerce).

The declaration of non-financial performance (DNFP) meets French and European legal obligations, as well as Publicis Groupe’s voluntary commitments in terms of Corporate Social Responsibility (CSR). This declaration includes changes related to the entry into force of the European CSRD (Corporate Sustainability Reporting Directive) and ESRS (European Sustainability Reporting Standards) in 2024.

This declaration is also based on international frameworks such as the GRI standards (see paragraph on Standards in Section 4.6 of this chapter) and meets the expectations of investors and shareholders, employees, clients and other stakeholders.

This chapter forms the basis of non-financial reporting and brings together Publicis Groupe’s key CSR information and indicators. Examples of the actions and initiatives implemented in the agencies are given. A larger number of examples can be found on the Groupe’s website www.publicisgroupe.com (CSR Section). A dynamic table of environmental, social and governance (ESG) indicators, cross-referencing with other standards, is also available on the website (CSR Section) under the heading "CSR Smart data".

The DNFP is made up of a number of factors included in this document, denoted as follows:

• ■background information on segment trends or the general outlook, as well as on the business model and value-creation components, are presented in the introduction with key financial figures and non-financial indicators;
• ■the Groupe’s strategy and activities are presented in more detail in Chapter 1;
• ■the risk factors are presented in order of priority in Chapter 2. Non-financial risks are also addressed in the form of CSR issues in this chapter. Human rights and environmental risks are presented in Section 4.3.10, with the aim of complying with duty of care requirements. As part of the Groupe’s Climate strategy, the work carried out on these risks is presented in Section 4.1;
• ■the Groupe’s governance is presented in Chapter 3;
• ■the consolidated financial statements are in Chapter 6;
• ■a specific DNFP cross-reference table can be found in Chapter 4.8.

The methodology and processes in place for CSR reporting and the DNFP are explained in Section 4.6. In accordance with French and European regulations, the verification report by external independent auditors Grant Thornton can be found at the end of this chapter, in Section 4.9.

* * *

Questions regarding this non-financial and sustainability reporting may be addressed 

to the Groupe CSR Department: csr@publicisgroupe.com.

* * *

• ■Since 2021, an ESG Committee of the Supervisory Board (see Section 3.1.2.9 of this document) has been dedicated to the review of ESG issues. The Chair of the ESG Committee, Suzan LeVine, reports on the work of the Committee to the Supervisory Board.
• The ESG Committee met twice in 2023. Each meeting provided an opportunity to review regulatory news in France, at European Community level and abroad, to analyze the Company’s compliance with new and future requirements, and to explore various topics and projects related to the Groupe’s ESG strategy and pillars.
• The members of the ESG Committee are kept regularly informed of the progress of ongoing projects through discussions with the Chairman of the Management Board and the Secretary General.
• ■In 2023, the Supervisory Board’s Audit Committee was informed of the regulatory changes, ESG risks and its new responsibilities in terms of CSR and sustainability reporting, and of the preparatory work to be carried out. The Chair of the ESG Committee is also a member of the Audit Committee.
• ■Within the Management Board, ESG topics are the responsibility of the Groupe’s Secretary General (see Section 3.1.3.1).
• The variable compensation of the Chairman of the Management Board, the members of the Management Board and the Directoire+, as well as the Management Committee, includes two medium- and long-term CSR/ESG criteria with short-term transition points. The first is in terms of diversity, with the increase in the number of women to 45% by 2025 in the Groupe’s key management positions; the second is in terms of the environment and climate, with the switch to 100% renewable energy from direct sources before 2030.
• ■The Groupe’s CSR/ESG Department reports to the Groupe’s Secretary General; this team is in charge of preparing and rolling out the ESG strategy, Groupe projects and policies as well as non-financial reporting. The Janus Code of Conduct and Ethics incorporates these elements into ESG policies. It is based on the CSR Steering Committee, in place since 2015, which brings together the corporate departments: Legal and Compliance, Finance and Information Systems, Human Resources Operations, Groupe Procurement, Risks, Internal Control, Internal Audit, Shared Services/Re:Sources (IT, Real Estate, etc.). The managers of the countries or activities are involved in the work in order to align with the challenges of clients. In 2023, work focused on the ESG risk mapping, the double materiality analysis, the review of the gaps between the CSRD & ESRS compared to the DNFP, the data points already collected as part of the GRI, and the preparation of the 2024 reporting.
• ■The CSR Department leads several internal forums for sharing experience and cooperation that have been set up, such as the DEI Council, which brings together the Diversity managers every two months, or the Climate Crew, which brings together the teams in charge of actions to reduce environmental impact every two months. It is also working with the various business lines in several countries to identify indicators specific to the activities around the challenges of responsible marketing.
• ■The Risk Management team developed the ESG risk mapping in order to use a common base and methodology with the mapping of the Groupe’s major risks and to ensure consistency with the double materiality exercise. Supported by the FMC team (Financial Monitoring Controls) (see Section 2.2.3.2), it supports the CSR Department in structuring an ESG control framework, built on the basis of controls that have existed for several years, and by integrating the new elements of the CSRD and ESRS. Risk Management also took part in the work on double materiality.
• ■The Internal Audit Department already includes certain CSR/ESG topics in its work program, such as those relating to Talent, compliance issues in terms of personal data, and IT systems security.
• ■In agencies and countries, the operational deployment of CSR actions is conducted under the responsibility of local management, and priority actions are implemented based on the topic by their dedicated CSR or Sustainability teams, and with dedicated Talent, HR and Diversity, Equity and Inclusion teams, not to mention the local Re:Sources teams, for the support functions in the shared services centers, which collect environmental data. It is important to highlight the very large number of employees volunteering to initiate new CSR/ESG initiatives and innovate in their daily professional practices.

Publicis Groupe, as a member of the United Nations Global Compact since 2003 and a Company committed to SBTi, is a signatory of the Business Ambition for 1.5° in support of the efforts of the IPCC (Intergovernmental Panel on Climate Change – or UN IPCC) calling on companies to accelerate the transition to a decarbonized economy and world, and in favor of a fairer society.

Publicis Groupe has voluntarily chosen to follow the recommendations of the TCFD (Task Force on Climate-related Financial Disclosure), and its environmental policy is structured according to the recommended principles in order to allow a clearer understanding of the objectives and means implemented. Additional information can be found on the Groupe’s website, in the CSR section, or in public responses to external questionnaires such as the one issued by the CDP Climate Change.

Publicis Groupe also participates in other inter-Company initiatives as a member of economic organizations such as, in France, through the MEDEF and the French Business Climate Pledge, in which several French subsidiaries of Publicis Groupe also participate. This advocacy reaffirms the determination of French companies to promote the objectives of the Paris Agreement, the energy transition and the fight against global warming in a scenario of 1.5°C.

The sectoral professional organizations to which the Groupe and its agencies belong, particularly in Europe, have made strong commitments to reduce the impact of communication and advertising in all their forms. The Groupe is a voluntary player in this area in order to quickly take all the measures necessary for the essential collective effort. In France, AACC (Association des Agences Conseils en Communication) with UDECAM (Union des Entreprises de Conseil et d'Achat Media), IAB France (Interactive Advertising Bureau) and ARPP (Autorité de Régulation Professionnelle de la Publicité), alongside advertisers, are working on a trajectory to achieve carbon neutrality. 

In the United Kingdom, spearheaded by the Advertising Association, which brings together the industry, from advertisers to agencies and media to platforms, has created Ad Net Zero, a sectoral initiative with the objective to achieve Zero Waste – Zero Carbon in 2030. This body has adopted the AdGreen carbon calculator inspired by the calculator already in place in the United Kingdom for around ten years by the film industry.

Publicis Groupe is among the companies whose carbon trajectory is assessed by SBTi (Science Based Targets initiative), as well as by the United Nations Business Ambition for 1.5° and Race to Zero, which bring together committed companies.

The Groupe’s main voluntary environmental commitments underpinning the Groupe’s policy were as follows:

• ■2003: signature of the United Nations Global Compact, followed in 2007 by the United Nations advocacy Caring for Climate;
• ■2009: first participation in the CDP (Carbon Disclosure Project);
• ■2015: French Climate Business Pledge, signed in support of the Paris Agreement at the COP21;
• ■2018: alignment with the rules of the TCFD (Task Force on Climate-related Financial Disclosure);
• ■2020: joined the Business Ambition for 1.5° then the mobilization campaign Race to Zero of the UNFCC (United Nations Framework Convention on Climate Change);
• ■2021: validation of carbon emission reduction targets by SBTi (Science Based Targets Initiative); new validation in 2022 for Near-Term & Long-Term targets.

Business growth was very strong in 2023. The Groupe’s employees drive the Company’s dynamism and have shown adaptability and effectively met their clients’ expectations. Social issues are central and material for Publicis Groupe, with teams and human capital being the Company’s main asset.

Since its creation in 1926 by Marcel Bleustein-Blanchet, the Groupe’s values have been based on humanistic and universal principles. These principles were shared by the founder in numerous books illustrating his vision of the Company and its role in society at the time. With the international expansion over the years led by Maurice Lévy, then Chairman of the Management Board, these values were written in order to be more widely shared with the employees joining the Groupe through multiple acquisitions. They are based on human dignity, respect for everyone in their differences, and on the fight against all forms of discrimination or harassment. This document is still public, and was the basis for the Group's Janus Code of Conduct and Ethics, introduced in the early 2000s. These values are regularly reaffirmed and strongly endorsed by the Chairman of the Management Board, Arthur Sadoun, as well as the members of the Management Board, the Directoire+ and the Management Committee

• ■In 2003, Publicis Groupe signed the United Nations Global Compact, reaffirming its commitment to the ten key principles each year. These principles were then integrated into the Company's human resources policy to affirm its commitment to human rights and fundamental freedoms, and to the fight against all forms of forced labor, modern slavery, human trafficking and child labor;
• ■In 2009, Publicis Groupe acquired the Women's Forum for the Economy and the Society, illustrating its determination to promote gender equality, the defense of the rights of women and girls, and to highlight the strong economic and social contribution of women in society (see Section 4.2.4).
• ■In 2011, the Groupe joined Catalyst in the United States, an NGO specializing in gender and diversity issues in the broadest sense, acting as an expert center that shares a great deal of corporate knowledge and experience.
• ■In 2015, the Groupe aligned itself with the 17 United Nations Sustainable Development Goals (SDGs).
• ■In 2018, Publicis Groupe signed the WEPs (Women Empowerment Principles of the United Nations) and joined the AIMM (Alliance for Inclusive Multicultural Marketing) in the United States, as well as the Free The Work initiative, promoting women in the professions of production, direction and photography.

The third ESG pillar concerns Governance; this subject is detailed in Chapter 3 of this document. In this section, the Groupe has chosen to focus on two key aspects that are material for the proper conduct of the Company’s activities: business ethics, an imperative that applies to everyone without exception, and marketing and responsible technology, with a more relevant business line approach.

Publicis Groupe was founded in 1926 on the respect of strong ethical principles, regularly reaffirmed by the Chairman of the Management Board. The Groupe’s Janus Code of Conduct and Ethics is the backbone of the way in which the Company intends to conduct its development. Janus applies to all employees, including managers and executives. This Code is updated each year and supplemented by a detailed procedure code. Janus specifies the way in which relationships must be established with clients, suppliers, civil society and other third parties (see Section 4.3.2 below)

Publicis was the first communication group to join the United Nations Global Compact in 2003, and to promote its Ten Principles. Then the Groupe signed the Seven Key Principles of the United Nations WEPs (Women Empowerment Principles) and decided to follow the United Nations Sustainable Development Goals for a fairer world.

Respecting demanding ethics in business conduct is a prerequisite for all employees of the Company. 

Communications activities reflect the evolution of the societies in which they are expressed at a given time. They support the economic development of companies and facilitate the relationship and direct dialogue with the consumer-user of the goods and services available on the market. They are based on social representations and everyday situations, which must be inspiring and creative and based on substantiated arguments. Publicis Groupe has chosen to support its clients in their digital and environmental transformation by helping them strengthen their direct relationships with their clients, and by illustrating changes in behavior in favor of a fairer world, through responsible marketing in all business lines, including technology and data.

The table below summarizes the highlights of the topics covered in this section. Governance topics are discussed in Chapter 3 of this document. This table includes many of the aspects requested in the ESRS, such as the category of the impact (current or potential) and its characteristics (positive or negative), and the time frame (short-, medium-, long-term). This presentation will continue to evolve for 2024 reporting, in order to integrate the financial dimension more precisely, as well as the work that will refine the opportunities component.

The Groupe measures its contribution against nine of the United Nations’ Sustainable Development Goals that are aligned with the Company’s CSR/ESG strategy.

Publicis Groupe’s non-financial performance is improving each year, illustrating the progress made in the various registers, as evidenced by the ratings obtained at the end of 2023 with ten non-financial rating agencies, and among which the Groupe ranks first in its sector in seven of them.

Publicis Groupe is the only Company in its sector to appear in the 2023 Yearbook by S&P.

Publicis Groupe is included in several ESG indices, including: DJSI Europe and DJSI World, FTSE4Good, Euronext CAC40 ESG, CAC40 SBT 1.5, Ethibel Sustainability Index Excellence Europe, ECPI Index.

The Groupe is also subject to annual ESG assessments by numerous agencies and organizations specializing in more social and inclusion issues, such as the Bloomberg GEI Index, TOP 100 Equileap, Ethics & Boards, the Feminization of the Governing Bodies Ranking of CAC40 companies, WDI.

Details are available on the Groupe’s website, www.publicisgroupe.com, in the “About” section.

CSR/ESG reporting is based on social, societal and environmental indicators collected in 819 entities of the Groupe, and since 2009, with a coverage rate of 99% of the workforce of the Groupe. The scope of CSR and non-financial reporting is aligned with that of consolidated financial reporting, including all subsidiaries more than 50% owned by the Groupe, and entities over which the Groupe has operational control. It is based on the collection and consolidation of actual data collected at the level of each subsidiary/entity. However, some indicators are subject to lower coverage rates, and exclusions are due to the lack of data on these topics from our subsidiaries:

• ■absenteeism: coverage rate of 91.6% of headcount;
• ■electricity: coverage rate of 96.7% of headcount;
• ■water: coverage rate of 96.1% of headcount;
• ■waste: coverage rate of 82.6% of headcount;
• ■paper: coverage rate of 78.6% of headcount;
• ■Janus training: coverage rate of 98.4% of headcount;
• ■employee training: coverage rate of 97.2% of headcount.

The 2023 CSR reporting covers the period from January 1 to December 31, 2023 and is carried out annually.

Quantitative social, societal and environmental data is collected in accordance with financial reporting control rules and processes via a dedicated module (HFMCSRGRI) incorporated into the financial information system and specific verification, control and validation processes. This data is under the responsibility of the agency and country Financial Directors.

Quantitative social information is collected via Career Settings, the human resources reporting system (HRIS – Human Resource Information System). The data included in this system are the responsibility of the Chief Talent Officer (CTOs or Human Resources Managers) of the agencies and countries, in charge of data verification. Backed by Career Settings, Career Conversation makes it possible to carry out and monitor employee assessments and the various systems for taking stock. Lastly, Marcel and Marcel Classes are also used to consolidate data related to employee training.

Qualitative social, societal and environmental information is collected via a dedicated internal platform, PARIS (Publicis Groupe Platform for Agencies Reporting on Impacts & Sustainability), accessible to all agencies (PARIS replaces NAXOS). Qualitative information is placed under the responsibility of the agency and country Chief Talent Officers, who sign off on the content shared.

HFMCSRGRI and PARIS are linked in order to ensure consistency and run materiality tests. The definitions and calculation methods are aligned with the GRI and are presented in the CSR Smart data section.

The scope calculated for greenhouse gas emissions includes the Company and all its subsidiaries (100%), as well as some third-parties associated with digital activities for clients (e.g. servers) and those relating to employee personal travel, outside of lockdown periods, and includes most of the direct suppliers.

Automatic exclusions: as every year, subsidiaries acquired on or after July 1, 2023 are not included in the 2023 CSR/ESG reporting; they will be included in the 2024 reporting.

Cross-reference table with articles L. 225-102-1, L. 22-10-36 and R. 225-105-1 on the declaration of non-financial performance, as specified in article R. 225-105 of the French Commercial Code.

This is a free English translation of the report by the independent third-party organization issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

Report by the Independent Third-Party organization on the verification of the consolidated declaration of non-financial performance.

For the year ended December 31, 2023

To the General Shareholders’ Meeting of Publicis Groupe SA,

As Statutory Auditors on the list pursuant to article L.822-1 of the French Commercial Code, designated as Independent Third Party – OTI (“third party”) of your Company (hereinafter “Entity”), accredited by Cofrac Inspection, No. 3_2122 (scope available on www.cofrac.fr), we conducted our work in order to provide a limited assurance on the historical information (observed or extrapolated) of the consolidated declaration of non-financial performance statement, prepared in accordance with the entity’s procedures (hereinafter the "Guidelines"), for the year ended December 31, 2023 (hereinafter the "Information" and the "Statement" respectively), presented in the management report in accordance with the provisions of articles L. 225-105-1, L. 22-10-36, R. 225-105 and R. 225-105-1 of the French Commercial Code.

It is also up to us to express, at the request of the entity and outside the scope of accreditation, a reasonable assurance conclusion that the information selected by the entity and identified in Appendix 1 have been established, in all material respects, in accordance with the Guidelines.

Based on the procedures we performed, as described in the "Nature and scope of work" section, and on information we obtained, nothing has come to our attention that causes us to believe that the consolidated non-financial performance declaration is not in compliance with the applicable regulatory requirements and that the information, taken as a whole, is presented fairly in accordance with the Guidelines.

The absence of a generally accepted and commonly used framework or established practice on which to base the evaluation and measurement of Information allows for the use of different, but acceptable, measurement techniques that may affect comparability across entities and over time.

Therefore, the Information should be read and understood with reference to the Guidelines, the significant elements of which are presented in the Declaration or available on the website or upon request from the entity.

The Information may be subject to uncertainty inherent in the state of scientific or economic knowledge and in the quality of the external data used. Certain information is sensitive to the methodological choices, assumptions and/or estimates made in preparing it and presented in the Declaration.

As specified in Section 4.1.6 “Review of greenhouse gas (GHG) emissions,” the indicators related to greenhouse gas emissions (scope 1, scope 2 and scope 3) have an inherent uncertainty in the calculation method.

Management is responsible for:

• ■selecting or establishing appropriate criteria for the preparation of the Information;
• ■preparing a Declaration in accordance with legal and regulatory requirements, including a presentation of the business model, a description of the main non-financial risks, a presentation of the policies applied with regard to these risks and the results of these policies, including key performance indicators and, in addition, the information required by article 8 of Regulation (EU) 2020/852 (Green Taxonomy);
• ■preparing the Declaration in accordance with the entity’s Guidelines referred to above; as well as
• ■implementing the internal control that it deems necessary to prepare the Information free from material misstatement, whether due to fraud or error.

The Declaration was prepared by the CSR Department for the Management Board.

On the basis of our work, our responsibility is to provide a report expressing a moderate assurance conclusion on:

• ■the compliance of the Declaration with the provisions of article R. 225-105 of the French Commercial Code;
• ■the fairness of the historical information (observed or extrapolated) provided pursuant to 3° of I and II of article R. 225-105 of the French Commercial Code, namely the results of policies, including key performance indicators, and actions, relating to the main risks.

As it is our responsibility to form an independent conclusion on the Information as prepared by Management, we are not authorized to be involved in the preparation of this Information, as this could compromise our independence.

It is not our responsibility to express an opinion on:

• ■the entity’s compliance with other applicable legal and regulatory requirements (in particular with regard to the information required by article 8 of Regulation (EU) 2020/852 (Green Taxonomy), the Duty of Care plan and the fight against corruption and tax evasion);
• ■the truthfulness of the information pursuant to article 8 of Regulation (EU) 2020/852 (Green Taxonomy);
• ■the compliance of products and services with applicable regulations.

Our work described below was carried out in accordance with the provisions of articles A. 2251 et seq. of the French Commercial Code, and the professional doctrine of the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement, in particular the technical opinion of the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes), Involvement of the Statutory Auditors – Involvement of the Independent Third-Party – Declaration of non-financial performance, our audit program, sent at the beginning of the mission, and the international standard ISAE 3000 (revised)(5).

Our independence is defined by the provisions of article L. 822-11 of the French Commercial Code and the Code of Ethics of the Statutory Auditors. In addition, we have implemented a quality control system that includes documented policies and procedures designed to ensure compliance with applicable laws and regulations, ethical rules and professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.

Our work was carried out by a team of fifteen people between December 2023 and April 2024, for a duration of approximately 15 weeks.

We called upon our specialists in sustainable development and social responsibility to assist us in our work.

We conducted around ten interviews with the people responsible for preparing the Declaration, representing in particular the general management, risk management, compliance and human resources.

We planned and performed our work considering the risks of material misstatement of the Information.

In our opinion, the procedures we have performed in the exercise of our professional judgment enable us to provide a moderate level of assurance:

• ■We took note of the activity of all the entities included in the scope of consolidation and the description of the main risks;
• ■We assessed the appropriateness of the Guidelines in terms of their relevance, completeness, reliability, neutrality and comprehensibility, taking into account, where appropriate, industry best practices.
• ■We verified that the Declaration covers each category of information provided for in III of article L. 225-102-1 of the French Commercial Code in terms of social and environmental matters as well as respect for human rights and the fight against corruption and tax evasion, and includes, where applicable, an explanation of the reasons for the absence of the information required by the 2nd paragraph of III of article L. 225-102-1 of the French Commercial Code;
• ■We verified that the Declaration presents the information required under II of article R. 225-105 of the French Commercial Code when relevant with regard to the main risks;
• ■We verified that the Declaration presents the business model and main risks of all entities included in the scope of consolidation, including, where relevant and proportionate, the risks created by its business relationships, products or services, as well as policies, actions and results, including key performance indicators related to the main risks;
• ■We verified that the Declaration includes a clear and reasoned explanation of the reasons justifying the absence of a policy concerning one or more of these risks, in accordance with article R. 225-105 I of the French Commercial Code;
• ■We consulted documentary sources and conducted interviews to:
  • ■assess the process for selecting and validating the main risks and the consistency of the results, including the key performance indicators selected, with the main risks and policies presented, and
  • ■corroborate the qualitative information (actions and results) that we considered most important presented in Appendix 1; For certain risks: business ethics, the fight against climate change and responsible purchasing, our work was carried out at the level of the consolidating entity; for the other risks, work was carried out at the level of the consolidating entity and in a selection of entities presented in Appendix 2;
• ■We verified that the Declaration covers the consolidated scope, i.e. all the entities included in the scope of consolidation in accordance with article L. 233-16 of the French Commercial Code with limits as explained in the Declaration;
• ■We analyzed the internal control and risk management procedures implemented by the entity and have assessed the collection process to ensure the completeness and fairness of the Information;
• ■For the key performance indicators and other quantitative results that we considered most important presented in Appendix 1, we performed:
  • ■analytical procedures consisting of verifying the correct consolidation of the data collected as well as the consistency of their changes,
  • ■detailed tests on a sample basis, consisting of verifying the correct application of definitions and procedures and reconciling the data with supporting documents. This work was carried out on a selection of contributing entities (Appendix 2) and covered at least 50% of the consolidated data selected for these tests;
• ■we assessed the overall consistency of the Declaration with our knowledge of all the entities included in the scope of consolidation.

The procedures implemented as part of a moderate assurance engagement are less extensive than those required for a reasonable assurance engagement performed according to the professional doctrine of the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes); a higher level of assurance would have required more extensive verification work.

The following developments are the main elements of the management report mentioned at I of article L. 451-1-2 of the French Monetary and Financial Code and in article 222-3 of the General Regulation of the AMF, which must include the information mentioned in articles L. 225-100, L. 225-100-2, L. 225-100-3 and in the second paragraph of article L. 225-211 of the French Commercial Code.

Other information corresponding to elements required in the management report is to be found in Section 10.6 “Cross-reference table for the management report.”

The following should be read in conjunction with the consolidated financial statements and related notes. They contain information concerning the Groupe’s future objectives which imply risks and uncertainties, including, in particular, those described in Chapter 2 "Risks and risk management."

2023 was marked by a less sharp slowdown than expected and a level of inflation kept under control. The global economy grew 2.6% overall while inflation dropped considerably. Despite representing a slight dip versus 2022 (up 2.8%), this figure exceeded the forecasts from the beginning of last year (up 1.7%). By region, there was a major gap between the United States (up 2.4%) and Europe (up 0.5%), while China (up 5.2%) saw a return to growth following the lifting of health restrictions and reopening of its economy at the end of 2022. 2023 was hit by a major slowdown in international trade due to the trade war between China and the United States. For instance, Chinese imports and exports dropped from 4 to 5% and German exports fell by over 1% in 2023. Moreover, changes in public spending played a major part in determining growth trends. While the United States' economy was significantly bolstered by the change in public finance policy in line with the Inflation Reduction Act, in Europe (the euro zone), the drop in public spending and shrinking of the deficit weighed on the economy. Lastly, the labor market remained extremely strong across all analyzed areas: the return to work for hundreds of thousands of workers contributed to the economy’s resilience. In terms of monetary policy, 2023 was marked by a widespread drop in inflation, which had risen in the wake of the Covid-19 health crisis and, in particular, after the outbreak of the conflict between Ukraine and Russia in February 2022. The restrictive monetary policies implemented by the Fed in March 2022, and the ECB in July of the same year, proved effective. Following a cycle of severe interest rate hikes, inflation rates returned to levels of around 2 to 5% among major developed countries at the end of 2023. Industrial raw material prices fell significantly in 2023, mainly due to the decline in demand. Oil prices also dropped despite the ongoing conflict in the Near East.

In the United States, GDP growth accelerated until Q3 2023 (up from 1.8% to 2.9% growth at an annualized rate before slowing significantly in the fourth quarter). Overall, the United States posted growth of 2.4%, largely exceeding the forecasts published at the beginning of the year (growth limited to 0.5% according to the Factset consensus). Among the main GDP items, household consumption increased by 2.2% and business investment rose 4.4%. The resilience of the world’s largest economy is all the more remarkable given the significant rise in interest rates compared to 2022. This economic performance is due to two main factors: the implementation of the Inflation Reduction Act (and the overall increase in public spending) and the buoyant labor market. Passed by Congress in August 2022, the Inflation Reduction Act is a set of measures aimed at contributing towards decarbonization in the United States. The Act introduces a major grant system for companies and households and represents a budget of almost USD 400 billion over several years. In total, the United States' federal deficit increased from USD 1,365 billion in 2022 to USD 1,695.2 billion in 2023, an increase of USD 330.2 billion. The United States' labor market remained buoyant throughout the year. While the job market usually depends on the economic climate, we should now consider that employment has become a cause of growth. The return to work for tens of thousands of Americans therefore helped boost overall economic growth. The American economy generated nearly 3 million jobs in 2023, for a working population of around 164 million as of year-end 2022. The unemployment rate rose slightly, but still remained very low (3.7% at year-end, vs. 3.4% at the beginning of the year). The Federal Reserve’s fight against inflation in 2023 proved successful following several interest rate hikes (5.5% federal funds target rate in September). While consumer price inflation reached 8% in 2022, it is expected to be limited to 4% in 2023.

In the euro zone, the economic climate slowed considerably as growth fell from 3.4% in 2022 to 0.5% in 2023. The economy declined gradually throughout the year: quarterly GDP growth fell from 1.1% in Q1 to 0.1% in Q4. Within the euro zone, German GDP dipped 0.2%, whereas GDP in France, which is less dependent on exports, rose 0.9%, and Italy’s increased by 0.7%. These figures are higher than the forecasts published last year, as economists were expecting a downturn in euro zone GDP in 2023. This trajectory, which is diametrically opposed to that of the United States, is due to a higher sensitivity to exports and the shrinking of public spending. Euro zone exports, which increased by over 7.2% in 2022, remained flat in 2023. Imports, on the other hand, fell 0.5% in 2023 following an 8.1% increase in 2022: the downturn in global trade heavily impacted the economy in the euro zone, particularly in Germany. The euro zone’s sluggish economic performance is partly due to the change in public spending. The public deficit shrank from 3.6% to 3.4% of GDP, the opposite of the trend seen in the United States. Similar to the United States, the change in prices (up 8.4% in 2022 for the European Harmonized Index of Consumer Prices) drove the ECB to increase interest rates in 2023, with the main refinancing rate reaching 4.5% in September. As in the United States, inflation also seemed under control, albeit slightly higher (5.5% in 2023). The labor market was able to overcome the economic slowdown, as the unemployment rate remained particularly low for the euro zone, only increasing slightly to 6.5%.

The United Kingdom’s GDP followed a similar trend to that of euro zone countries, albeit more volatile: its GDP is set to grow 0.5% in 2023, a sharp slowdown versus 2022 (up 4.3%). The downturn in global trade affected UK exports (down 0.6%, following a 9% increase in 2022) and imports (down 1.4%, after a 14.6% surge in 2022). As in the euro zone, the public deficit fell slightly, from 5.1% to 4.9% of GDP: public spending shrank by 0.2%. Despite the Bank of England’s tight monetary policy, inflation remained a topic of concern, at 7.4% in 2023 vs. 9.1% in 2022.

The reopening of the Chinese economy, announced in December 2022 following a “Zero Covid” policy, led to a considerable recovery, as GDP grew by 5.2% in 2023, following 3% growth in 2022. The lifting of Covid restrictions mainly boosted consumption: retail sales, for example, rose 18% in April 2023 vs. April 2022, and 12.7% in May. According to the latest figures from November 2023, retail sales were up 10%. Conversely, foreign trade fell sharply: exports were down 4.1% in 2023, and imports dropped by 5.3%. Inflation failed to make a comeback as in Western countries, staying limited at 2% in 2022 and returning to around 0% in 2023, with a risk of deflation. The Chinese economy is still impacted by a major real estate crisis.

The price of oil, energy and foodstuffs dropped in 2023. The global economic slowdown curbed demand for industrial raw materials, while agricultural commodity prices dropped back following a sharp increase the previous year. Year-end oil prices were close to the lowest of the year despite the conflict between Hamas and Israel, which could lead to major geopolitical consequences in oil-producing countries.

In this uncertain macroeconomic environment, the advertising market continued to grow in 2023. According to Zenith’s December 2023 forecasts, global advertising spend grew 5.2% in the year, to reach USD 874 billion. Although slightly lower than the June 2023 forecast, growth in 2023 remained at a historically high level, especially since it followed increases of 16% in 2021 and 6% in 2022.

In this context, the Groupe continued to offer its services and products through a unique business mix and positioning to help its customers transform their marketing and business models.

This enabled the Groupe to post another record year in 2023 for all its indicators.

In 2023, the Groupe’s net revenue came in at euro 13,099 million compared to euro 12,572 million in 2022, up +4.2% on a reported basis and +6.3% on an organic basis.

The operating margin was euro 2,363 million, an increase of +4.3% year-on-year, resulting in an operating margin rate of 18.0%, stable compared to 2022.

The Groupe’s net income was euro 1,312 million, up 7.4% compared to 2022.

Headline net income (as defined in Note 10 of the consolidated financial statements) stood at euro 1,767 million, compared to euro 1,611 million in 2022. Headline diluted net income per share was euro 6.96, an increase of 9.6% compared to 2022.

The balance sheet as of December 31, 2023 showed net cash of euro 909 million compared to net cash of euro 634 million as of December 31, 2022. Average net financial debt stood at euro 432 million in 2023 compared to euro 685 million in 2022.

The dividend that will be proposed to the General Shareholders’ Meeting of May 29, 2024 is euro 3.40 per share. As a percentage of headline diluted earnings per share, it represents a payout ratio of 48.9%, in line with the dividend payout policy of a 45 to 50% payout ratio. Subject to the approval of the General Shareholders’ Meeting, payment of the dividend will be made on July 3, 2024, entirely in cash.

When comparing its annual performance, Publicis Groupe measures the impact on reported net revenue of changes in foreign currency exchange rates, acquisitions and disposals, and organic growth. Organic growth, which represents the increase in like-for-like revenue at constant exchange rates, is calculated as follows:

• ■net revenue of the previous year is recalculated applying the current year average exchange rate;
• ■net revenue from acquisitions (net of revenue from any divested activities) is subtracted from the current year net revenue, in order to neutralize the impact on growth of changes in Groupe scope.

The difference between the net revenue for the current year, after subtraction of the net revenue from acquisitions (net of that of divested activities), and the net revenue of the previous year (converted at the current exchange rate) is compared with the net revenue generated in the prior period to determine the percentage of organic growth.

The Groupe believes that the analysis of organic net revenue growth provides a better understanding of its net revenue performance and trends than reported net revenue because it allows for more meaningful comparisons of current period revenue to that of prior periods. Also, like-for-like revenue is also generally used in the industry as a key performance indicator.

Like-for-like revenue is not audited and is not a measurement of performance, according to IFRS standards. It may not be compared with similarly titled financial data of other companies.

Organic growth was +6.3% in 2023, after two years at double-digits.

Organic growth for each quarter in 2023 was:

• ■first quarter: +7.1%;
• ■second quarter: +7.1%;
• ■third quarter: +5.3%;
• ■fourth quarter: +5.7%.

Publicis Groupe’s net revenue for the full year 2023 was euro 13,099 million, up +4.2% compared to euro 12,572 million in 2022. Exchange rate variations over the financial year had a negative impact of euro 340 million, and acquisitions (net of disposals) had a positive impact of euro 100 million.

Organic growth was +6.3% in 2023 compared to 2022. This implies organic growth of +21% compared to 2019.

The Groupe’s strong and consistent performance in 2023 was reflected in each and every one of its activities.

Media, one third of revenue, grew by double-digits on top of double-digits last year, benefitting from both market share gains and organic growth at existing clients.

Data and tech activities, another third of revenue, posted a very solid growth overall. On the one hand, despite the context of a slowdown in the digital business transformation market experienced by comparable IT consulting firms, Publicis Sapient achieved a solid +3.2% organic growth on top of a very high comparable base of +19% in 2022. On the other hand, Epsilon’s performance accelerated in the second half of the year, posting +9.6% on an organic basis in 2023, supported by a sustained high demand in first-party data management.

Creative, the remaining third of revenue, showed its resilience with single-digit organic growth for the year.

The following table shows the evolution of net revenue in Publicis Groupe main markets.