MAURICE LÉVY

Emeritus Chairman

When I took the initiative of launching a review of Publicis Groupe’s governance, which led to a revision of our Articles of Incorporation and the appointment of Arthur Sadoun as Chairman and CEO, it was with the aim of giving the Groupe the means to sustain a strong and stable governance conducive to its development and growth. The aim  was to ensure that responsibilities remained concentrated in safe hands while enabling a smooth transition to a promising future.

“The alchemy between data, technology and creativity in a rapidly changing world has created a breeding ground for the acceleration of artificial intelligence. In 2024, Publicis committed to an investment of 100 million euros in AI, as part of a larger plan of 300 million euros over three years.”

“This legal transformation, which was carried out as planned, is an essential lever for all Publicis stakeholders: our clients, our partners, our employees and our shareholders.”

Arthur Sadoun emphasized that this was a way of continuing our collaboration in tandem. This was not only a legal or formal decision, but rather an operational and symbolic initiative. This approach, which has borne fruit in recent years, has enabled us to maintain close collaboration and successfully bring our projects to fruition. With this change, the ultimate responsibility of the company now rests on his shoulders. And it is undeniable that Publicis has had an exceptional track record. Seeing how records have been systematically broken, whether in terms of growth, new contracts or margins, is a source of pride. But beyond these impressive figures, the Company now has solid assets that have been strengthened, offering unique services to our clients and promoting their profitable growth.

The alchemy between data, technology and creativity in a rapidly changing world has created a breeding ground for the acceleration of artificial intelligence. In 2024, Publicis committed to an investment of 100 million euros in AI, as part of a larger plan of 300 million euros over three years. This investment is in addition to the 10 billion euros already spent over the last eight years, most notably in the strategic acquisitions of Epsilon and  Sapient. More broadly, this development is unfolding in a rich and astonishing manner, manifesting itself in our agencies, in daily support for our employees with Marcel, and in the production of individualized messages. And tomorrow, with CoreAI, AI will extend to the entire Groupe, optimizing the performance of our campaigns and increasing the productivity of our teams.

“Publicis Conseil was named Agency of the Year at the Cannes Lions for the first time in its history, a testament to the agency’s continued excellence.”

This legal transformation, which was carried out as planned, is an essential lever for all Publicis stakeholders: our clients, our partners, our employees and our shareholders. It was the key to a series of remarkable professional performances. For example, Publicis Conseil was named Agency of the Year at the Cannes Lions for the first time in its history, a testament to the agency’s continued excellence. Publicis Luxe was awarded the first Lion d’Or in the luxury category. In addition, Marcel’s La Compil des Bleues campaign for Orange was a real triumph, becoming the world’s most award-winning campaign. These awards highlight not only the Groupe’s creativity but also its societal commitment.

“The strength of our balance sheet, continuous innovation and the depth of our services will ensure that Publicis will get through this period, as we have done in the past when faced with far more complex challenges, and always in keeping with our values.”

The Working with Cancer program that we launched has had a tremendous impact in just two  years. With its goal of breaking the stigma of  cancer in the workplace, it has reached over  35  million employees in 2,500 companies worldwide. This success reflects Publicis’s deep commitment to the well-being of its employees and the fight against the disease, and it is part of our global health and prevention initiative.

More pragmatically, this success is also reflected in our numbers: on December 31, our share reached an all-time high of 103 euros. Of course, the macroeconomic turbulence that is battering the market will affect our stock market performance, but the strength of our balance sheet, continuous innovation and the depth of our services will ensure that Publicis will get through this period, as we have done in the past when faced with far more complex challenges, and always in keeping with our values.

Maurice Lévy

Emeritus Chairman

ARTHUR SADOUN

Chairman and Chief Executive Officer

Publicis Groupe is reaping the rewards of Maurice Lévy’s vision and the execution efforts of all our teams. After having been number 1 in organic growth for three years, in new business for five years, in financial ratios for more than ten years, and in market capitalization since 2023, Publicis has become the world’s leading communications group.

“Publicis has become the world’s leading communications group.”

Publicis has radically transformed itself over the past decade, moving from being a partner in our clients’ communications to being an essential partner in their transformation. We have built a status as a Category of One thanks to our unmatched first-party data capabilities, our connected media ecosystem, our creative firepower, and our more than 25,000 engineers, brought together through the Power of One.

In an environment that remained challenging, organic growth in net revenue was +5.8%, accelerating compared to the average growth rate since 2020. We are ending the year growing three times faster than our holding company peers, and five times faster than the IT consultancies. This outperformance is mainly due to our unique positioning, with data forming the backbone of our Connected Media, and to our ongoing drive to win market share. Our creative agencies regrouped within Intelligent Creativity have shown resilience in the face of budget cuts across the traditional advertising sector. Publicis Sapient still encounters a wait-and-see attitude from some clients with regard to their digital transformation projects, a situation that is generally affecting all the major players on the IT consulting sector.

In addition to outperforming in terms of organic growth, the Groupe posted the highest financial ratios in our industry, with an operating margin of 18% and adjusted free cash flow of over 1.8 billion euros, while accelerating our investments in AI and talents.

“2024 was also a year of accelerated acquisitions, enabling us to strengthen our lead in the industry thanks to our unique model.”

2024 was also a year of accelerated acquisitions, enabling us to strengthen our lead in the industry thanks to our unique model. We invested 1.2 billion euros in acquiring Influential, the world’s largest influencer marketing platform, and Mars United Commerce, the #1 independent commerce marketing company. We are now clearly leading on 3 critical expertise for our clients: addressable media, creators and commerce. We are then able to directly link this expertise with Epsilon’s identities around the world to create a connected media ecosystem that we can build transparently within our clients’ proprietary environments.

These very solid results will allow us to propose to our shareholders at the General Shareholders’ Meeting of May 27, 2025, dividend to be paid entirely in cash, of 3.60 euros per share—an increase of 5.9%—and a payout ratio of 49.3%, the highest in our industry.

I cannot write these words without mentioning the economic uncertainty at the start of 2025. Many of our customers are facing very difficult situations due to price wars, rising inflation and a geopolitical environment that is more unstable than ever. And more than ever, we will be at their side to support them in these uncertain times.

Our performance in the first quarter as well as the record level of new business gains in the first months of 2025 give us confidence in the Groupe’s ability to post strong growth in 2025. Our model allows us to anticipate organic growth of between +4% and +5% in 2025. At the same time, Publicis Groupe will continue to post the best financial ratios in the sector with an expected operating margin up slightly from the record level of 18% in 2024, and a free cash flow before change in working capital of between 1.9 and 2 billion euros.

“Our performance in the first quarter as well as the record level of new business gains in the first months of 2025 give us confidence in the Groupe’s ability to post strong growth in 2025.”

I would like to thank the Board for its unwavering support and especially Elisabeth Badinter, Vice-Chair of the Board, and Maurice Lévy, Emeritus Chairman, whose pioneering visions and investments have enabled the Groupe to position itself to face a future dominated by artificial intelligence. In 2024 more than ever, his experience and knowledge of the sector were valuable assets.

Finally, I would like to thank our clients and shareholders for their trust throughout our transformation and our employees for their extraordinary efforts in 2024. Thanks to them, we have reached new heights as a Group, and we are well positioned to ambitiously build on this momentum in 2025.

Arthur Sadoun

Chairman and Chief Executive Officer

Terms

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.

Connected Media: Pillar covering data, media, CRM, social and commerce activities

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.

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

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.

Intelligent Creativity: Pillar covering creative, production and public relations activities

JANUS: 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”.

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 Echos 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.

Definitions

Average net debt: Average of monthly net debt at end of month.

Capex: Net acquisitions of tangible and intangible assets, excluding financial investments and other financial assets.

CCPA: The California Consumer Privacy Act (CCPA) is a law of the State of California (USA) relating to the protection and processing of personal data of California residents. The CCPA came into force on January 1, 2020.

CSR: Corporate social responsibility.

DNFP: Declaration of Non-Financial Performance.

EBITDA: Operating margin before depreciation & amortization.

EPS (Earnings per share): Net income attributable to the Groupe divided by average number of shares, not diluted.

EU: European Union.

Free cash flow: Net cash flow from operating activities after financial income received, financial interest disbursed and repayment of lease commitments and related interest.

Free cash flow before changes in WCR: Net cash flow from operating activities after financial income received and financial interest disbursed, before repayment of lease commitments and related interest, and before change in working capital related to operating activities.

GDPR: The General Data Protection Regulation (GDPR) refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

GSM, OGM, CGSM: General Shareholders’ Meeting, Ordinary General Shareholders’ Meeting, Combined General Shareholders’ Meeting.

Headline EPS, diluted (Headline earnings per share, diluted): Headline Groupe net income, divided by average number of shares, diluted.

Headline net income, Groupe share: Net income attributable to the Groupe, after elimination of impairment charges/real estate transformation expenses, amortization of intangibles arising on acquisitions, the main capital gains (or losses) on disposals, change in the fair value of financial assets and the revaluation of earn-outs.

N/A: Not available.

Net debt (or net financial debt): Sum of long- and short-term financial debt and associated hedging derivatives, less cash and cash equivalents.

Net revenue: Revenue less pass-through costs. Those costs are mainly production & media costs and out-of-pocket expenses. As these items that can be passed on to clients are not included in the scope of analysis of transactions, the net revenue indicator is the most appropriate for measuring the Groupe’s operational performance.

Operating margin: Revenue after personnel costs, other operating expenses (excl. non-current income and expenses) and depreciation (excl. amortization of intangibles arising on acquisitions).

Operating margin rate: Operating margin as a percentage of net revenue.

Organic growth: Change in net revenue excluding the impact of acquisitions, disposals and currencies.

Organic growth vs. 2019: Growth over four years calculated as follows: ([1 + organic growth (n-3)]×[1 + organic growth (n-2)]×[1 + organic growth (n-1)]×[1 + organic growth (n)]).

Payout ratio or Dividend payout: Dividend per share divided by Headline diluted EPS.

WCR: working capital requirement.

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.

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 and Starcom MediaVest Group, 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 group 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.

The period between 2006-2013 marked the transformation of Publicis Groupe for the digital world. This was reflected by a profound change in its structure and operating methods to better adapt to the new demands of this new era. The Groupe added digital services to its well-known holistic offer while strengthening its position in fast-growing economies, both of which would be major strategic bets in the years to come. Amid fast 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. In January 2007 , Publicis Groupe completed the acquisition of Digitas Inc., the US leader and the world’s largest interactive and digital communications agency. 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.

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

During 2012 and 2013 , the Groupe made a number of targeted acquisitions worldwide, 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.

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.

The most important transaction of 2014 was the acquisition of Sapient. In a world of growing convergence, the combination of Sapient with Publicis Groupe’s know-how created an unparalleled expertise in marketing and commerce across all distribution channels and consulting services based on outstanding technological prowess.

Publicis Sapient became part of the new organizational structure announced in 2015 , whose implementation was completed at the end of the first half of 2016 . This structure abandoned the holding company model in order to develop an operational architecture based on the Connecting Company concept. Highly modular in structure, Publicis Groupe’s Connecting Company model is unlike any other platform in the sector and offers clients plug & play access to its leading services:

• clients are the priority – Publicis Groupe’s entire transformation was designed and carried out in order to place clients at the heart of its operations;
• a fluid model – a single person, the Global Client Leader or Country Client Leader, acts as the sole point of contact and account manager who can draw on a pool of almost 84,000 people and break down silos, the legacies of the past and longstanding habits;
• working in harmony – consolidation of income statements and removal of all operational hurdles;
• modular organization – the main advantage of the structure is not just the depth and breadth of the Groupe’s capabilities, but above all the ability to adapt to any situation and to individual client requirements with an open architecture that offers global partners plug & play access where required;
• a unified offering – by bringing together the Groupe’s creativity, intelligence and technological expertise, it advises clients on how to carry out their own transformation, with ideas that are unlike any others in the sector.

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

In 2016 , 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. These projects were selected from 3,500 applications submitted from 130 countries.

At the beginning of 2017 , the Publicis Groupe Supervisory Board appointed Arthur Sadoun as Maurice Lévy’s successor as Chairman of the Management Board. Maurice Lévy became Chairman of the Supervisory Board.

2017 was marked by two themes: pursuing integration and accelerating in the execution of the strategy initiated by Maurice Lévy. The Groupe had the ambition of becoming the leader in the convergence of marketing and operational transformations, through the alchemy of creativity and technology.

After breaking the silos and organizing itself into Solutions, the Groupe went 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 began in France, the United Kingdom, China and Italy.

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 Groupe’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. 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. The Groupe’s activities were resolutely positioned to the future, with more than 30% of net revenue generated by data and digital business transformation.

At the same time, the Power of One strategy, initiated in 2016, became 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 was 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.

In such a challenging environment, the Groupe managed to deliver solid results thanks to the transformation undertaken several years earlier: the Groupe’s investment in data and technology, with the acquisitions of Sapient and then Epsilon; its country organization, which enabled it to closely support its clients at every stage of the crisis and to provide a comprehensive and integrated offer combining data, technology, media and creativity; its Marcel platform, which allowed the Groupe to adapt to new ways of working with better knowledge sharing, even from a distance. Marcel brought teams together and proved to be a valuable tool during such a period.

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 digital business transformation. In this environment, the Groupe achieved record results with all indicators exceeding their 2019 levels. Furthermore, the Groupe acquired CitrusAd, a technology platform that optimizes the marketing performance of brands directly on e-commerce sites.

The Groupe emerged from the pandemic both stronger and even more committed to ESG, as reflected by the Groupe taking first place in the sector in the rankings of eight of the top ten rating agencies.

In 2022 , the Groupe’s revenue 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 fields of data (Retargetly in Latin America), commerce (Profitero) and digital transformation (Tremend). In addition, the Groupe announced the creation of Unlimitail, a joint venture with Carrefour, 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.

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, a leader 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.

2024 will remain a historic year for Publicis Groupe. With net revenue of nearly euro 14 billion, the Groupe became the world’s leading advertising group. This performance is the result of efforts made over many years, generating market share gains, the contribution of numerous investments in data and technology, and the benefit of its platform organization, placing the Groupe at the heart of its organization. In 2024, the Groupe set up a new organizational structure around three pillars: Connected Media, bringing together data, media, CRM, social and commerce activities; Intelligent Creativity, including creative, production and public relations; and Technology with Publicis Sapient. The challenge is to meet clients’ key needs, to make marketing a measurable business tool and ensure the sustainability of their business model. In addition, Publicis Groupe made two significant acquisitions: Influential in influencing marketing and Mars United in commerce.

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 2024, the Groupe operates in more than 100 countries, counts more than 108,000 employees and became the largest group in the global communications sector ⁽¹⁾ .

1. Source = Competition – Chapter 1.3.7.

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 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 , one of the leaders in digital transformation services in Latin America, based in Argentina. With its 1,200 experienced professionals, this acquisition will position Publicis Sapient to enter the Latin American market while establishing a foundation for a nearshore delivery platform that will enable the Company to better service clients based in North America. Also, in digital transformation, the Groupe acquired Corra , based in New York, a leader in e-commerce who will augment Publicis Sapient’s existing expertise in commerce solutions, including Adobe Commerce, while extending Publicis Sapient’s offerings in digital and omnichannel commerce.

In order to address the booming demand for retail media in Continental Europe, Brazil and Argentina, Publicis and Carrefour announced the launch of their joint venture Unlimitail , based on the most advanced technologies from “CitrusAd powered by Epsilon” and the deepest retail expertise in the mass market retail sector from Carrefour.

Finally, with Publicis Sapient AI Labs and PS Hummingbird, the Groupe has invested in specialized joint ventures in Artificial Intelligence (AI) to strengthen this expertise at Publicis Sapient.

In 2024 , the Groupe made two major acquisitions, in influencer marketing and commerce.

With Influential , Publicis Groupe invested in the world’s preeminent influencer marketing company and platform. Influential’s proprietary AI-powered technology platform with over 100 billion data points, coupled with its network of over 3.5 million creators, including access to and data on 90% of global influencers with more than 1 million followers, currently serves more than 300 brands around the world. By combining these capabilities with the unique data and identity assets of Epsilon, Publicis Groupe is putting the leadership of ID-driven influencer marketing in the hands of all of its clients through a premium creator network, revolutionized influencer planning and maximized cross-channel outcomes.

The Groupe significantly strengthened its commerce offer through the acquisition of Mars United Commerce , the largest independent commerce marketing company in the world. With over 1,000 employees based in 14 hubs worldwide, Mars leverages its proprietary suite of commerce solutions to drive growth for more than 100 of the world’s top brands. The combined forces of Publicis Groupe and Mars has created the industry-leading connected commerce solution, allowing clients to influence the complete commerce journey for billions of global shoppers through an offering that begins with the industry’s deepest and richest database of consumer behavior and ends at the digital and physical shelves of the world’s leading online and offline retailers.

The Groupe also acquired AKA Asia , one of Singapore’s leading integrated communications agencies. The acquisition expands and diversifies Publicis Groupe’s capabilities in the market while bolstering the Groupe’s strategic communications, PR and influence offering. AKA joins the Groupe’s regional Influence division.

In France, Publicis Groupe acquired Downtown Paris , a “creative and production house specializing in the world of luxury goods and beauty, intended to strengthen the production activity of Publicis France and to work with the Groupe’s various luxury goods entities.

With the acquisition of Spinnaker SCA , the Groupe strengthened Publicis Sapient’s supply chain capabilities and skills, while the acquisition of Wibilong , a SaaS platform for creating customer communities, completes the Epsilon France offer.

Total acquisition costs for entities integrated during 2024 (gross payments, after deducting cash and cash equivalents acquired) came to euro 915 million, including euro 67 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. Every year, Epsilon organizes an internal hackathon and an internal Tech conference, intended to mobilize all their engineers in a short time to work on very specific technical topics - in recent years around the integration of AI in PeopleCloud. The solutions resulting from these sessions are tested, verified and then deployed to be rapidly operational for clients.

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 (interconnection architecture, website, app, internal network). Two approaches enable the Groupe’s 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 for clients. With the influence 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 of these teams 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).

The United States has initiated many changes, in particular through Executive Orders. These cover various aspects of economic life and may impact the Groupe’s operations, its clients and partners in the United States and other countries. As of the date of this Universal Registration Document, the Groupe, like all economic players, is unable to assess their impact on its activities.

The Groupe risk mapping exercise, carried out in the last quarter of 2024, did not reveal any major risks after considering the mitigating measures in place. The methodology used is detailed in Section 2.2.4 “Risk management framework”.

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

The internal control and risk management framework is fully integrated into the Groupe’s operational, financial and non-financial management. Its remit extends across all the Groupe’s activities and structures. The internal control and risk management policy defined by the Executive Management, is regularly monitored by the Audit and Financial Risks Committee together with the Strategic, Environmental and Social Committee, and relayed to all levels of the Groupe. This policy aims to provide reasonable assurance on the achievement of the Groupe’s objectives in terms of:

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

The objectives of this framework, as approved by the Executive Management and presented to both the Audit and Financial Risks Committee and the Strategic, Environmental and Social 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, financial and non-financial objectives;
• appropriate communication about risks contributing to the decision-making process;
• regular monitoring of the internal control and risk management framework effectiveness.

The Groupe has a Secretary General function, which allows organized and centralized monitoring of the activities that constitute the internal control framework. The Secretary General is a member of the Groupe’s Management Committee. This function includes the Legal Department (managed by the Groupe General Counsel), the Compliance Department (managed by the Groupe Chief Compliance Officer) , the Internal Audit, Internal Control and Risk Management Department (managed by the Groupe Internal Audit, Investigation & Risk Management Officer), the Human Resources Department (compensation and employee benefits, human resources information system management, employee-related matters and mobility) and the Insurance Department. The Chairman and Chief Executive Officer and the Secretary General participate in all meetings of the Strategic, Environmental and Social Committee. The Secretary General and the Groupe Internal Audit, Investigation and Risk Management Officer attend all Audit and Financial Risks Committee meetings and have easy access to its Chair and each of its members. Similarly, the Audit and Financial Risks Committee has direct access to the Groupe’s Risk Management and Internal Control department.

Since May 2024, the Chief Impact Officer has been overseeing Corporate Social Responsibility (CSR), including the CSR strategy, sustainability reporting, and key initiatives of the Groupe. The CSR Department is responsible for non-financial reporting and collaborates closely with other departments within the Groupe, particularly through the CSR Steering Committee. Additionally, the Chief Impact Officer regularly updates the Audit and Financial Risks Committee and the Strategic, Environmental, and Social Committee on regulatory changes in sustainability reporting, the status of ongoing projects, and the work being conducted with external sustainability auditors.

The expertise of the Secretary General and the CSR Department offers a comprehensive understanding of risks, which enhances the organization’s goal of improved risk management through the implementation of an internal control system.

Furthermore, the Board of Directors, via the Audit and Financial Risks Committee, reviews the effectiveness of the Groupe’s internal control and risk management framework and oversees the preparation of both financial and non-financial information.

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 established by the AMF.

Thus, the Groupe has organized its internal control system around three lines model:

• first line: first line consists of operational managers within the entities, business units, shared services, and various countries and regions. These managers are responsible for managing risks as part of their daily operations. They act in accordance with relevant laws and regulations, ensuring adherence to the rules and guidelines established in Janus;
• second line: the second line functions are performed by the head office departments, which establish the policies, standards and procedures. These functions define and deploy the risk management framework and ensure compliance with laws and regulations, design controls to ensure compliance with Janus, monitor the adequacy and effectiveness of the internal control system, and facilitating the prompt remediation of any identified weaknesses;
• third line: the third line is provided by the internal audit function, which provides independent assurance on the effectiveness of governance, risk management and internal control.

1. [ESRS 2 GOV-1 22 (a)] [ESRS 2 GOV-5 36 (a) to (c)]

The Groupe’s internal control system also includes the Groupe’s whistleblowing system, which collects all types of alerts, whether internal or external.

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 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;
• civil 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 falls within the competence of the Board of Directors.

The information contained in the following developments is that mentioned in articles L. 225-37-4 and L. 22-10-8 to 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 3.1.7 as well as Section 10.9 of the Universal Registration Document “Cross-reference table for the corporate governance report.”

This report also includes information required for the preparation of the sustainability report according to the European sustainability reporting standards. It will be identified using footnotes and presented in the cross-reference table available in Section 4.8.

Publicis Groupe SA refers to the corporate governance code for listed companies established by the AFEP and MEDEF (hereinafter the “Afep-Medef Code”) as updated in December 2022. This Code can be consulted online on the AFEP website www.afep.com, the MEDEF website www.medef.com, and the French High Committee on Corporate Governance ( Haut Comité de Gouvernement d’Entreprise - HCGE ) website www.hcge.fr.

The General Shareholders’ Meeting of May 29, 2024 approved (with a rate of 94.93%) the change in the mode of governance of Publicis Groupe SA by adopting a structure with a Board of Directors instead of a structure with a Supervisory Board and Management Board. The General Shareholders’ Meeting also approved the new composition of the Board of Directors (for more information on the composition of the Board of Directors, see Section 3.1.2).

This change is the result of a long and rigorous process initiated by Mr. Maurice Lévy in the interest of the company, all stakeholders, and in particular shareholders. This change makes it possible to reconcile three major requirements: first, a controlled transition; then, continuity; and finally, effective and balanced governance.

In this context, Mr. Arthur Sadoun, former Chairman of the Management Board, was appointed as Chairman and Chief Executive Officer and Mr. Maurice Lévy, former Chairman of the Supervisory Board, was appointed as Emeritus Chairman, thus preserving the tandem formed by Mr. Arthur Sadoun and Mr. Maurice Lévy since 2017, key ingredients of the Groupe’s success.

This change was accompanied by appropriate measures to ensure balanced governance. This is ensured by the continuity of the position of Vice-Chair of Mrs. Élisabeth Badinter, by the strengthened organization of the Board Committees to enable them to monitor the Company’s risks and strategy more closely, and by the creation of a position of Lead Director, held by Mr. André Kudelski.

For the sake of simplicity and transparency, note that Mr. Arthur Sadoun, Mr. Loris Nold (as of February 8, 2024, replacing Mr. Michel-Alain Proch) and Mrs. Anne-Gabrielle Heilbronner served as members of the Management Board until May 29, 2024. During the financial year 2024, the Management Board carried out all of its duties within the framework set by the Articles of Incorporation and the internal rules and regulations of the Supervisory Board. It met six times with an attendance rate of 100%. The Management Board’s work focused on: the consolidated and corporate financial statements for the financial year 2023, the provisional management documents for the year ended December 31, 2023, the Groupe’s financial and cash position, the 2024 budget, the Groupe’s financial communication, monitoring of share plans, the implementation of a share buyback program and acquisitions and monitoring of the Groupe’s CSR strategy. The Management Board regularly reported to the Supervisory Board on its duties and the Groupe’s activities.

1. ESRS 2: GOV-1-19

3.1.1.1   Methods of exercising Executive Management

Pursuant to French regulations and the Afep-Medef Code, the Board of Directors has the authority to choose between the two methods of exercising Executive Management, namely the separation or combination of the roles of Chairman of the Board of Directors and Chief Executive Officer of the Company.

On the recommendation of the Nominating Committee, the Board of Directors decided on May 29, 2024 to combine the roles of Chairman of the Board of Directors and Chief Executive Officer, and to appoint Mr. Arthur Sadoun as Chairman and Chief Executive Officer for the entire duration of his term of office as Director, i.e. until the end of the 2028 General Shareholders’ Meeting called to approve the financial statements for fiscal year ended December 31, 2027.

Combining the functions of Chairman and Chief Executive Officer is the most appropriate organizational method for Publicis Groupe’s current situation, its agility, its business sector, its geographical locations and the challenges it faces. The Board considered that unifying the roles of Chairman and Chief Executive Officer would make it possible to further improve the effectiveness of the management team, thanks to a responsive and agile governance system in its decision-making under the impetus and control of the Board of Directors, while ensuring continuity in the governance of the Groupe, which has been at the heart of Publicis’ success since its creation.

This is all the more important given that, in the Groupe’s business sector, like no other, talent is at the heart of success. A strong feature of this industry is that only a manager from the core business is legitimate and capable of taking on the leading role and succeeding in it. In addition, the success of any company is based on a long-term strategy served by long-term management teams. Publicis has only had three executives in its nearly 100 years of existence: the founder, Mr. Marcel Bleustein-Blanchet for 60 years, Mr. Maurice Lévy for 30 years and Mr. Arthur Sadoun since 2017. This continuity of leadership is a major asset that must be preserved so as not to destabilize the balance of teams and customer relations.

In accordance with the internal rules and regulations of the Board of Directors, the Nominating Committee may reassess the relevance of the choice of governance method, in particular when renewing the term of office of the Chairman and Chief Executive Officer. The Nominating Committee endeavors to formulate its proposals with a view to building a solid, sustainable and fluid governance for the Groupe, taking into consideration all measures to ensure the balance of powers within the new Board of Directors.

3.1.1.2   Chairman and Chief Executive Officer

Role of the Chairman and Chief Executive Officer

Since May 29, 2024, Mr. Arthur Sadoun has been Chairman and Chief Executive Officer of Publicis Groupe SA (for more information on the profile of Mr. Arthur Sadoun, see Section 3.1.2.3).

Given the choice to unify the functions of Chairman of the Board of Directors and Chief Executive Officer, the Chairman and Chief Executive Officer performs the duties assigned to the Chairman of the Board and assumes the Executive Management of the Company. In this respect, the provisions of the Articles of Incorporation applicable to the Chairman of the Board are also applicable to the Chief Executive Officer.

The Chairman and Chief Executive Officer has all the powers conferred by the law, the Company’s Articles of Incorporation and the internal rules and regulations of the Board of Directors.

In addition, as Director, the Chairman and Chief Executive Officer is fully subject to the rules intended to prevent the occurrence of conflicts of interest pursuant to the law as well as by the internal rules and regulations (the rules pursuant to the latter are described at Section 3.1.1.6).

1. ESRS 2 GOV-1-20 (a)

Limitation of the powers of the Chairman and Chief Executive Officer

In accordance with the Board’s decisions made at its meetings of May 29 and July 17, 2024 and its internal rules, the Chairman and Chief Executive Officer must obtain the prior authorization of the Board of Directors to carry out the following transactions:

• any investment and divestment operation envisaged by the Groupe, in particular the acquisition and disposal of assets (including the acquisition and disposal of all or part of equity interests), the subscription to any securities issues, the conclusion of partnerships or the pooling of resources with a unit value in excess of euro 300 million (including earnout);
• any real estate acquisition or disposal transaction contemplated by the Company;
• any financing operation envisaged by the Groupe, regardless of the terms and conditions, involving a unit amount in excess of 5% of the Company’s shareholders’ equity;
• all mergers, demergers and asset contributions envisaged by the Groupe for net asset contribution values individually exceeding 5% of the Company’s shareholders’ equity, excluding any internal restructuring;
• all transactions and compromises relating to litigation contemplated by the Groupe involving unit amounts in excess of 5% of the Company’s shareholders’ equity;
• any significant transaction planned by the Groupe that falls outside the scope of the strategy announced by the Company or is likely to have a material impact on it.

In addition, the Chairman and Chief Executive Officer must obtain annual authorization from the Board of Directors, up to the limit set by the Board, to issue sureties, endorsements or guarantees given on behalf of the Company.

3.1.1.3   Vice-Chair of the Board of Directors

Since May 29, 2024, the Vice-Chair of the Board of Directors has been Mrs. Élisabeth Badinter, a long-standing and significant shareholder of Publicis Groupe SA.

In the absence of the Chairman of the Board of Directors, the Vice-Chair convenes the Board and chairs its discussions.

Mrs. Élisabeth Badinter contributes to ensuring balanced governance within the Groupe. Through her long experience and her essential contribution to all the work of the Board, Mrs. Élisabeth Badinter always ensures that the Groupe’s fundamental values are respected in the interest of its leading stakeholders, including the employees and shareholders.

In 2024 in particular, the Vice-Chair convened and chaired the discussions of the Board of Directors of May 29, 2024, prior to the appointment of the Chairman and Chief Executive Officer (for more information on the profile of Mrs. Élisabeth Badinter, see Section 3.1.2.3).

3.1.1.4   Lead Director

Presentation of the Lead Director

The Board of Directors decided to create the status of Lead Director, a key function in the context of balanced governance.

In this context, the Board of Directors of May 29, 2024, on the recommendation of the Nominating Committee, appointed Mr. André Kudelski as Lead Director. His personality and experience will enable him to effectively carry out this role. This appointment is subject to maintaining the status of Independent Director for the duration of his term of office, it being specified that the Nominating Committee may reassess his situation as necessary. The Lead Director does not take part in the deliberations or votes of the Board and its Committees that concern him.

Mr. André Kudelski, previously a member of the Supervisory Board, was appointed by the General Shareholders’ Meeting of May 29, 2024 as a Director for a term of four years. As of December 31, 2024, he is a member of the Audit and Financial Risks Committee, the Nominating Committee and the Compensation Committee (for more information on the profile of Mr. André Kudelski, see Section 3.1.2.3).

Missions and resources of the Lead Director

The Lead Director’s main missions are to contribute to the balance of governance, to improve the organization of dialogue with and within the Board of Directors (in particular through the organization of executive sessions) and to be able to deal with potential conflicts of interest.

In the performance of his duties, the Senior Independent Director may:

• have access to all the documents and information he deems necessary to fulfil his missions,;
• carry out or commission any external studies;
• meet the main operational managers of the Publicis Groupe;
• add items to the agenda of Board of Directors meetings;
• request the assistance of the Board Secretary.

The Lead Director meets regularly with the Chairman and Chief Executive Officer, the Vice-Chair of the Board of Directors and, if necessary, with the Emeritus Chairman.

Activity report 2024

In 2024, the main work of the Lead Director was as follows:

3.1.1.5   Emeritus Chairman

Pursuant to the option provided for by the Company’s Articles of Incorporation and its internal rules and regulations, the Board of Directors may appoint an Emeritus Chairman who is a natural person and former Chairman of the Board of Directors or of the Supervisory Board.

On May 29, 2024, the Board of Directors, on the advice of the Nominating Committee, decided to appoint Mr. Maurice Lévy, former Chairman of the Supervisory Board, as Emeritus Chairman for an indefinite period, enabling the Company to continue to benefit from his talent, energy and experience.

Biography of the Emeritus Chairman

Mr. Maurice Lévy joined Publicis Groupe in 1971 as IT Director. In 1975, he was appointed Executive Vice-President of Publicis Conseil, the Groupe’s flagship, working his way up to his appointment as Chairman of the Management Board in 1987. He held this role for 30 years, until the General Shareholders’ Meeting of May 2017, when he was appointed as Chairman of the Supervisory Board of Publicis Groupe SA. He steered the accelerated globalization of the Groupe starting in 1996. In  2001, Publicis Groupe’s globalization picked up more steam with the acquisition of Saatchi & Saatchi, then Bcom3 (Leo Burnett, Starcom, MediaVest, etc.) in 2002. The move into the digital world began with the acquisition of Digitas (2006), followed by Razorfish (2009), and Rosetta (2011). The acquisition of Sapient in early 2015 opened new avenues for Publicis beyond its core business into marketing, omni-channel commerce and consulting.

Mr. Maurice Lévy co-founded the Institut français du Cerveau et de la Mœlle Épinière (ICM) in 2005 and today chairs the Board of Directors of numerous organizations, including the Peres Center for Peace and Innovation, and, since October 2015, the Institut Pasteur-Weizmann . He has also received numerous distinctions for his work and his fight for tolerance. He is Commandeur de la Légion d’honneur and Grand Officier de l’ordre national du Mérite .

Missions and prerogatives of the Emeritus Chairman

Pursuant to the internal rules and regulations of the Board of Directors, the Emeritus Chairman may attend the meetings of the Board of Directors in an advisory capacity only.

Mr. Maurice Lévy shares with the Board his experience, his expertise, his intimate knowledge of the Groupe and his privileged relationships with the Groupe’s key contacts in France and around the world.

In addition to his duties as Emeritus Chairman, Mr. Maurice Lévy chairs an innovation and prospective working group. This group, which is separate from the Board Committees, is composed of three Independent Directors, three members of the Executive Committee and the Secretary General of the Publicis Groupe. This is an internal think tank on topics related to innovation and strategic options for the future. It met once in 2024 to establish its composition, its working method and its initial areas of reflection. Information and documents are exchanged between meetings. The Chairman and Chief Executive Officer is informed of the work of the working group. A second meeting of this working group is scheduled for May 2025. This specific mission, entrusted to Mr. Maurice Lévy, is part of a service agreement entered into with the Company, approved by the Board of Directors.

Ethics of the Emeritus Chairman

The Emeritus Chairman is not a corporate officer. However, he is subject to the same rules of confidentiality and ethics as those applicable to Directors, including the Groupe’s Janus Code of Ethics and the rules relating to the prevention of market abuse. As such, he is subject to compliance, with the obligations to abstain from trading in Publicis Groupe SA shares during “blackout periods.”

Similarly, in the event of a conflict of interest, even a potential one, in which the Emeritus Chairman may be directly or indirectly involved, the latter must also refrain from attending or participating in the discussions concerning the corresponding deliberation, or requesting any document or information in any form whatsoever relating to the subject in question.

It is specified that Mr. Maurice Lévy is not compensated for his role as Emeritus Chairman.

3.1.1.6   Ethics of corporate officers

Groupe Code of Conduct and Ethics

The Groupe has a set of rules governing its behavior and ethics under the name “Janus.” It is applicable to all of the Groupe’s hierarchical levels and sets out the rules of conduct for operations: “The Publicis way to behave and to operate.” It is regularly updated, distributed across all internal networks and is available in seven languages.

Janus includes the rules and principles related to ethics, corporate social responsibility, compliance with regulatory and legal frameworks, governance, communication, conducting business and client relations, human resource management, protecting the Groupe’s brand names, other intellectual property rights and financial and accounting management, as well as rules governing mergers and acquisitions, investments, restructuring and purchasing policies.

The guidelines include a Code of Conduct and Ethics applying to all Groupe employees with specific rules for the main executives. The values embodied by Publicis are clearly outlined there, starting with our commitment to our clients and respect for individuals and their diversity.

The aim of these rules of conduct is to provide the Groupe with strict rules and procedures for running our business worldwide in all fields: human resources management, ethics, financial management, individual responsibility. They are meant to prevent any illegal activity, in particular by ensuring that Groupe employees comply with laws and regulations which govern business conduct. The Groupe’s rules of conduct are also meant to prevent favoritism, misappropriation of funds, breach of trust, corruption, conflicts of interest or other misconduct and subject the Groupe and its employees to the highest standards in terms of integrity, ethics and compliance. They are designed to protect the Groupe’s data and know-how by establishing strict guidelines regarding confidentiality and good faith. They establish procedures for control and reporting by management of the Groupe and of the various networks of any breach of these policy rules. Certain policies have been made public.

This code was updated on May 25, 2022, with revisions scheduled once or twice a year. The last update was made in February 2024, and training sessions are arranged for all employees.

The Janus Code public policies are available on the Groupe’s website (www.publicisgroupe.com) in the “Corporate Social Responsibility” section, under “Library” then “Code of Conduct and Ethics.”

Stock market ethics

Janus provides detailed rules on stock market ethics in a specific chapter. The Groupe’s objective is to ensure compliance with the laws and regulations in force, as well as the recommendations issued by the AMF, in the area of risk management related to the holding, disclosure or possible use of insider information.

The purpose of the code is to:

• define insider information and the related general rules of its use;
• determine the specific rules applicable to persons holding insider information;
• specify the administrative and/or criminal penalties applicable to a breach of the obligations related to holding insider information; and,
• detail the preventive measures.

These rules apply to any employee, corporate officer or executive corporate officer of the Company who has insider information, to their spouses and children, as well as to any person living in their household, until the information is publicly disclosed.

In addition, the Groupe has drawn up a list of employees, corporate officers and executive corporate officers with regular or occasional access to insider information and has set blackout periods during which these persons, and persons closely related to them, are prohibited from, on their own behalf or on behalf of the account of a third party, directly or indirectly, any transaction involving the Company’s securities, derivatives or other related financial instruments (unless authorized by the Company, pursuant to the regulations in force).

This specific chapter is regularly reviewed to adapt to legislative and regulatory changes and to take into account the recommendations of the AMF.

Conflict of interest

The Board of Directors, in its internal rules and regulations, has set out strict rules on conflicts of interest: each Director must be able to perform his or her duties in complete independence from the other members of the Board.

In addition, each Director 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 Director or Directors concerned commit to:

• abstain from attending the discussion and from voting on the decision in relation to the subject concerned;
• not solicit or communicate any document or information in any form whatsoever relating to the subject in question;
• where applicable, in the event of a permanent conflict of interest that cannot be resolved, to resign from office.

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

Existing family ties

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.

Service contracts

There is no undertaking or agreement by the Company or its subsidiaries with the Company’s Directors 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 3.2 and 3.3.

Except as may be described otherwise in Section 3.3, no appointment as Director has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.

No conviction or incrimination

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

• no Director of the Company’s Board has been convicted of fraud;
• no Director of the 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 Director of the Company’s Board 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.

Pursuant to applicable legal and regulatory provisions, this section sets out the compensation policy for corporate officers for the 2025 financial year as well as the items of compensation for corporate officers for the 2024 financial year.

It should be noted that the General Shareholders’ Meeting of May 29, 2024 adopted the change in the Groupe’s management method, which established a Board of Directors in place of the Management Board and the Supervisory Board. Thus, at the end of the General Shareholders’ Meeting of May 29, 2024:

• the members of the Supervisory Board were appointed as Directors, with the exception of Mr. Maurice Lévy,
• Mr. Arthur Sadoun was appointed as a Director of the Groupe and Chair and Chief Executive Officer, and
• Mr. André Kudelski was appointed Lead Director.

General principles and Governance

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

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 and 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 100% independent members in 2024 (see Section 3.1.4.3 “Compensation Committee”), it ensures the application of the Board of Directors’ internal rules and regulations, 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 3.1.1.6 “Ethics of corporate officers”). The resulting policy is then submitted to the Board of Directors before being voted on by the General Shareholders’ Meeting. During this meeting, when the functions of Chief Executive Officer and Chairman of the Board of Directors were combined, the Lead Director exceptionally chairs the discussions relating to the review of the performance and compensation of the Chair and Chief Executive Officer.

The principles of the compensation policy applicable to corporate officers, subject to approval by the General Shareholders’ Meeting on May 27, 2025, are also intended to apply to newly appointed corporate officers or those who are reappointed at the General Shareholders’ Meeting. For the latter, the Board of Directors is nevertheless authorized to temporarily decide certain adjustments in order to take into account, in particular, their profile and their experience. Where an executive corporate officer has been hired from outside the Groupe, the Board of Directors may decide to compensate, in whole or in part, the benefits forgone on leaving the previous employment. The Board of Directors 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/corporate officer.

The compensation policies for the Directors and the Chair and Chief Executive Officer are set out respectively in Sections 3.2.2.1 and 3.2.3.1 below.

Derogation from the compensation policy

In exceptional circumstances and under conditions pursuant to the law, the Board of Directors 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.

This exemption may only be decided by the Board of Directors after a reasoned opinion from the Compensation Committee and may only relate to variable or exceptional items of the compensation policy.

Changes to the compensation policy

In accordance with the decisions of the Board of Directors, the following modification will be proposed to the General Shareholders’ Meeting of May 27, 2025 compared to the compensation policy previously approved by the shareholders at the last General Shareholders’ Meeting of May 29, 2024:

• the annual compensation package for Board members would be increased from euro 1.5 million to euro 1.7 million in anticipation of the appointment of new Directors and/or the increase in the number of meetings of the Board of Directors and/or Committees following the change in governance;
• It is proposed to simplify, as of financial year 2025, the performance criteria for the annual and long-term variable portion of the Chair and Chief Executive Officer:
  • The annual variable portion would continue to be based on financial (growth and margin) and CSR criteria. The overperformance items will be applied only to the growth and margin criteria, given the good CSR results already achieved.
  • In addition, acknowledging the good results already achieved in CSR matters on the one hand and the existence of specific regulations by country or even region on the other hand, it has been decided to adjust the CSR criteria for the annual variable portion and no longer apply them to LTIP plans. Thus, the long-term variable compensation of the Chair and Chief Executive Officer will be based exclusively on the achievement of financial criteria assessed on a larger reference group, in order to take into account the reorganizations underway in our industry.

The changes are described in Sections 3.2.2.1 and 3.2.3.1 of this document.

The following explanations summarize all transactions since 2022 between Publicis Groupe and related parties.

In 2024, the Groupe carried out capital increases in Unlimitail, in which it holds a 49% stake (accounted for by the equity method). The total amount of contributions amounted to euro 105 million, including euro 51 million contributed by the Groupe (up to its stake):

• euro 27 million, corresponding to the exclusive right for the use of Citrus and Epsilon technologies;
• euro 24 million in cash.

The income generated by this transaction was recognized in non-recurring income in Publicis Groupe’s financial statements for euro 14 million after elimination of the internal share of profit.

In addition, during the month of June 2024, Publicis Groupe SA acquired a block of 150,000 of its own shares for an amount of euro 15 million from the shareholder Mrs.  Sophie  Dulac, which will also be used to meet the Company’s obligations in connection with the current free share plans for employees without having to issue new shares. The amount of the transaction corresponds to a price of euro 100.09 per share purchased, representing a discount of 1% compared to the stock market price of euro 101.10 at the closing on June 13, 2024 (for more information, see Section 3.1.3.6 “Related party agreements”).

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. 225-31 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. 225-31 of the French Commercial Code ( Code de commerce ) relating to the implementation during the last fiscal year of agreements previously approved by the annual general 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. These procedures consisted in agreeing the information provided to us with the relevant source documents.

Agreements submitted for approval to the General Shareholders’ Meeting

Pursuant to Article L. 225-40 of the French Commercial Code ( Code de commerce ), we have been advised of the following agreements which have been subject to the preliminary authorization by your Board of Directors.

Agreement with Mrs. Sophie Dulac, member of the Supervisory Board, then from May 29, 2024, of the Board of Directors of Publicis Groupe SA

Nature and purpose

Acquisition by Publicis Groupe SA of 150 000 shares held by Mrs. Sophie Dulac.

Terms and conditions

The transaction was concluded for a total amount of €15,013,500, financed by the Publicis Groupe’s cash flow, at a unit price per share of €100.09, i.e. a 1% discount to the stock-market price of €101.10 on 13 June 2024.

The Supervisory Board authorized the signature of this agreement at its meeting of April 17, 2024. It is specified that this is a one-off agreement and is not intended to continue beyond the fulfilment of its purpose.

Reasons justifying the interest of the agreement for the company

Your Supervisory Board gave the following reasons for this agreement:

Under this agreement, the Company will acquire a block of one hundred and fifty thousand (150,000) shares held by Mrs. Sophie Dulac that will be used to meet the Company’s obligations under the current free share plans for employees, without having to issue any new shares.

Agreements previously approved by the General Shareholders’ Meeting

We hereby inform you that we have not been notified of any agreements previously approved by the Annual General Meeting, whose implementation continued during the year ended December 31, 2024.

Paris-La Défense, April 23, 2025

The Statutory Auditors

French original signed by

Sustainability statements or sustainability reports - formerly non-financial performance statement - now meet French (Decree No. 2023-1142 of December 6, 2023) and European (2022/2464/EU of December 14, 2022) legal obligations related to the entry into force in 2024 of the European CSRD (Corporate Sustainability Reporting Directive) and ESRS (European Sustainability Reporting Standards).

This chapter brings together all of Publicis Groupe’s key CSR information and metrics. It includes the metrics of the ESRS and other sustainability metrics that are not included in the ESRS which are specific to Publicis Groupe. Examples of the actions and initiatives implemented in the agencies are given in four key countries, going beyond the thresholds ¹ required by the CSRD: the United States, India, the United Kingdom and France. More examples can be found on the Groupe’s website: www.publicisgroupe.com (CSR section). This report is also based on international frameworks and meets the expectations of investors, shareholders, employees, clients and other stakeholders. 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.”

This sustainability report covers the period from January 1 to December 31, 2024. It is aligned with the scope of the financial statements and covers the entire Groupe and turnover generated in 2024. The 844 entities worldwide (except entities acquired for less than six months at December 31, 2024) are covered by this sustainability reporting; these are entities with employees. The same applies to European subsidiaries that may be subject to the CSRD, which are exempt. It covers the Company’s operations, including the upstream value chain (suppliers, partners, etc.), and the intellectual services to companies offered to its downstream clients. This report follows the CSRD requirements, taking into account impacts, risks and opportunities (IRO) and describing the Groupe’s policies, as well as the action plans and objectives defined locally. Quantitative and qualitative data are collected at the level of the subsidiaries and then consolidated at the Groupe level.

The sustainability report is made up of several components, some of which are included in this universal registration document (URD) and indicated 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 presented in the URD Introduction;
• the Groupe’s strategy and activities are presented in more detail in Chapter 1, which also contains information on the competitive environment and research and development activities.
• 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 4.4.6, to comply with Duty of Care requirements. As part of the Groupe’s Climate strategy, the work carried out on these risks is presented in Section 4.2.1.3;
• the governance of the Groupe and the functioning of its governance bodies are presented in Chapter 3;
• the consolidated financial statements are in Chapter 6;
• the simplified cross-reference table specific to ESRS can be found in Section 4.1.11

The methodology and processes in place for CSR and sustainability reporting are explained in Section 4.1.2.

In accordance with French and European regulations, the certification report of the sustainability information prepared by the external independent auditors Grant Thornton is found in Section 4.5.

* * *

Questions regarding this non-financial and sustainability reporting may be addressed to the Groupe CSR Department: csr@publicisgroupe.com.

1. Countries in which the company has 50 or more employees representing at least 10% of the total number of employees.

Notice to readers on the application of the CSRD and ESRS for Publicis Groupe

The European directive, the CSRD (Corporate Sustainability Reporting Directive) and ESRS (European Sustainability Reporting Standards), are primarily intended to bring non-financial reporting to the same level of requirements as financial reporting, to give a more complete understanding of the Company’s activities and its impacts. This Directive also aims to harmonize and to improve the quality of sustainability information published by European companies. The regulator has given companies the opportunity to report on their progress in implementing the texts, so certain data points will be available gradually (in 2025 or 2026). This new law, transposed in France, requires companies to adopt a more complex approach than for the preparation of the NFRD, and it is more granular in many areas.

The Groupe has endeavored to apply the standards-related requirements set by the ESRS, as applicable on the date of the sustainability statement, based on available data and information. The use of scope limitations is mentioned on a case-by-case basis for certain data, as specified in the contextual elements, or at the end of each topical ESRS. Finally, certain information required by the ESRS standards was not available at year-end (December 31, 2024) due to the new time constraints required to report this new information.

2024 is the first year of application; the Groupe will improve this sustainability reporting with regard to additional market recommendations, positions or interpretations as soon as they become available. All of this information will be provided in 2025.

Sustainability reporting covers all Publicis Groupe subsidiaries worldwide, aligned with the consolidated scope of financial reporting from January 1 to December 31, 2024. [ESRS 2 BP-1-5 (b) i] Any exclusions are indicated in the scope for the metrics concerned (see Section 4.1.2). Companies acquired less than six months before December 31, 2024 are included in all social metrics, but not in environmental metrics. As these are new challenges for these companies joining the Groupe, we are giving them some time to familiarize themselves with the reporting requirements.

This sustainability report is based on a CSR reporting process that has been strengthened following preparatory work undertaken since 2022 in anticipation of the European CSRD Directive coming into force.

Work in advance of the reporting: eight topical working groups were set up in 2023 on the basis of the CSR Steering Committee, in place since 2009, to work on implementing regulatory changes, with each department taking ownership of their respective CSRD and ESRS. Joint work between sub-groups was carried out on shared topics such as the double materiality analysis. A regular progress report was presented to the Groupe’s Secretary General and Chief Impact Officer. The initial phase was to analyze the discrepancies between the information available in the non-financial reporting in its former form (NFRD format) and the information expected by the new regulations based on the 1,000 data points of the ESRS, reviewed one by one. The double materiality analysis explored the 20 key issues in greater depth and defined their scope in terms of impacts, risks and opportunities (IRO). This analysis continued in 2024, identifying the four ESRS standards considered non-material:

• ESRS E2 - Pollution: with regard to the double materiality analysis and the type of intellectual services offered to the Groupe’s clients, pollution issues do not appear to be applicable. This does not exempt the Company from measuring its waste and type of waste or improving its waste sorting. Since 2009, the Company has been measuring the volume of its waste and e-waste every year in order to reduce it and promote efficient recycling. The Groupe questions its suppliers on this matter as part of their CSR assessments. In addition, the Groupe annually monitors the commitments of its major clients in terms of the environment, in particular their climate trajectory and the reduction of their impacts. [ESRS 2 IRO-2-58]
• ESRS E3 - Water and marine resources: the double materiality analysis does not identify this topic as material, which is consistent with the Company’s intellectual services activities. However, the quantities of water consumed in offices around the world have been traced since 2009, and the objective remains to limit the use of this resource. The Groupe also asks its suppliers about their impacts on their management of water resources, in particular consumer activities such as data centers and the cloud . [ESRS 2 IRO-2-58]
• ESRS E4 - Biodiversity and ecosystems: given that it provides intellectual services activities to companies, the Groupe’s double materiality analysis does not identify this as a major topic. However, aware that these are natural dimensions that need to be better understood, the Groupe carried out an initial biodiversity footprint analysis in 2023. This work did not reveal any significant impacts. [ESRS 2 IRO-2-58]
• ESRS S3 - Affected communities: the Groupe has historically been very committed to local communities in the countries and cities where the teams work. However, the double materiality analysis did not identify this topic as material. The Groupe will continue to analyze the actions it carries out in favor of communities, in particular its societal commitments and actions promoting public interest causes. [ESRS 2 IRO-2-58]

Note on data points not covered:

For this 2024 report, data points have not yet been published. They will be indicated at the end of each ESRS and the reasons will be given, which are mainly as follows:

   ESRS E1      CLIMATE

Publicis Groupe was the first communication group to support and promote the Ten Principles of the United Nations Global Compact in 2003. The Company confirmed its climate commitments by joining the United Nations “Caring for Climate” advocacy. The first climate targets were backed by the so-called “20-20-20” European Climate-Energy package (by 2020, 20% renewable energy, 20% emission reduction, and 20% increase in energy efficiency). Having achieved its targets in 2019, the Groupe is committed to SBTi, is a signatory of the Business Ambition for 1.5° (United Nations Global Compact) in support of the efforts of the Intergovernmental Panel on Climate Change (IPCC or UN IPCC) asking companies to accelerate the transition to a decarbonized economy and world, and in favor of a fairer society.

The Groupe’s voluntary environmental commitments underpinning the Groupe’s policy, and reaffirmed annually, correspond to the following factors:

• 2003: signed the United Nations Global Compact, followed in 2007 by the United Nations Caring for Climate advocacy;
• 2009: alignment of the Groupe’s climate targets with the “20-20-20” Climate-Energy legislative package;
• 2009: first participation in the CDP (Carbon Disclosure Project) renewed annually since 2010;
• 2015: French Climate Business Pledge, signed in support of the Paris Agreement at the COP21, now the “ 1 Pacte Climat ”;
• 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);
• 2022: following the change in SBTi methodology, further validation was obtained for the Near-Term & Long-Term Targets and Net Zero.

Publicis Groupe has voluntarily chosen to follow the recommendations of the TCFD (Task Force on Climate-related Financial Disclosure) now integrated into the ISSB; the environmental policy is based on the recommended principles – governance, strategy, risk management, key metrics and targets – in order to allow a clearer understanding of the targets and resources implemented. Additional information can be found on the Groupe’s website, in the CSR section, where public responses to external questionnaires such as the one issued by the CDP Climate Change can be found.

Publicis Groupe also participates in other trade initiatives as a member of economic organizations such as, in France, through the MEDEF and the “ Pacte Climat” , 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. Under the French Climate and Resilience Act, Publicis France publishes its commitments on the ADEME website.

The industry 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, the AACC ( Association des agences conseils en communication ) with the UDECAM ( Union des Entreprises de Conseil et d’Achat Média ), IAB France (Interactive Advertising Bureau) and ARPP ( Autorité de Régulation Professionnelle de la Publicité ), alongside advertisers ( Union des marques ), 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, Ad Net Zero has been created, a sectoral initiative with the objective to achieve Zero Waste – Zero Carbon in 2030.

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.

4.2.1.1   Impacts, risks and opportunities related to environmental and climate issues [ESRS 2 SBM-3, E1 IRO-1, E1-2-24 & 25, E1-4-32 & 34]

/ Impacts, risks and opportunities – in brief

4.2.1.2   Main impacts [E1-ESRS 2 SBM-3-19 (b) & (c), AR 7 (b) & AR 8 (b)]

Publicis Groupe is an intellectual services company serving its corporate clients, with over 108,000 employees in around a hundred countries. An initial analysis of climate impacts and risks was carried out in 2020 to prepare the first SBTi (Science Based Target initiative) submission file. Teams work in “open space” offices, mainly located in capitals or major cities, and spread over one or more floors. After the Covid-19 pandemic, employees returned full-time to the office: the entire week in some countries, and in other countries, flexibility around remote working three days a week in the office is in place. The adverse environmental impacts related to the Company’s activities are mainly measured in carbon emissions, calculated and explained in Section 4.2.4.

For several years, the Company has been committed to a carbon emissions reduction plan, strengthened following the validation of its climate targets by SBTi, which call for a 50% reduction by 2030 and a 90% reduction by 2040, and the achievement of the Net Zero target – see details in Section 4.2.4.

The Company may be faced with physical risks linked to climate change in various cities (flooding, high heat, etc.) that could potentially disrupt its operations and adversely affect the health of employees, as described in the risk analysis in Section 4.2.1.3 below. Mitigation measures have been established and taken, both in terms of business continuity and support for employees who may face difficulties.

Publicis Groupe supports its clients in their communication and strategic transformation, integrating the ecological transition, with developments in the portfolio of products or services. Consumers express certain expectations regarding the environmental impacts of their purchases; they appear to be keen to consume differently and better integrate environmental issues into their purchasing decisions and choices. Publicis Groupe is in a privileged position to change behavior and social and societal representations. This is the approach taken by the Company through the priority it gives to Responsible Marketing & Technology to improve the professional practices of its activities and the standards applied, as explained in the examples presented in Section 4.3.13. [ESRS 2 SBM-3-48 (b), ESRS 2 SBM-3-48 (c) ii & iv]

4.2.1.3   Risks associated with environmental and climate issues

As indicated in the Duty of Care Plan (Section 4.6), detailed work was carried out in 2022 with the help of an external firm to better determine the impact of climate risks on the Groupe by analyzing several scenarios. An ad hoc working group was set up, the Climate Task Force, managed by the Groupe’s CSR Department with the support of the Risk Management, Finance, IT and GSO (infrastructure and information systems security), Legal, Real Estate and Insurance Departments, and with operational staff. This work made it possible to map risks and opportunities with regard to various scenarios, aligned with those of the IPCC (United Nations). Twelve working scenarios were defined and examined one by one with the help of the external firm, and aligned with the method used by the Groupe’s Risk Management (time horizon, frequency, financial impacts, mitigation measures). Given the Groupe’s intellectual services activities and its global geographical presence, two scenarios were selected among the twelve to guide the internal work:

• a low-carbon transition scenario compatible with global warming limited to 1.5°C by 2100 (RCP 2.6);
• a trend scenario leading to global warming of more than 4°C by 2100 (RCP 8.5).
  [E1-ESRS 2 IRO-1-AR 11 (a), E1-ESRS 2 SBM-3-AR 18 & AR 19, E1-ESRS 2 SBM-3-48, E1-ESRS 2 IRO-1-20 (a), (b) & (c), E1-ESRS 2 IRO-1-21, ESRS E1-9-66 (a) to (d)]

The internal Climate Task Force coordinated by the Groupe CSR Department recommended a review every three years. This Task Force meets once a year to view the climate assessment for the year in various regions of the world, and any impacts on the Groupe’s offices or employees’ modes of transportation. It works in the form of topical sub-groups in order to examine possible new risks and/or opportunities, to share best practices, and to implement actions that strengthen the Groupe’s resilience in the face of climate hazards and their consequences. The Climate Task Force has not identified any major short-term risk with regard to the locations of the offices that could directly affect service continuity to clients. Some regions where employees live may be confronted with weather events affecting their homes and communities, whether flooding, major fires or tornadoes, particularly in the United States. The relevant entities then set up a system providing material support to affected employees on a case-by-case basis. This Climate Task Force participates in the development of and changes to the multi-year transition plan. [ESRS 2 SBM-3-48 (f)]

The work helped to identify and prioritize the various risks and opportunities associated with these scenarios based on the typology established by the TCFD (Task Force on Climate-related Financial Disclosure), which distinguishes between:

1. Physical risks: they are associated with the impacts of climate change due to the geographical location of the offices, employees and data centers, which may affect employees and their working environment, alter the continuity of service for clients and the normal operation of the Company. Six scenarios were examined, taking into account rising temperatures, rising sea levels, extreme rainfall with flooding, major fires and tornadoes.

   None of the buildings where the Groupe and its subsidiaries are located has been identified as presenting a climate risk, an analysis confirmed with the Groupe’s insurance companies.

   [E1-ESRS 2 IRO-1-20 (b), E1-9-66 (b) and E1-9 67]

   1. Mitigation measures for physical risks:
      • the Talent and HR teams in the countries have extended the spectrum of systems enabling employees to be supported in terms of physical and mental health prevention throughout the year, with the possibility of strengthening these systems, as was the case with the pandemic. With the internal tool LionAlert, the Groupe can contact employees in case of extreme emergency and ensure they are safe. LionAlert is activated locally according to events (earthquake, cyclone, flood, major fire, but also acts of terrorism, political tensions, etc.). Employees regularly update their contact information;
      • the IT Department implemented the necessary measures to ensure continuity of service from one region of the world to another; tests and backup plans are carried out regularly. The Re:Sources IT teams are able to equip all employees worldwide for an extended remote working configuration with the appropriate equipment for IT, connectivity and office automation (this was already the case for years in regions of the world subject to major climate hazards, and this has covered 100% of the Groupe since the pandemic);
      • in terms of energy, the switch to 100% renewable energy, expected before 2030 in the Groupe, will reduce the impact of non-renewable energy for electricity needs;
      • ISO 14001 certification provides a method that helps anticipation strategies, especially for entities that may be the most exposed.
   2. Risk outlook: these risks will increase inexorably over the coming years, but with a low impact on the operational functioning of the Company in view of the systems and modus operandi practiced.
   2. Internal carbon price or ICF (Internal Carbon Fee). In 2023, the Management Board approved the principle of an internal carbon price of 50 euros per TeqCO _2.[E1-8-63 (a) & (b)] This price was built by integrating three parameters:
      • the price of voluntary carbon credits for REDD+ and sequestration - type projects;
      • a contribution to the financing of internal actions to facilitate the ecological transition (R&D, new tools or systems);
      • support for innovation in subsidiaries’ products and services to help the Groupe’s clients in their own transition. [E1-8-63 (c)]

      This ICF (available for information only) measures the change in impacts and their costs since the reference year used for the carbon trajectory calculations (in particular the targets validated by SBTi with 2019 as the reference year). This ICF covers Scopes 1 + 2 + 3 carbon emissions such as travel, including air transportation and direct purchases. Even though these initial estimates result in a fairly low ICF, it is expected from this exercise that subsidiaries will better assess the financial impacts of their own carbon emissions, which should help accelerate the implementation of all solutions to reduce these impacts. [E1-3-29 (c), E1-8-63 (b), E1-8-AR 65]

1. The transition risks: they come from changes in the market, regulations or technology to limit global warming to 1.5°C and have been grouped into six other scenarios. Particular attention was paid to possible regulatory changes, such as the end of certain product categories for the Groupe’s clients, the ban on communicating on certain products, stricter restrictions for certain products, or the possible occurrence of additional taxes. The issues surrounding carbon taxes in different forms were analyzed in detail.

   [E1-ESRS 2 IRO-1-20 (c), ESRS 2 SBM-3-449 (b)]

   1. Mitigation measures on transition risks: from a business point of view, Publicis Groupe participates in sectoral work enabling our various activities to anticipate regulatory changes and be a source of proposals to improve professional practices. The implementation of a proprietary A.L.I.C.E. carbon calculator or participation in AdGreen and Ad Net Zero are illustrations of this:
      • from a regulatory point of view, under the supervision of the Legal Department, various teams monitor international and national regulations in order to anticipate changes concerning us or our clients, to develop our standards, and to call upon external experts where applicable;
      • with regard to possible carbon taxes, the objective is to reduce all sources of carbon emissions without exception, and to work on long-term projects such as that of a Carbon Fund. [ESRS 2 SBM-3-48 (b)]
   1. Risk outlook: these changes are expected in the coming years, but with a low impact in the short term in view of the work undertaken within the Groupe.
   2. Climate for Nature Fund. In 2023, the Publicis Groupe Management Board approved the proposal to join the Climate Fund for Nature, managed by Mirova/Natixis. It is a fund shared with other companies and investors whose objective is to support projects dedicated to the protection and restoration of nature with co-benefits for biodiversity and communities in several countries. A majority of them will take the form of carbon phase-out projects: afforestation, reforestation, restoration of key natural ecosystems, such as mangroves, or natural regeneration, as well as regenerative agriculture and agroforestry projects. The Fund is already supporting an ambitious project to protect primary forests in Peru in partnership with a local NGO and indigenous communities. Various other projects are at an advanced stage of study, including mangrove and land restoration in Latin America, Africa and Southeast Asia.

      This euro 20 million investment will enable the Groupe to receive carbon credits for around fifteen years to offset residual and irreducible carbon emissions.

4.2.1.4   Opportunities related to the fight against climate change [E1-2-25 AR 16 et AR 18]

98% of the Groupe’s Top 100 Clients have defined their SBTi trajectory (public information).

The ecological transition has already been a reality for several years: clients ask their agencies not only to measure the impact of their marketing and communication actions, but also to identify solutions to reduce their carbon footprint. The Groupe supports its clients in their own ecological transformation, establishing partnerships with specialized third parties, including startups, or with expert organizations that can help implement operational changes.

In addition to proprietary tools such as A.L.I.C.E. (see Section 4.3.12.2), climate issues are also an opportunity for innovation in terms of new services to be offered to clients. The Groupe relies on the following levers:

• a specific request in terms of support for clients and their marketing related to their transformation towards more sustainable products, less impactful and adapted to changes in consumer behavior (environmental trade-off criteria, use of the circular economy, privileged proximity, etc.). Consumer expectations are heightened in terms of traceability, transparency and truthfulness;
• the Company’s ability to innovate and help clients reduce their own emissions, particularly those related to their marketing and communication, through adapted solutions, working with partners and suppliers committed and aligned behind these same carbon emissions reduction imperatives to achieve Net Zero. The Publicis approach is collaborative, resulting in various tools or services built with the help of partners and third-party experts.

This strategic shift has been made in recent years, as evidenced by the following examples:

• in France, since 2019, the #NIBI program (No Impact for Big Impact) is a global approach with the training of employees as a prerequisite, starting from the client brief until the final implementation of communication actions, all measured with A.L.I.C.E., by involving suppliers and partners in order to achieve the expected objectives together but with the lowest possible environmental impact. #NIBI invites each business line to rethink its processes, invent new, more efficient approaches and think outside the box. This French program serves as an inspiration for other countries;
• A.L.I.C.E (Advertising Limiting Impacts & Carbon Emissions) is a proprietary carbon calculator created in 2017, used for more than 200 clients in 55 countries to measure the carbon footprint of projects and reduce their environmental impacts. In the United States, the United Kingdom, Poland and Canada, Media teams have integrated A.L.I.C.E. measures into their tools such as Growth.OS, PMX, or Lighthouse. This approach makes it possible to provide clients with a tailor-made proposal, integrating performance and carbon footprint, even if all market players are not yet at the same maturity level. Work is in progress to include the measurement of the use of generative AI. The calculation methodology is provided by Bureau Veritas as an independent expert (Section 4.3.13.2);
• in France, Razorfish (digital agency) launched a solution at the start of 2022 called Razoscan in partnership with Green IT and their EcoIndex algorithm to generate an eco-score of the key journeys of a website, with a score ranging from A to G. The aim is for the agency’s sites to obtain the best ratings, guaranteeing an optimized user experience that consumes less energy. For the past two years, the use of Razoscan has been incorporated into all technological design and manufacturing processes for customer digital experiences, and is used to continuously analyze the environmental footprint of client sites. The objective is to reduce this footprint, to remain at the best level (A or B) without compromising the user experience;

• against this backdrop, the Digital Eco-design Barometer created by Razorfish and Green IT to measure trends in the environmental footprint of websites in France, in its third edition in November 2024, found that the eco-score of CAC 40 corporate websites had not improved further, and that it is falling for the Top 40 French e-commerce sites. Textual AIs and creative AIs were also analyzed, with a clear advantage to textual AIs, which also confirms the importance of the clarity of the first prompt;
• at the same time, Publicis Sapient France launched e-Footprint , the first open-source project to model the impact of manufacturing and energy consumed by complex digital systems. The special feature of this model is that it is used upstream of the project, right from the client’s briefing and the sketch of an initial solution, as modeling helps to choose the best practices for the project. This anticipation makes it possible to obtain orders of magnitude for energy consumption and to assess the environmental impact of digital technology. Taking into account these improvements to be made from the design phase makes it possible to truly eco-design the entire project. e-Footprint was designed with the help of the Boavizta association. This tool is currently presented in Python code with an open source API and is available at https://github.com/publicissapient-france/e-footprint. The tool takes into account the impacts of using a chatbot (online conversation robot) from generative AI. [2 SBM-3-48 (b)]

 ESRS S1  OWN WORKFORCE

Business growth was very strong in 2024. 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 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’s individuality, and on the fight against all forms of discrimination or harassment. This document is still public, and was the basis for the Groupe’s Janus Code of Conduct and Ethics, introduced in the early 2000s. These values are regularly reaffirmed and endorsed by the Chairman of the Groupe, Arthur Sadoun, as well as the members of the Executive Committee and 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; the fight against all forms of forced labor, modern slavery, human trafficking and child labor; and the protection of health and safety.
• in 2009, Publicis Groupe acquired the Women’s Forum for the Economy and Society, illustrating its determination to highlight the strong economic and social contribution of women in society (see Section 4.3.4.1).
• in 2011, the Groupe joined Catalyst in the United States, an NGO specializing in equal opportunity 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. [S1-1-20 (a) to (c)]
• in 2022, Publicis joined OneInThreeWomen , an international initiative mobilizing companies around domestic violence against women: companies are required through this commitment to set up assistance systems or facilitate access to concrete assistance for victims (temporary accommodation, various resources, etc.). They are in place in agencies in the United States and Canada, India, France, Australia and New Zealand, for example. Publicis France is a member of #StOpE (Stop Ordinary Sexism in the Company), the first inter-company initiative to combat so-called “ordinary” sexism in the workplace.

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.

 ESRS G1  BUSINESS CONDUCT AND ETHICS

The role of the administrative, management and supervisory bodies

Publicis Groupe is a company (a French société anonyme) with a Board of Directors with a Chair and Chief Executive Officer who chairs the Board of Directors, as well as the Groupe Executive Committee and  the Management Committee. The functioning of the Company’s governance bodies and operational management bodies are described in Chapter 3 of this document. [G1 ESRS 2 GOV-1-5 (a)]

Publicis Groupe was founded in 1926 on the basis of strong ethical principles, regularly reaffirmed by the Chairman of the Groupe. 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 4.4.2 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.

4.4.1.1   Impacts, risks and opportunities – in brief

4.4.1.2   Impacts related to ethics and business conduct issues

The impacts related to these issues are internal and external. The smooth running of the Company is based on sharing ethical values and behaviors with all employees, and conducting business with both clients and suppliers in accordance with high standards. These elements form the basis of the common culture that is imposed on all employees and allows the Company to grow and gain its clients’ trust. The Janus Code of Conduct and Ethics clearly sets out the principles that apply to everyone in the Company.

4.4.1.3   Risks related to ethics and business conduct issues

There are several types of risks, such as jeopardizing the relationship with customers and loss of confidence in business conduct, whether for employees or all players in the value chain, with a reputational risk. Non-compliance with the Groupe’s ethics rules may result in immediate sanctions, including dismissal. More detailed information is provided in Chapter 2 of this document on the risks of litigation and governmental, legal and arbitration proceedings.

4.4.1.4   Opportunities related to ethics and business conduct issues

Opportunities are essentially based on two aspects: on the one hand, client satisfaction with regard to the behavior of the entities and employees who work alongside them; and on the other hand, the satisfaction of employees who appreciate their working environment and the shared culture. It is therefore a factor that attracts both clients and employees, and it also contributes to customer and employee loyalty. Publicis Groupe has always been very firm on ethical issues, which are deeply rooted in the Company’s values, and accessible to employees and stakeholders alike through the Janus Code of Conduct and Ethics.

Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852

This is a translation into English of the statutory auditor’s report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the convenience of English-speaking users.

This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines on “Limited assurance engagement on the certification of sustainability information and verification of disclosures requirements under Article 8 of Regulation (EU) 2020/852”.

Publicis Groupe SA

Year ended 31 ^st December 2024

To the members of the General Assembly,

This report is issued in our capacity as statutory auditor in charge of the certification of sustainability information of Publicis Groupe. It covers the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, relating to the year ended 31 ^st December 2024 and included in Chapter 4 Sustainability Statement in the Groupe management report.

Pursuant to Article L. 233-28-4 of the French Commercial Code, Publicis Groupe SA is required to include the above mentioned information in a separate section of the Groupe’s management report. This information has been prepared in the context of the first time application of the aforementioned articles, a context characterized by uncertainties regarding the interpretation of the legal texts, the use of significant estimates, the absence of established practices and frameworks in particular for the double-materiality assessment, and an evolving internal control system. It enables to understand the impact of the activity of the Groupe on sustainability matters, as well as the way in which these matters influence the development of the business of the Groupe, its performance and position. Sustainability matters include environmental, social and governance matters.

Pursuant to Article L. 821-54 II of the aforementioned Code, our responsibility is to carry out the procedures necessary to issue a conclusion, expressing limited assurance, on:

• compliance with the sustainability reporting standards adopted pursuant to Article 29 ter of Directive (EU) 2013/34 of the European Parliament and of the Council of 14 December 2022 (hereinafter ESRS for European Sustainability Reporting Standards ) of the process implemented by Publicis Groupe SA to determine the information reported, and compliance with the requirement to consult the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labor Code;
• compliance of the sustainability information included in  Chapter 4 Sustainability Statement of the Groupe management report with the requirements of article L.  233-28-4 of the French Commercial Code, including the ESRS; and
• compliance with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852.

This engagement is carried out in compliance with the ethical rules, including independence, and quality control rules prescribed by the French Commercial Code.

It is also governed by the H2A guidelines on “ Limited assurance engagement on the certification of sustainability information and verification of disclosures requirements set out in Article 8 of Regulation (EU) 2020/852 ”.

In the three separate parts of the report that follow, we present, for each of the parts of our engagement, the nature of the procedures that we carried out, the conclusions that we drew from these procedures and, in support of these conclusions, the elements that to which we paid particular attention and the procedures that we carried out with regard to these elements. We draw your attention to the fact that we do not express a conclusion on any of these elements taken in isolation and that the procedures described should be considered in the overall context of the formation of the conclusions issued in respect of each of the three parts of our engagement.

Finally, where deemed necessary to draw your attention to one or more disclosures of sustainability information provided by Publicis Groupe SA in the Groupe management report, we have included an emphasis of matter paragraph hereafter.

Limits of our engagement

As the purpose of our engagement is to provide limited assurance, the nature (choice of techniques), extent (scope) and timing of the procedures are less than those required to obtain reasonable assurance.

Furthermore, this engagement does not provide guarantee regarding the viability or the quality of the management of Publicis Groupe SA, in particular it does not provide an assessment, of the relevance of the choices made by Publicis Groupe SA in terms of action plans, targets, policies, scenario analyses and transition plans, which would go beyond compliance with the ESRS reporting requirements.

It does, however, allow us to express conclusions regarding the entity’s process for determining the sustainability information to be reported, the sustainability information itself, and the information reported pursuant to Article 8 of Regulation (EU) 2020/852, as to the absence of identification or, on the contrary, the identification of errors, omissions or inconsistencies of such importance that they would be likely to influence the decisions that readers of the information subject to this engagement might make.

Our engagement does not cover any comparative information.

Compliance with the ESRS of the process implemented by Publicis Groupe SA to determine the information reported, and compliance with the requirement to consult the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the Labor Code

Nature of procedures carried out

Our procedures consisted in verifying that:  

• the process defined and implemented by Publicis Groupe SA has enabled, in accordance with the ESRS, to identify and assess its impacts, risks and opportunities related to sustainability matters, and to identify the material impacts, risks and opportunities, that are disclosed in  Chapter 4 Sustainability Statement of the Groupe management report, and
• the information provided on this process also complies with the ESRS.

We also checked the compliance with the requirement to consult the social and economic committee.

Conclusion of the procedures carried out

On the basis of the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies regarding the compliance of the process implemented by Publicis Groupe SA with the ESRS.

Concerning the consultation of the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labor Code we inform you that we inform you that this provision is not applicable, as Publicis Groupe SA is not required to set up a Social and Economic Committee.

Emphasis of matters

Without qualifying the conclusion expressed above, we draw your attention to the information provided in the Groupe management report in the following sections:

• Point 4.1.2 CSR reporting methodology and process of the Groupe management report concerning:
  • the non-inclusion of the entire financial consolidation perimeter in the sustainability statement: companies accounted for using the equity method have not been included;

• Point 4.1.9 Analysis of Double Materiality – impact and financial relating to the perimeter included in the consideration of the value chain as described;
• Point 4.1.9 Analysis of Double Materiality – impact and financial of the Groupe management report concerning the presentation of impacts, risks and opportunities (IROs) by Publicis Groupe SA.

Elements that received particular attention concerning the identification of impacts, risks and opportunities

The information on the identification of impacts, risks and  opportunities is provided in Section 4.1.9 “Analysis of double  materiality – impact and financial” of the Groupe’s management report.

We reviewed the process implemented by the entity to identify actual or potential impacts (negative or positive), risks and opportunities (“IROs”).

In particular, we assessed the steps taken by the entity to determine its impacts and dependencies, which may be a source of risks or opportunities, including the dialogue implemented, where applicable, with stakeholders.

We also used our professional judgment to assess the acceptability of the exclusions relating to companies accounted for by the equity method, as presented in Section 4.1.2 “CSR reporting methodology and process” of the Groupe management report.

We reviewed the entity’s mapping of identified IROs, including a description of their distribution within the entity’s own activities and value chain, as well as their time horizon (short, medium or long term), and assessed the consistency of this mapping with our knowledge of the entity and, where applicable, with the risk analyses carried out by the entities of the Group.

We:

• assessed the way in which the entity has considered the list of sustainability topics enumerated by ESRS 1 (AR 16) in its analysis;
• assessed the consistency of the actual and potential impacts, risks and opportunities identified by the entity with available sector analyses;
• assessed the consistency of the actual and potential impacts, risks and opportunities identified by the entity, particularly those that are specific to it, as not covered or insufficiently covered by ESRS standards, with our knowledge of the entity;
• assessed how the entity has taken into account the different time horizons, particularly with regard to climate issues;
• assessed whether the entity has taken into account the risks and opportunities that may arise from both past and future events as a result of its own activities or business relationships, including actions taken to manage certain impacts or risks;
• assessed whether the entity has taken account of its dependence on natural, human and/or social resources in identifying risks and opportunities.

Compliance of the sustainability information included in Chapter 4 Sustainability Statement of the Groupe management report with the requirements of Article L.233-28-4 of the French Commercial Code, including the ESRS

Nature of procedures carried out

Our procedures consisted in verifying that, in accordance with legal and regulatory requirements, including the ESRS:

• the disclosures provided enable to understand the general basis for the preparation and governance of the  sustainability information included in Chapter 4 Sustainability Statement of the Groupe management report, including the basis for determining the information relating to the value chain and the exemptions from disclosures used;
• the presentation of this information ensures its readability and understandability;
• the scope chosen by Publicis Groupe SA for providing this information is appropriate; and
• on the basis of a selection, based on our analysis of the risks of non-compliance of the information provided and the expectations of users, this information does not contain any material errors, omissions or inconsistencies, i.e. that are likely to influence the judgment or decisions of users of this information.

Conclusion of the procedures carried out

Based on the procedures we have carried out and subject to the qualifications described below, we have not identified any material errors, omissions or inconsistencies regarding the compliance of the sustainability information included in  Chapter 4 Sustainability Statement of the Groupe management report, with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS.

At the date of issue of this report (February 3, 2025), the sections of the URD to which Chapter 4 “Sustainability status” refers are in the process of being finalized. Consequently, we are not in a position to comment on the compliance with ESRS publication requirements of the items described in the following points of “Chapter 4 Sustainability statement” relating to the:

• strategy and business model;
• corporate governance;
• ESG risk management and mapping, and internal control;
• integration of sustainability issues into remuneration;
• compensation and equal pay – equity ratio.

Emphasis of matters

Without qualifying the conclusion expressed above, we draw your attention to the information provided in the Groupe management report:

• omitted data points or publication requirements are specified at the end of each section of the sustainability statement,
• the perimeters used to calculate the indicators linked to the “Decent wages” and “Equal pay for women and men” publication requirements are defined in Section 4.3.8.1 “Compensation and equal pay”,
• as mentioned, the information published in Section 4.2.9 “Natural resources and the circular economy” does not cover all the publication requirements of ESRS E5 “Resource use and the circular economy”.

Elements that received particular attention

Information provided in application of environmental standards (ESRS E1 to E5)

The information published on climate change (ESRS E1) is mentioned in “4.2 Environment: combating climate change” in the Groupe’s management report.

We present below the information to which we have paid particular attention concerning the compliance of this information with the ESRS.

Our work consisted in particular in:

• on the basis of interviews conducted with the management or persons concerned, in particular the management in charge of climate-related issues, we assessed whether the description of policies, actions and targets implemented by the entity covers the following areas: climate change mitigation and renewable energies;
• to assess the appropriateness of the information presented in Sections “4.2.1.3 Risks associated with environmental and climate issues” and “4.2.2 Reducing impacts with the ‘Net Zero Climate’ policy” of the environmental section of the sustainability information included in the Groupe management report, and its overall consistency with our knowledge of the entity.

Concerning the information published in respect of greenhouse gas emissions:

• we reviewed the internal control and risk management procedures implemented by the entity to ensure the conformity of the information published;
• we assessed the consistency of the scope considered for the assessment of the greenhouse gas emissions balance sheet with the scope of the consolidated financial statements, the activities under operational control, and the upstream and downstream value chain;
• we reviewed the greenhouse gas emissions inventory protocol used by the entity to draw up the greenhouse gas emissions balance sheet, and have assessed its application to a selection of emissions categories and sites, for scope 1 and scope 2;
• with regard to Scope 3 emissions, we assessed:
  • the justification for the inclusion and exclusion of the various categories, and the transparency of the information provided in this respect,
  • the information gathering process;

• we assessed the appropriateness of the emission factors used and the related conversion calculations, as well as the calculation and extrapolation assumptions, taking into account the uncertainty inherent in the state of scientific or economic knowledge and in the quality of the external data used;
• we have interviewed management to understand the main changes in business activities during the year that are likely to have an impact on the greenhouse gas emissions balance sheet;
• for physical data (such as energy consumption), we reconciled, on a test basis, the underlying data used to draw up the greenhouse gas emissions balance sheet with the supporting documents;
• we performed analytical procedures;
• we have verified the arithmetical accuracy of the calculations used to establish this information.

Compliance with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852

Nature of procedures carried out

Our procedures consisted in verifying the process implemented by Publicis Groupe SA to determine the eligible and aligned nature of the activities of the entities included in the consolidation.

They also involved verifying the information reported pursuant to Article 8 of Regulation (EU) 2020/852, which involves checking:

• the compliance with the rules applicable to the presentation of this information to ensure that it is readable and understandable;
• on the basis of a selection, the absence of material errors, omissions or inconsistencies in the information provided, i.e. information likely to influence the judgment or decisions of users of this information.

Conclusion of the procedures carried out

Based on the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies relating to compliance with the requirements of Article 8 of Regulation (EU) 2020/852.

February 3 ^rd , 2025

The statutory auditor
French original signed by

Grant Thornton
The French Member Firm of Grant Thornton International

Vincent Frambourt
Partner

In accordance with law No. 2017-399 of March 27, 2017 on the duty of care required for parent companies and contracting companies, transposed in article L. 225-102-4 of the French Commercial Code, Publicis Groupe has drafted and implemented a plan comprising duty of care measures for the identification of risks and prevention of serious infringements in the areas of human rights and fundamental freedoms, health, personal safety and the environment resulting from the Company’s activities and those of the companies it directly or indirectly controls, as well as the activities of subcontractors or suppliers.

This plan includes:

• a mapping of risks for their identification, analysis and prioritization;
• procedures for assessment of the situation of subsidiaries, subcontractors or suppliers with which the Groupe has an established business relationship, with regard to risk mapping;
• appropriate actions to mitigate risks or prevent serious harm, where applicable;
• a mechanism for alerting and collecting alerts relating to the existence or occurrence of risks;
• a system for monitoring the measures implemented and assessing their effectiveness.

At the operational level, a Steering Committee dedicated to the Duty of Care Plan was set up in 2017. It is composed of members representing the Internal Audit, Risk Management and Internal Control Department, the CSR Department, the Purchasing Department, the Human Resources Department and the Legal Department. This Committee reports to the Groupe’s Secretary General. The Steering Committee meets annually, and topical working sessions are organized in smaller committees.

At the Board level, the Strategic, Environmental and Social Committee ensures compliance with the Company’s Duty of Care obligations, pursuant to article 11 of the Board’s internal rules and regulations. As such, it reviews the Groupe’s Duty of Care Plan at least once a year and is informed of the actions implemented. Committee members are regularly made aware of regulatory changes in Duty of Care, particularly in Europe.

The mapping of the Duty of Care risks and the progress of the actions implemented under the Duty of Care Plan were presented to the Strategic, Environmental and Social Committee and the Board of Directors in September 2024.

The Duty of Care Plan covers all the activities of Publicis Groupe and its subsidiaries, as well as those of its subcontractors and suppliers with which it has an established commercial relationship.

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

1. The 2024 checkpoint was reached at 44.2%, and exceeded at 45.8% on a scope excluding the United States. The evolution of the case law of the Supreme Court of the United States (June 2023), included in the terms of the Executive Order of January 2025, makes this criterion uncertain or even illegal.
2. In 2024, the share of renewable energy increased from 65.2% to 75% by including offices in the United States where the transition to renewable energy sources is blocked and can only be achieved through the establishment of long-term contracts. (see Section 4.2.4).

/ TCFD (Task Force on Climate-related Financial Disclosures)

/ Disclosure Requirement for the data points provided for in the ESRS 2 and topical ESRS, required by other legislative acts of the European Union (Mandatory table): Annex B [ESRS 2 IRO-2-56]

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 10.8 “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.”

Global economic growth in 2024 came in at +2.7%, a level which was broadly stable with the previous year. This outcome was largely due to a better performance from the US (+2.8%), which grew twice as fast as expected, and despite disappointment from China (+4.8%) and continued stagnation in Europe (+0.9%). Inflation fell by a lesser extent than in 2023 but remained at levels that are considered high. By geography, the gap between the performance of the US (+2.8%) and Europe (+0.9%) remained considerable, while China (+4.8%) slowed slightly due to its ongoing real estate crisis and weak domestic demand. The year exposed the growing divergences between the world’s major economies and was also marked by a slowdown in international trade, which grew at a slower pace than global GDP. The US benefited from its healthy level of consumer spending and labor market, yet its deficit widened to 6.4% of the nation’s GDP. Europe grappled with climate and environmental challenges, which affected its ability to be competitive. China tried to boost its economy and overhaul its economic model by encouraging domestic consumption. While central banks adopted restrictive monetary policies over the previous two years, 2024 saw a shift in all countries to stimulate the economy by cutting key interest rates. This also encouraged a positive trend, which continues to benefit the stock markets, and particularly Wall Street. Commodity prices remained broadly stable with only a sharp rise from precious metals, while agricultural goods fell.

In the US , growth is estimated at +2.8% for 2024, which was well ahead of the +1.3% forecast made one year prior and despite an uncertain global context. The first half of the year saw growth reaching almost +3%, before easing in the second half to +2.4% in the fourth quarter. The striking resilience of the US economy is mainly due to its strength of consumer spending, which accounts for 70% of the nation’s GDP, as well as its monetary policy and stock market environment. Household consumption benefited from both a buoyant job market and from disinflation, which boosted household purchasing power. The level of job creation remained strong throughout the year, despite a slight weakening at the end of the period. Unemployment rose slightly but remained low at 3.8%. Inflation, which increased 3.5% year-on-year in March 2024, continued to fall until October (2.4%), before rising slightly to reach 2.7% in November. Despite previous years being marked by a tightening of monetary conditions, a continued disinflation enabled the Fed to begin a cycle of rate cuts starting in September. The lowering of rates sent a positive signal because, even if their level remained high, the certainty that they will continue to ease served as an engine for economic growth, reflected in household consumption and business investment. Additionally helped by Donald Trump’s success in the presidential election, share prices on Wall Street also saw a boost and ended 2024 with gains of over 20% for the second year running, acting as a clear stimulus for the US economy. Public spending remained at a high level with the public deficit rising to 6.4% of GDP, up from 6.2% in 2023. Business investment was less dynamic, as the effects of the Inflation Reduction Act came to an end. Business investment was less dynamic, as the effects of the Inflation Reduction Act came to an end. The US external deficit rose to 3.5% of GDP, as imports increased by over 5%, while exports grew by only 3.3%.

The economy of the eurozone maintained its stagnation and grew by just 0.9%, slightly ahead of expectations. Growth reached around 0.5%-0.6% in the first half of the year and picked up in the second half to 1%. A mixed performance was seen across the different eurozone countries. Southern European countries such as Spain (+3%) and to a lesser extent Portugal (+1.7%) benefited from a rebound in tourism and stronger domestic demand. By contrast, Germany stagnated (-0.1%), as did Italy (+0.5%) due to major decarbonization challenges, as well as a shrinking foreign demand for capital goods. France held up better at +1.1% thanks to consumption, but its public deficit increased to the high level of 6.4%. Inflation in the eurozone continued to fall, dropping from 2.9% in December 2023 to 2.4% in December 2024, which allowed the European Central Bank to cut rates four times between June and December. The main refinancing rate stood at 3%, compared with 4% a year ago. This significant reduction in financing costs provided a slight stimulus to the economy via lower bank financing costs, which should continue in 2025. Political uncertainty in France (elections and government instability) and Germany (failure of the current coalition and new elections in February 2025), as well as the continued war in Ukraine, additionally contributed to a slowdown in the eurozone economy.

In 2024, the growth of GDP in the UK was expected to be very close to the +0.9% attained by the eurozone, which represents a solid performance compared to expectations a year ago at 0.4%. Growth was steady throughout the year, moving from +0.3% in the first quarter to +1.6% in the fourth. This performance was achieved thanks to a buoyant level of consumption, stimulated by disinflation and a robust labor market with a low unemployment rate of 4.3%. As in Europe, inflation in the UK fell to 2.5% by the end of the year, enabling the Bank of England to cut rates from 5.25% to 4.5%. Inflation, excluding volatile variables, remained relatively high at 3.7%. The public deficit was high at 6% of GDP.

China’s economy grew by +4.8% in 2024, below the government’s target of 5% and the growth rate that was seen before the Covid-19 pandemic. The crisis in the real estate sector persisted and remained a major drag on growth. Weak consumer confidence also weighed on consumption, while exports declined due to sluggish global demand and import restrictions imposed by certain countries. Inflation fell sharply to below 1%, to the point where the risk of deflation seemed to re-emerge. As a result of this decline in growth, which is leading to high youth unemployment, the government launched a 10,000-billion-yuan stimulus package, targeting infrastructure, technology and local debt reduction. The People’s Bank of China lowered its key interest rates to 2.5%, with no significant effect for the time being.

Despite geopolitical tensions and the war in the Middle East, oil prices rose at the start of the year, before falling steadily and ending up not far from the lowest prices at the end of 2024. Global demand was affected by a weak demand from Europe and China, OPEC struggled to maintain its production cuts and the US is set to increase drilling under the new presidency of Donald Trump. Commodity prices rose slightly, while precious metals saw a sharp increase and agricultural goods fell significantly.

Despite macroeconomic uncertainty, the advertising marketing continued to grow in 2024. According to Zenith’s forecasts in December 2024, global advertising spend grew an estimated 8% in the year to reach USD 947 billion, marking an acceleration following 5% growth in 2023 and 6% growth in 2022.

Despite an uncertain macroeconomic environment, the advertising market continued to grow in 2024. According to Zenith’s December 2024 forecasts, global advertising spend grew 8% in the year, to reach USD 947 billion, accelerating after growth of 5% in 2023 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 achieve another record year by becoming the world’s leading communication group in 2024.

The Groupe’s net revenue amounted to euro 13,965 million, compared to euro 13,099 million in 2023, up +6.6% on a reported basis and +5.8% on an organic basis.

The operating margin was euro 2,519 million, up 6.6%, resulting in an operating margin rate of 18.0%, maintained at the same record level as in 2023.

The Groupe’s net income was euro 1,660 million in 2024, up 26.5% compared to 2023.

Headline net income (as defined in Note 11 of the consolidated financial statements) amounted to euro 1,851 million, compared to euro 1,767 million in 2023. Headline diluted earnings per share was euro 7.30, up 4.9% compared to 2023.

As of December 31, 2024, the balance sheet showed a net cash position of euro 775 million, compared to net cash of euro 909 million as of December 31, 2023. The Groupe’s average net financial debt for the year was euro 585 million, compared to euro 432 million in 2023.

The dividend that will be proposed to the General Shareholders’ Meeting on May 27, 2025, is euro 3.60 per share. Based on headline diluted earnings per share, this represents a payout ratio of 49.3% in line with the dividend payout policy, which ranges between 45% and 50%. Subject to the approval by the General Shareholders’ Meeting, the dividend will be paid on July 3, 2025, 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.

1. Net of disposals.

Organic growth was +5.8% in 2024.

Organic growth for each quarter in 2024 was:

• first quarter : +5.3% ;
• second quarter : +5.6% ;
• third quarter : +5.8% ;
• fourth quarter : +6.3%.

Publicis Groupe’s net revenue for the full year 2024 was euro 13,965 million, up +6.6% compared to euro 13,099 million in 2023. Exchange rate variations over the financial year had a negative impact of euro 39 million, and acquisitions (net of disposals) had a positive impact of euro 152 million.

Organic growth was +5.8% in 2024 compared to 2023.

/ Breakdown of 2024 net revenue by region

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

In North America , net revenue was up +5.1% organically in 2024. The region grew +6.6% on a reported basis, which includes a slight negative impact of the US dollar to euro exchange rate and the contribution of acquisitions completed over the year. The US , the Groupe’s largest geography and where its model is the most advanced, posted a solid +4.9% organically, fueled by both strong Connected Media and Intelligent Creativity.

Net revenue in Europe grew +5.4% on an organic basis and +6.7% on a reported basis, on top of three years at double-digit organic growth. It includes +1.1% organic growth in the UK, +4.2% in France, +3.8% in Germany and +18.8% in Central & Eastern Europe.

Asia-Pacific saw its net revenue grow by +6.3% organically and +5.4% on a reported basis. China posted +6.4% organic growth despite difficult macroeconomic conditions throughout the year.

The Middle East & Africa region was up +7.4% organically and +6.8% on a reported basis.

In Latin America , organic growth was at +22.9% and reported growth at +9.7%.

Net cash flow from operating activities resulted in a surplus of euro 2,301 million in 2024, compared with a surplus of euro 2,048 million in 2023. Taxes paid amounted to euro 655 million in 2024, up euro million compared to euro 669 million in 2023. Change in working capital was negative at euro 161 million compared with euro 9 million negative change as well in 2023.

Net cash flow from investing activities includes acquisitions and disposals of tangible and intangible fixed assets, net acquisitions of financial assets and acquisitions and disposals of subsidiaries. Net cash used in investing activities amounted to euro 1,116 million in 2024, after euro 348 million use in 2023. Net investment (of disposals) in the acquisition of subsidiaries amounted to euro 915 million, notably including the acquisitions of Mars, Influential and Spinnaker, as well as euro 67 million related to earn-out payments, compared to euro 183 million in 2023 (which included in particular the acquisitions of Practia and Corra as well as euro 71 million related to earn-out payments). Net investments in property, plant and equipment and intangible assets amounted to euro 235 million, up by euro 57 million compared to euro 178 million for 2023.

Net cash flow from financing activities generated an outflow of euro 2,007 million in 2024 compared with an utilization of euro 1,755 million for the previous year. The outflow is mainly related to the dividends paid to the shareholders of the parent company for euro 853 million compared to euro 726 million in 2023. The loan repayments amounted to euro 603 million in 2024 (mainly related to the Eurobond 2024 repaid in December), compared with euro 502 million in 2023 (Eurobond 2023). The (net) repurchase of treasury shares generated a cash outflow of euro 148 million (compared with a cash outflow of euro 189 million in 2023), mainly linked to the share buyback program related to 1,031,711 treasury shares, which took place in the first quarter for a total amount of euro 99 million; as well as the acquisition of 450,000 treasury shares from two shareholders for euro 44 million. Repayments of lease liabilities and related interest amounted to euro 453 million in 2024, compared to euro 423 million in 2023. Net interest received amounted to euro 69 million in 2024, after euro 93 million received last year.

Overall, the Groupe’s cash position net of bank credit balances decreased by euro 606 million in 2024 compared with a decrease of euro 366 million in the previous year.

Including the short-term credit lines, the Groupe’s available liquidity amounted to euro 5,644 million as of December 31, 2024, compared with euro 6,250 million as of December 31, 2023. As a reminder, a new Revolving Credit Facility for euro 2,000 million was implemented in July 2024, which cancels and replaces the confirmed credit line of euro 1,579 million.

Free cash flow

The table below shows the calculation of the Groupe’s free cash flow:

The reported Groupe’s free cash flow , before change in working capital requirements, was euro 1,838 million in 2024. In 2023, it included non-recurring cash outflows related to taxes paid (euro 110 million) and the Rosetta settlement (euro 148 million).

Income tax paid amounted to euros 655 million in 2024, compared to euro 669 million in 2023. In January 2023, the Groupe made an additional payment of euro 110 million related to the 2022 fiscal year, reflecting the implementation of the Tax Cuts and Jobs Act (TCJA) in the US. However, this impact was largely offset by an increase in tax paid in 2024, notably linked to the increase in profit before tax, adjustments to the tax charge paid in 2023 and an increase in withholding taxes.

Repayment of lease liabilities and related interests amounted to euro 453 million in 2024, up by euro 30 million from euro 423 million in 2023.

Net financial interests generated an income of euro 69 million in 2024, compared to a net income of euro 93 million in 2023.

Net investments in fixed assets amounted to euro 235 million, up by euro 57 million compared to euro 178 million in 2023, reflecting the increased investments in the Groupe’s platforms and cloud infrastructure, company-wide ERP deployment, as well as expenses related to new leases.

Operating income totaled euro 150 million in 2024, compared with euro 87 million in 2023. It includes rental income on real estate and fees for services contracted by the Groupe’s subsidiaries for euro 40 million (compared to euro 29 million in 2023) and pass-through revenue and other income for euro 110 million (compared to euro 58 million in 2023). The majority of these items have no impact on the Company’s income, as they are offset by operating expenses.

Operating expenses amounted to euro 146 million in 2024, compared with euro 80 million in the previous year.

As a result, operating income is a profit of euro 4 million in 2024, versus euro 7 million profit in 2023.

Financial income amounted to euro 2,008 million in 2024, compared with euro 916 million the previous year. This sharp increase is due to dividends received from subsidiaries in 2024 for a total amount of euro 2,003 million versus euro 912 million in 2023.

Financial expenses totaled euro 129 million in 2024, compared to euro 135 million the previous year. This change is due to the decrease of depreciation & amortization that included a depreciation of long-term equity investments for euro 25 million in 2023.

Pre - tax profit was a positive euro 1,883 million for 2024, compared to euro 788 million in the previous financial year.

The exceptional result amounted to euro 4 million in 2024. The exceptional result was not significant in 2023.

After inclusion of a euro 9 million income tax credit (vs. euro 12 million in 2023), resulting from the tax consolidation in France, the net income of Publicis Groupe SA, the Groupe’s parent company, was a profit of euro 1,895 million as of December 31, 2024, compared to euro 800 million as of December 31, 2023.

/ Information on client payment terms referred to in article D. 441-6 of the French Commercial Code

/ Information on supplier payment terms referred to in article D. 441-6 of the French Commercial Code

Information on acquisitions and disposals by the Company of its own shares

The liquidity contract with Exane has been in force since September 12,2022.

Under the liquidity contract, the Company acquired 1,194,857 shares in 2024 at an average price of euro 97.23, and sold 1,168,186 shares at an average price of euro 97.65.

The trading fees and other expenses incurred by the Company during the 2024 financial year for transactions executed pursuant to the share buyback program, authorized by the 18 ^th resolution of the General Shareholders’ Meeting on May 31, 2023, and then by the 15 ^th  resolution of the General Shareholders’ Meeting in May 29, 2024, amounted to euro 80,000.

/ Summary table of transactions by the Company in Publicis Groupe shares in 2024

At December 31, 2024, Publicis Groupe SA owned 3,572,113 shares with a par value of euro 0.40, representing 1.40% of its own share capital, for an overall cost price of euro 299,950,976 and an average price per share of euro 83.97.

These shares are broken down into 48,000 shares held under the liquidity contract and 3,524,113 shares allocated to free share plans.

Allocation of 2024 net income and setting the dividend

The General Shareholders’ Meeting called to approve the 2024 financial statements on May 27, 2025, will be asked to allocate distributable earnings, which consist of:

• net income for the 2024 financial year: euro 1,895,446,122.09;
• minus allocation to the statutory reserve ⁽¹⁾ ;
• plus earnings brought forward at December 31, 2024 : euro 11,289,390.60;
• total of distributable earnings: euro 1,906,735,512.69.

I.e. a total of euro 915,522,696 distributed to shareholders (based on a dividend of euro 3.60 per share and 254,311,860 shares, including treasury shares, as of December 31, 2024).

1. Number of shares receiving dividends, after deducting treasury shares, except for the 2024 distribution, which includes treasury shares existing as of December 31, 2024.
2. Submitted to vote during the General Shareholders’ Meeting of May 27, 2025.

As part of the Sprint to the Future plan, the Groupe committed to a payout ratio of around 45% . This resulted in a dividend of euro 2.12 per share for 2018, an increase of 6% and representing 44.9% of headline diluted EPS. In respect of 2020, the Groupe paid a dividend of euro 2.00 per share, i.e. a payout ratio of 46.8%,

On the occasion of its annual results for 2021, the Groupe proposed to increase its dividend payout ratio, which will be between 45% and 50% . Accordingly, the Groupe paid a dividend of euro 2.40 per share for 2021 and then euro 2.90 per share for 2022, corresponding to payout ratios of 47.8% and 45.7% respectively of headline diluted earnings per share. For 2023, the Groupe paid a dividend of euro 3.40 per share corresponding to a payout ratio of 48.9% of headline diluted earnings per share.

For 2024, the Groupe will propose a dividend of euro 3.60 per share to its shareholders at the General Shareholders’ Meeting of May 27, 2025. This dividend corresponds to a payout ratio of 49.3% of headline diluted earnings per share.

For individuals residing in France, the dividend is subject to income tax at either a flat rate or a progressive tax scale, at the taxpayer's option.

If the taxpayer does not opt for the progressive income tax scale, the dividend is subject, at the time of payment, to social security withholdings of 17.2% and a non-discharging flat-rate income tax installment of 12.8%. This withholding tax is applied at the source and calculated on the gross dividend amount.

In the event of a global and irrevocable option by the taxpayer for the progressive income tax scale, this dividend is fully eligible for the 40% allowance provided for in Article 158.3.2° of the French General Tax Code.

1. The amount of the legal reserve has reached the threshold of 10% of the share capital.

The trends set out below do not constitute profit forecasts or estimates within the meaning of European regulation no. 809/2004 of April 29, 2004, as amended, implementing directive 2003/71/00 of the European Parliament and of the Council of November 4, 2003.

The Groupe announced its 2025 outlook during its full year results presentation on February 4, 2025. This outlook was confirmed with the publication of net revenue for the first quarter of 2025 on April 15, 2025.

Despite ongoing macroeconomic challenges, the Groupe is confident in its ability to continue outperforming the industry on organic growth and financial ratios in 2025.

Thanks to several material account wins in the first quarter, the Groupe expects to offset the potential impact of the uncertain macro environment and is well on track to deliver its +4% to +5% organic growth guidance for the full year of 2025 .

With Q2 2025 organic growth expected within the +4% to +5% full year organic growth guidance range, the Groupe’s performance should be well balanced between the first and second half of the year.

The Groupe expects its industry-high financial ratios to reach new record highs in 2025, including:

• Operating margin rate at slightly above 18% as the Groupe maintains its pace of investment in its AI plan and continues to upgrade its talent bench
• Free cash flow , before change in working capital requirements, between euro 1.9 to 2 billion.

1. Net revenue: revenue less pass-through costs. Those costs are mainly production & media costs and out-of-pocket expenses. As these are items that can be passed on to clients and are not included in the scope of analysis of transactions, the net revenue indicator is the most appropriate for measuring the Groupe’s operational performance.

Publicis Groupe SA (the “Company”) is a French limited liability Company ( société anonyme ) with a Board of Directors, governed by Articles L. 225-17 to L. 225-56 of the French Commercial Code. The headquarters is located at 133, avenue des Champs-Élysées, 75008 Paris, France.

The Company’s consolidated financial statements include the Company and its subsidiaries (collectively referred to as “the Groupe”). The Groupe operates across the entire marketing and communications value chain, from strategic consulting to execution. The Groupe’s strategy is to be its clients’ preferred partner thanks to an integrated approach enabling them to increase their market share and accelerate their development in a new era of commerce.

Note 1       Accounting policies and methods

Pursuant to Regulation (EC) 1606/2002 of July 19, 2002, the Groupe’s 2024 consolidated financial statements were prepared in accordance with the IAS/IFRS international accounting standards approved by the European Union as of the closing date and that were mandatory at that date.

The 2024 consolidated financial statements and the accompanying notes were approved by the Board of Directors at its February 3, 2025 meeting. They will be submitted for approval by the shareholders at the General Shareholders’ Meeting on May 27, 2025.

1.1       New applicable standards and interpretations

Compliance with IFRS standards as adopted by the European Union and IFRS standards published by the IASB

The accounting principles applied to prepare the annual consolidated financial statements for the financial year ended December 31, 2024 comply with the IFRS standards and IFRIC interpretations as adopted by the European Union as of December 31, 2024.

For the periods presented, the standards and interpretations adopted by the European Union are aligned with those published by the International Accounting Standards Board (IASB), except for texts currently being endorsed, which have no impact on the Groupe’s financial statements. Thus, the Groupe’s financial statements comply with both IFRS standards adopted by the European Union and those endorsed by the IASB.

Application of new standards and interpretations

The Groupe’s application of the new standards and interpretations adopted by the European Union during financial year 2024 or whose application is mandatory no later than December 31, 2024 has no material impact on the Groupe’s financial statements and concerns:

• the amendments to IAS 1 - Classification of liabilities as current or non-current;
• the amendments to IFRS 16 - Lease liability in a sale and leaseback;
• the amendments to IAS 7 and IFRS 7 - Supplier finance arrangements;

Future changes in accounting standards

The following new standards, amendments to standards and interpretations have been published and are not mandatory as of December 31, 2024. The Groupe does not apply them in advance:

• the amendments to IAS 21 - Lack of exchangeability (published by the IASB on August 15, 2023, applicable to financial years beginning on January 1, 2025);
• the amendments to IFRS 9 and IFRS 7 - Classification and measurement of financial Instruments (published by the IASB on May 30, 2024, applicable to financial years beginning on January 1, 2026 subject to approval by the European Union);
• IFRS - Targeted amendments to IFRS (annual improvements), applicable to financial years beginning on January 1, 2026 (subject to approval by the European Union);
• IFRS 18 - Presentation and disclosures in the financial statements (published by the IASB on April 9, 2024, applicable to financial years beginning on January 1, 2027 subject to approval by the European Union);
• IFRS 19 - Subsidiaries without public accountability (published by the IASB on May 9, 2024, applicable to financial years beginning on January 1, 2027 subject to approval by the European Union).

The Groupe does not expect that the adoption of the aforementioned IFRS standards will have a major impact on  the financial statements of future periods, except for IFRS 18, whose potential impact is currently being evaluated.

1.2       Consolidation principles and policies

Functional and reporting currency of the consolidated financial statements

The consolidated financial statements are presented in euros, which is the Company’s functional currency. Amounts are rounded to the nearest million euros, unless otherwise indicated.

Investments in subsidiaries

A subsidiary is an entity controlled by the Groupe. Control is exercised when the Groupe is exposed or entitled to the variable returns and provided that it can exercise its power to influence such returns.

Subsidiaries are consolidated as of the time that the Groupe obtains control until the date on which control is transferred to an entity outside the Groupe.

Intra-group balances and transactions arising from transactions between consolidated subsidiaries are eliminated. Similarly, intercompany gains or losses on sales, internal dividends and provisions relating to subsidiaries are eliminated from consolidated results, except in the case of impairment loss.

Investments in equity-accounted investees

The Groupe’s interests in equity-accounted investees includes both joint ventures and associates.

A joint venture is a partnership giving the Groupe joint control, under which it has rights to the net assets of the partnership, rather than rights to its assets and obligations for its liabilities.

An associate company is an entity in which the Groupe has significant influence over financial and operating policies without having control or joint control. This situation is generally coupled with a shareholding of between 20% and 50% of voting rights.

The Groupe’s interests in a joint venture or associate company are accounted for using the equity method. They are recognized in the balance sheet at acquisition cost, which includes transaction costs. After initial recognition, the Groupe’s financial statements include the Groupe’s share in the overall income of the equity-accounted investee, until the date on which joint control or significant influence ends. The Groupe’s investment includes the amount of any goodwill, which is treated in accordance with the accounting policy presented in Section 1.3 below.

Gains arising from transactions with equity-accounted investee are eliminated through the offsetting entry for share of profit of equity-accounted investees to the extent of the Groupe’s interest in the investee. Losses are eliminated in the same way as gains, but only to the extent that they do not represent an impairment loss.

The income statement reflects the Groupe’s share of the joint venture or associate’s net income after taxes for the period.

Foreign currency transactions

Transactions in foreign currencies are recognized at the exchange rate applicable on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate applicable at the reporting date. All differences arising are recognized in the income statement, except for differences on loans and borrowings that, in substance, form part of the net investment in a foreign entity. These differences are recognized in equity until such time as the net investment is disposed of, at which time they are recorded in the income statement.

Translation of financial statements prepared in foreign currencies

The functional currency of each Groupe entity is the currency of the economic environment in which it operates. The financial statements of subsidiaries located outside the euro zone presented in local currencies are translated into euros, the reporting currency of the consolidated financial statements, in the following manner:

• assets and liabilities are translated at year-end exchange rates;
• the income statement is translated at the average exchange rate over the year;
• translation adjustments resulting from the application of these rates are recognized in “Other comprehensive income items – Consolidation translation adjustments” for the Groupe share, with the remainder being recorded as “Non-controlling interests.”

Goodwill and fair value adjustments of assets and liabilities recognized in the context of the acquisition of a foreign entity are expressed in the functional currency of the acquired company and translated at the exchange rate applying at the reporting date.

Non-controlling interests

Changes in the Groupe’s percentage ownership in a subsidiary that do not result in a loss of control are recognized as equity transactions.

1.3       Accounting principles and methods

Business combinations

Business combinations are accounted for using the acquisition method:

• identifiable assets acquired and liabilities assumed are recognized at their fair value on the acquisition date;
• non-controlling interests in the acquired business are recognized either at fair value or at the proportionate share of recognized identifiable net assets in the acquired business. This option is available on a case-by-case basis for each business combination.

Acquisition costs are recognized as an expense when incurred and are recorded under “Other operating costs” in the consolidated income statement.

Any earn-out commitments on business combinations are recognized at fair value on the acquisition date and on each reporting date. At the end of the allocation period for the acquisition price, which is no later than one year after the acquisition date, any changes in fair value are recorded in income. Within this allocation period, any changes in this fair value explicitly linked to events subsequent to the acquisition date are also recognized in income. Other changes are recognized as an offset to goodwill.

At the acquisition date, goodwill represents the difference between:

• the fair value of the transferred asset, including earn-out commitments, plus the amount of non-controlling interests in the acquired company and, where a business combination occurs in several stages, the fair value at the acquisition date of the interest previously held by the buyer in the acquired company, which is adjusted through income; and
• the net value of identifiable assets acquired, and liabilities assumed at the acquisition date and recorded at fair value.

Although deferred tax assets were not recognized at the acquisition date because their recoverability was uncertain, any subsequent recognition or utilization of these deferred taxes after the allocation period will be recorded as an offset to income ( i.e. with no impact on the amount recorded as goodwill).

Subsequently, goodwill is measured at cost less accumulated impairment losses. Impairment losses are recognized immediately in profit or loss and are irreversible in accordance with IAS 36.

Commitments to buy out non-controlling interests made at the time of a business combination

Pending an IFRIC interpretation or a specific IFRS standard on this matter, the following accounting treatment has been adopted in accordance with currently applicable IFRS standards and the AMF recommendation:

• initially, these commitments are recognized in borrowings at the present value of the buy-out amount, with a corresponding reduction in shareholders’ equity;
• subsequent changes in the value of the commitment (including the effect of discounting) are recognized by adjusting equity as this is a transaction between shareholders.

Step acquisition resulting in control of a previously equity-accounted investee

The step acquisition leads to the consolidation of the subsidiary as of date control is obtained. The previously held equity interest remeasured at fair value and any difference between the fair value and carrying value, if any, is recognized through profit or loss at the time of the acquisition.

Additional interest in subsidiaries

When the Groupe acquires additional interest in a subsidiary while maintaining control, any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognized directly in equity attributable to holders of the Company. The consolidated value of the subsidiary’s identifiable assets and liabilities, including goodwill, remains unchanged.

In the statement of cash flows, the transaction is presented as net cash flows relating to financing activities.

Reduction in interest in a subsidiary without loss of control

In the event of a reduction of the Groupe’s interest in a subsidiary without loss of control, the difference between the fair value of the consideration received and the carrying amount of the non-controlling interest sold is recognized in equity attributable to holders of the Company. The consolidated value of the subsidiary’s identifiable assets and liabilities, including goodwill, remains unchanged.

In the statement of cash flows, the transaction is presented as net cash flows relating to financing activities.

Loss of control

When the Groupe loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Planned disposals

In application of IFRS 5 “Non-current assets held for sale and discontinued operations,” the assets and liabilities of controlled entities held for sale are presented separately on the balance sheet.

Reclassified non-current assets are no longer depreciated from the date on which they are reclassified.

Goodwill

When an acquisition takes place in a single transaction, goodwill is equal to the fair value of the consideration paid (including any earn-out commitments which are recorded at fair value at the acquisition date), plus the value of non-controlling interests. These items are valued for each business combination either at fair value or at the proportionate share of the fair value of the net assets of the acquired business, minus the fair value of assets, liabilities and contingent liabilities identified at the acquisition date.

Goodwill recorded in the balance sheet is subject to impairment tests on at least an annual basis and whenever there is an indication of impairment. Impairment tests are performed for the cash-generating unit(s) to which goodwill has been allocated by comparing the recoverable amount and the carrying amount of the cash-generating unit or Groupe of cash-generating units. The Groupe considers that the cash-generating unit or the Groupe of cash-generating units are mainly the ten key markets in which the Groupe operates: United States, Canada, United Kingdom, France, DACH (Germany, Austria and Switzerland), Asia-Pacific, the Middle East and Africa, Central and Eastern Europe, Western Europe, Latin America.

The recoverable amount of a cash-generating unit is the greater of its fair value (generally its market value), net of disposal costs, and its value in use. Value in use is determined on the basis of discounted future cash flows or using the market multiples approach. Calculations are based on five-year cash flow forecasts, a terminal growth rate for subsequent cash flows and the application of a discount rate to all future flows. The discount rates used reflect the current market assessments of the time value of money and the specific risks to which the cash-generating unit is exposed. In addition, these rates take into account lease liabilities when estimating the debt-to-equity ratio.

If the carrying amount of a cash-generating unit is higher than its recoverable amount, the assets of the cash-generating unit are written down to their recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit(s) and then of the other assets. Impairment on goodwill are not reversed.

Intangible assets

Studies, research and development costs

The Groupe recognizes expenditure for studies and research as expenses attributable to the financial year in which they are incurred. This expenditure primarily relates to the following items: studies and tests relating to advertising campaigns, research programs into consumer behavior and clients’ needs in various areas, and studies and modelling to optimize media buying for the Groupe’s clients.

Development costs incurred on an individual project are capitalized in accordance with the IAS 38 criteria and in particular when probable future economic benefits can reasonably be considered to be certain. Any capitalized expense is amortized over the future period during which the project is expected to generate income.

Other intangible assets

Separately acquired intangible assets are recognized at acquisition cost minus accumulated amortization and impairment loss.

Intangible assets acquired in a business combination are recognized at their fair value at the acquisition date, separately from goodwill, if they are identifiable. The identifiable nature is demonstrated if they meet one of the following two conditions:

• the intangible assets arise from legal or contractual rights; or
• the intangible assets can be separated from the acquired entity.

Intangible assets primarily consist of trade names, client relationships, technologies, e-mail address databases and software. Capitalized software includes both software for internal use and software for commercial use. It is valued at either the acquisition cost (if purchased externally) or the production cost (if developed internally).

Amortization

Intangible assets are amortized on a straight-line basis over their estimated useful life.

The estimated useful lives for the current period and the comparative period are as follows:

• brand: 8 years;
• client relationships: 6 to 16 years;
• technology assets arising from the Groupe’s digital activities: 3 to 7 years;
• email address databases used in direct e-mailing campaigns: 2 years;
• software - ERP: 8 years;
• software - others: 3 years maximum.

Amortization methods, useful lives and residual values are reviewed at each closing date and adjusted if necessary.

The method used to identify any impairment of intangible assets is based on discounted future cash flows. The Groupe uses the royalty savings method for brands, which takes into account the future cash flows that the brand would generate in royalties if a third party were to pay for the use of said brand. For client contracts, the method involves discounting future cash flows generated by the clients. Valuations are carried out by independent appraisers. The parameters used are consistent with those used to measure goodwill.

Property, plant and equipment

Items of property, plant and equipment are measured at acquisition cost minus accumulated depreciation and impairment loss.

If significant parts of an item of property, plant, and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant, and equipment and depreciated distinctly.

Depreciation is calculated under the straight-line method over their estimated useful life. The useful life of property, plant and equipment is generally assumed to be as follows:

• buildings: 20 to 70 years;
• fixtures, fittings and general installations: 10 years;
• office equipment and furniture: 5 to 10 years;
• vehicles: 4 years;
• IT equipment: 2 to 4 years.

When there is an indication of impairment loss, the recoverable amount of the property, plant and equipment or the cash-generating unit(s) to which such assets belong is compared to their carrying amount. Any impairment loss is recorded in profit or loss.

Lease contracts

At inception of a contract, the Groupe assesses whether this contract is, or contains, a lease.

A contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract gives the right to control an identified asset throughout the useful life of the asset, the Groupe determines whether: i) the contract involves the use of an identified asset, ii) the Groupe has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use, and iii) the Groupe has the right to decide how the asset is used.

The Groupe’s leases relate to real estate, outdoor contracts and other assets (vehicles and IT equipment). Real estate contracts concern offices for which the Groupe is lessee. Office lease terms vary from country to country. The outdoor contracts concern advertising space located in public transport (stations, metro, buses) and made available to the Groupe in return for the payment of fees with guaranteed minimums. The terms of outdoor contracts are between 1 and 10 years.

Leases are recognized in the balance sheet at the lease commencement date for the present value of the future payments ( i.e . rent or fixed or substantially fixed fees). These leases are recognized under “Lease liabilities” on the liabilities side, offset by “Right-of-use assets related to leases” on the assets side.

Right-of-use assets are initially measured at cost and are then amortized on a straight-line basis over the term of the contract, which generally corresponds to the contractual term unless the Groupe is reasonably certain to renew or terminate the contract.

Lease obligations are initially measured at the present value of the lease rentals not yet paid at the start of the lease contract and are then measured at amortized cost using the effective interest rate method. The discount rates applied to determine the lease liability are based on the Groupe’s incremental borrowing rate plus a spread to take into account the specific economic environment of each country. These discount rates are determined having regard to the terms of the leases.

When the Groupe enters into a sublease arrangement, if the sublease is classified as a finance lease, the Groupe derecognizes the head lease right-of-use related to the head lease that is transferred to the sublessee and recognizes a net investment in the sublease as a finance lease receivable. Any resulting difference is recognized in profit or loss.

The Groupe recognizes deferred tax assets and liabilities on the lease liability and the right-of-use asset.

Leases of low-value assets or short-term leases are recognized directly as expenses in profit or loss.

When the property is vacant and is no longer intended for use in core business activities, an impairment test is performed on the right-of-use assets. If the net carrying amount of the right-of-use assets is lower than their recoverable value, then an impairment loss is recognized based on the discounted future lease payments less any expected sublease income.

Other financial assets

All investments are initially recognized at fair value, which corresponds either to the price paid or the value of assets given in payment, plus any transaction costs.

After the initial recognition, investments are assessed at fair value as of the reporting date. Gains and losses on investments held for trading are recognized in income. Profits and losses on other financial assets are accounted for either in profit and loss or in other comprehensive income for equity investments.

Other long-term investments held for maturity and whose sole contractual cash flow characteristics are the payment of the principal and interest, such as bonds, are then assessed at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss if they are sold, impaired or amortized.

For investments that are actively traded on organized financial markets, fair value is determined by reference to the published market price at the reporting date. For investments that are not listed on an active market, fair value is determined with reference to the current market price of another substantially similar instrument, or calculated based on the cash flows that are expected from the investment.

Loans and receivables related to equity investments

This category includes financial receivables from equity-accounted investees or unconsolidated companies held by the Groupe.

Impairment is recognized whenever there is an expected credit loss due to the entity financial situation.

Inventories and work-in-progress

This line item mainly includes work-in-progress for the advertising business when the Groupe acts as “Agent.” They correspond to creative and production technical work (graphics, TV, radio, publishing, etc.) that can be directly passed on to the client but has not yet been invoiced. They are recognized based on costs incurred and impaired when their net realizable value is lower than cost. Non-billable work or costs incurred relating to new client development activities are not recognized as assets, except for tendering expenses which may be re-invoiced to the client under the terms of the contract. In order to assess the net realizable value, inventory and work-in-progress are reviewed on a case-by-case basis and written down, if appropriate, on the basis of criteria such as the existence of commercial disputes with the client.

It also includes, to a lesser extent, media inventories bought on own-account and not resold at the end of the reporting period.

Trade receivables

Trade receivables and other operating receivables are initially recognized at their nominal fair value, corresponding to the transaction price of the client contracts.

Credit risked receivables are impaired. Such allowances are determined, on a case-by-case basis, using various criteria such as difficulties in recovering the receivables, the existence of any disputes and claims, or the financial position of the debtor. Impairment of trade receivables also takes into account expected losses on receivables under the simplified approach permitted by IFRS 9.

Due to the nature of the Groupe’s activities, trade receivables are of a short-term nature. Nevertheless, any trade receivables of a long-term nature will be recognized at their discounted value.

Contract assets

Contract assets consist of revenue recorded when a performance obligation has been satisfied but not yet invoiced. Contract assets are transferred to trade receivables when the right to consideration becomes unconditional and the service is invoiced to the client in accordance with the terms of the contract.

Derivative financial instruments

The Groupe uses derivatives such as foreign currency and interest rate hedges to hedge its current or future positions against foreign exchange rate risks or interest rate risks. Derivatives are measured at fair value and changes in fair value are generally recognized in the income statement. The fair value is determined either by reference to observable market prices at the closing date or by the use of valuation models based on market parameters at the closing date. Including counterparty risk in the valuation of derivatives did not have a material impact.

The Groupe designates certain derivatives as hedging instruments to hedge its exposure to the variability of cash flows associated with a highly probable transaction due to changes in exchange rates and interest rates.

Whenever these financial instruments are involved in an arrangement treated as a hedge for accounting purposes, the following should be distinguished:

• fair value hedges, which are used to hedge against changes in the fair value of a recognized asset or liability;
• cash flow hedges, which are used to hedge against exposure to changes in future cash flows.

For fair value hedges related to a recognized asset or liability, all gains and losses resulting from the remeasurement of the hedging instrument at fair value are recognized immediately in the income statement. At the same time, any gain or loss on the hedged item will change the carrying amount of this item as an offset to its effect on the income statement. Changes in the fair value of derivatives that qualify as fair value hedges are recognized in other financial income and expenses, as are changes in the value of the underlying items.

For hedges used to hedge firm or highly probable future commitments and that meet the conditions for recognition as hedge accounting (future cash flow hedge), the portion of gain or loss realized on the hedging instrument deemed to be an effective hedge is recognized in other comprehensive income in “hedging cost reserve.” The ineffective portion is recognized immediately in profit and loss. Gains and losses recognized in other comprehensive income are reported in the income statement for the period in which the hedged risk affects income; for example, when a planned sale actually occurs.

The fair value of derivative instruments is recognized in “other current financial assets” and in “other current financial liabilities.”

Cash and cash equivalents

Cash and cash equivalents include sight deposits, cash, short-term deposits with an initial maturity of less than three months, UCITS and money market funds with a negligible risk of a change in value, i.e. that meet the following criteria: sensitivity to interest rate risk less than or equal to 0.25 and 12-month historical volatility close to zero.

In the statement of cash flows, cash includes cash and cash equivalents as defined above, net of bank overdrafts.

Treasury shares

If the Groupe buys back its own equity instruments, the amount of the consideration paid, including directly attributable costs, is deducted from equity. When treasury shares are sold or put back into circulation, the amount received is recognized as an increase in equity. The positive or negative balance of the transaction is presented in reserves and retained earnings.

Bonds

The bonds are initially recognized at their fair value, which corresponds to the amount of cash received, net of issuance costs.

Subsequent to initial recognition, bonds are recognized at their amortized cost, using the effective interest rate method, which takes into account all issuance costs and any redemption premium or discount.

Provisions

Provisions are funded when:

• the Groupe has a present obligation (legal or constructive) resulting from a past event;
• it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation;
• the amount of the outflow can be estimated reliably. If the effect of the time value of money is material, provisions are discounted to present value. The unwinding of the discount is recognized as finance expense.

Contingent liabilities are not recognized but, if material, are disclosed in the notes, except in the case of business combinations where they constitute identifiable items for recognition.

Provisions for litigation and claims

These provisions concern identified risks related to litigation or claims of any kind: commercial, regulatory, tax (other than income taxes) or labor. The Groupe establishes a provision if it is likely that outflow will be necessary to eliminate this risk and it is possible to reliably estimate the cost related to this risk. In such cases, the amount of the provision (including any related penalties) is determined by the agencies and their experts, under the supervision of the Groupe’s head office teams, on the basis of their best estimate of the probable costs related to the litigation or the claim.

Restructuring provisions

A provision for restructuring is recognized when the Groupe has approved and announced a restructuring plan.

In the context of an acquisition, restructuring plans that do not constitute liabilities for the acquired company on the date of the acquisition are recognized as expenses.

These costs mainly include severance payments, early retirement payments, and the costs of unfulfilled notice periods recognized under personnel costs and, in some cases, as write-downs of property, plant and equipment and other assets.

Vacant property provisions

If a property is vacant and is not intended to be used in the main activity, a provision is recognized based on facility management expenses, taxes and any other costs. This provision does not include lease payments, which are recognized as an impairment of right-of-use assets related to leases.

In the context of business combinations, provisions are also recognized when the acquired company has real estate leases with terms less favorable than those prevailing in the market at the acquisition date.

Pensions and other long-term benefits

The Groupe recognizes obligations relating to pensions and other post-employment benefits based on the type of plan:

• defined contribution plans: the amount of the Groupe’s contribution to the plan is recognized as an expense for the year;
• defined benefit plans: the Groupe’s net obligation in respect of defined benefit plans is calculated separately for each plan using the projected unit credit method. Actuarial gains and losses relating to post-employment plans and arising during the year are recorded directly in other comprehensive income. The effect of the unwinding of discounts on pensions net of the expected return on plan assets is recorded in “Other financial income and expenses.” Various plan administrative expenses are, when directly invoiced to the Groupe, recognized under operating income.

Trade payables

This line item includes all operating payables (including notes payable and accrued supplier invoices) related to the purchase of goods and services including those related to media buying where the Company acts as agent. These payables are generally due within less than one year.

Trade payables are initially recognized at fair value and subsequently at amortized cost, which generally corresponds to their nominal value.

Contract liabilities

Contract liabilities correspond to deferred income. These are considerations received or invoiced to clients for which the Groupe has an obligation to provide goods or services.

Contract liabilities do not include client advances for external costs incurred on behalf of clients and that are directly passed through to the clients when the Groupe acts as “Agent.” Such advances are recorded under “Trade payables.”

Revenue

Groupe revenue mainly stems from creative and production services, direct and digital marketing, CRM (Customer Relationship Management), sales promotion and point of sale marketing, public relations, event management, institutional and financial communication, strategic media planning and media buying as well as digital business transformation consulting. The Groupe has also strengthened its data offering by providing customized platforms solutions and targeted data to clients.

Client contracts are mainly compensated by fees, commissions, cost per thousand, performance-based bonuses and reimbursement of third-party costs incurred on behalf of the clients or a combination of the five.

The fees agreed with clients are for the most part calculated on the basis of an hourly rate plus overheads and a margin.

Commission-based contracts are calculated on the basis of a percentage of the total sum of costs paid to third parties (repaid by the client) to carry out the contract. Commission-based contracts mainly involve: i) media services on the basis of media space bought on behalf of the clients and ii) supervision of productions done by third parties.

Virtually all contracts are short-term, and the Groupe typically has right to payment to the end of the contract or at least for the work performed to date.

The Groupe recognizes revenue when (or as) the control of the promised goods or services (identified as performance obligations) is transferred to the client, in an amount that reflects the consideration to which the Groupe expects to be entitled in exchange for those goods or services.

Performance obligations

For each contract, the promised services (called performance obligations) are distinct only if the client can benefit from the services on its own and if the agency’s promise to transfer these services is separately identifiable from other promises in the contract.

Outside of media services, performance obligations generally correspond to the various compensation set out in the contracts. In creative advertising, the Groupe typically considers two performance obligations, one for creative advisory services and the second for productions, which generally corresponds to the various compensation set out in the contracts.

In media services, the transaction price generally covers strategic media planning services as well as media buying. In these contracts, we consider that these two groups of services are separate and the transaction price is allocated on the basis of the employees assigned to these services.

The services rendered in relation to the customized data platform, from their development to their use, are considered as a single performance obligation. These platforms could not be used by the client without the associated services provided by the Groupe.

Variable considerations of the transaction price

Some contracts include incentives that are subject to qualitative or quantitative performance criteria. These variable components are only included in the transaction price when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

Performance-based incentives are typically only recognized when they are confirmed by the client.

The Groupe also receives volume rebates from suppliers on transactions carried out on behalf of clients. These rebates are either remitted to clients based on contractual terms or local laws, or retained by the Groupe. The portion paid back to clients is recognized under liabilities and the portion retained is typically recognized under revenue when the media is broadcast, if a contract exists with the media vendor and we anticipate exceeding volume criteria.

Notion of “Agent” vs. “Principal”

When third party suppliers are involved in providing services to clients, the Groupe considers that it is acting as “Principal” if at least one of the following criteria is satisfied:

• the agency obtains control of the asset or service before transferring it to the client;
• the agency has the ability to direct the supplier(s);
• the agency incorporates or combines the work of suppliers to deliver the promised goods or services to the client.

The Groupe acts as “Principal” in most of its activities except for media buying services performed on behalf of clients and supervision of productions done by third parties.

With respect to production, the Groupe acts as “Agent” only on contracts for which it only performs production supervision that is wholly done by an external third party. If the agency incorporates or significantly transforms the work done by a third party, the Groupe considers that this involves a single performance obligation for which it acts as “Principal.”

When the Groupe acts as “Principal,” the revenue is recognized for the gross amount invoiced to the client. When the Groupe acts as “Agent,” revenue is recognized net of the costs pass through to clients, which means that revenue recorded is solely comprised of fees or commission.

In any case, travel expenses reimbursed by clients (transport, hotels, meals, etc.) are always recognized in revenue.

Revenue recognition period

Almost all of the Groupe’s revenue is recognized over time because the Groupe’s services benefit the client as they are performed or generate an asset with no alternative use and for which the Groupe is entitled to payment for the work done to date in the event of termination by the client.

For fixed-price projects, revenue is recognized over time on the basis of costs incurred usually based on the hours worked and direct external costs incurred on the project.

For retainer arrangements with a dedicated team, generally involving annual contracts, the Groupe considers that its performance obligation is to be ready at all times to make resources available to our client. In this instance, revenue is recognized on a straight-line basis over the term of the contract.

For commission-based media contracts, we recognize revenue when the media is broadcast.

Revenue related to the sale of data is recognized when control of the data is transferred from the Groupe to the client, i.e. upon delivery.

Contract modifications

On occasion, the client may ask for changes to the scope of the services in the course of the contract. These changes are generally negotiated as new contracts encompassing the additional needs with the related compensation.

The breakdown of revenue

The Groupe supplies a range of integrated communication services for its clients that combine all the Groupe’s areas of expertise. The Groupe enhanced its geographic approach, which best presents the manner in which revenue is affected by economic factors.

The breakdown of revenue by geographic region is similar to previous financial years and is presented in the operating segment information (see Note 31).

Practical expedients adopted

The Groupe decided to apply practical expedients regarding outstanding performance obligations and not to disclose information when the performance obligation is part of a contract that has an original expected duration of one year or less and those for which the Groupe is entitled to payment for the hours worked to date.

The amounts on the remaining performance obligations on other types of contracts than those listed above are not material and are not presented in the notes.

Net revenue

Net revenue is calculated as revenue less pass-through costs.

Whether the Groupe acts as “Agent” or “Principal,” the Groupe incurs third-party costs on behalf of clients, directly re-invoiced to the clients. These costs mainly relate to production and media activities, as well as out-of-pocket expenses (especially travel costs) and are recorded into operational costs. As these items can be re-invoiced to clients, they are not included in the scope of assessment of operations, then the “net revenue” indicator used to measure the Groupe’s operational performance excludes the re-invoicing of such costs.

Share-based compensation

The Publicis stock option and the free share plans for the Company’s executives, employees and consultants are equity-settled share-based plans, for which the Groupe does not provide liquidity.

The fair value of the free shares granted is recognized in personnel costs, with a corresponding increase in equity, over the vesting period of the awards. This value is determined by an independent expert and corresponds to:

• for stock options, generally the Black-Scholes model;
• for free shares, the market price of the share on the grant date, adjusted for the expected loss of dividend during the vesting period.

The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the actual number of awards that meet the service and non-market performance conditions at the vesting date. By way of exception, where the plan includes market conditions, the Monte-Carlo method is used.

Operating margin before depreciation & amortization

The operating margin is equal to revenue after deducting personnel costs, freelancers costs and other operating costs (excluding other non-current income and expenses as defined below).

Operating margin

The operating margin is equal to revenue after deducting personnel costs, freelancers costs, other operating costs (excluding other non-current income and expenses described below) and depreciation and amortization expense (excluding intangibles from acquisitions). The operating margin, which represents operating income expressed as a percentage of net revenue, is an indicator used by the Groupe to measure the performance of cash-generating units and of the Groupe as a whole.

Non-current income and expenses

Other non-current income and expenses include few, well-identified, non-recurring and significant income and expenses. This line item mainly includes gains and losses on the disposal of assets.

Financial result

The financial debt income and expenses mainly include interest income on cash and cash equivalents, interest expenses on loans and bank overdrafts and as well as income and expenses related to debt-related derivatives.

Other financial income and expenses mainly comprise interest expense on lease liabilities, the impact of unwinding discounts on long-term vacant property provisions, pension commitments, and other long-term benefits (net of return on assets), the revaluation of earn-out commitments on acquisitions, changes in the fair value of derivatives (excluding debt-related derivatives), changes in the fair value of financial assets, and foreign exchange gains and losses.

Income tax

Net income for the period is taxed based on the tax laws and regulations in force in the respective countries where the income is reported. Deferred taxes are reported using the balance sheet liability method for temporary differences between the tax value and the carrying amount of assets and liabilities at the reporting date.

Deferred tax assets are recognized for deductible temporary differences, tax loss carryforwards and unused tax credits to the extent that it is probable that there will be taxable income for the period (either from the reversal of the temporary differences or a taxable profit generated by the entity) against which such items can be charged in future years. The time horizon used for the recognition of deferred tax assets related to tax loss carryforwards is three years.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced if it is no longer probable that there will be sufficient taxable income for the period to take advantage of all or part of this deferred tax asset. Deferred tax assets that are unrecognized are measured on every reporting date and recognized if it is likely that they will be usable against future taxable income for the period.

Deferred tax assets and liabilities are measured on the basis of tax rates expected to be applicable in the year in which the asset is realized or the liability settled. The tax rates used are those that have been enacted, or virtually enacted, at the reporting date.

Uncertain income tax liabilities are recognized under current income tax liabilities.

Earnings per share and diluted earnings per share (EPS and diluted EPS)

The basic earnings per share are calculated by dividing the net income for the financial year attributable to ordinary shares by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share are calculated by dividing net income for the financial year attributable to ordinary shares, after cancellation of interest on bonds redeemable for, or convertible into, ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year adjusted to reflect the effect of all potentially dilutive instruments. For the Groupe, the only dilutive instruments are the stock options and warrants outstanding as well as free shares granted.

Stock options

The dilutive effect of these instruments is determined according to the share buyback method (theoretical number of shares that may be purchased at market price, determined on the basis of the average price of the Publicis share over the period, based on the proceeds from the expertise of stock options). Under this method, stock options are considered potentially dilutive if they are “in-the-money” (the exercise price considered including the fair value of services rendered determined in accordance with IFRS 2 “Share based payment”).

Free shares

To calculate the diluted earnings per share, the free shares awarded are considered as having been effectively vested.

In addition to these earnings per share (base and diluted), the Groupe calculates and regularly releases a “current” base and diluted EPS, similar to the one described above, except with respect to the earnings figure used, which excludes:

• impairment losses;
• amortization of intangibles from acquisitions;
• earn-out commitments on acquisitions;
• changes in fair value of financial assets recorded under “Other financial income and expenses”;
• certain specifically designated items of exceptional income and expense generally recorded as “Non-current income and expenses.”

1.4      Principal sources of uncertainty arising from the use of estimates

In preparing these consolidated financial statements, the Groupe has made estimates and judgments. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

The Groupe bases its estimates on past experience and on a series of other assumptions deemed reasonable under the circumstances, to measure the amounts to be used for the Groupe’s assets and liabilities. Actual results may differ from these estimates.

Judgments

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is included in the following notes:

• Note 4 - Revenue and net revenue: determination of performance obligations and of the timing of revenue recognition;
• Note 25 - Term of the lease: determination of the lease terms and in particular whether the Groupe is reasonably certain to exercise the extension and termination options.

Estimates

Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following notes:

• Note 3 - Fair value measurement of assets and liabilities acquired in a business combination;
• Note 7 - Impairment test of non-current assets: determination of the main assumptions;
• Note 10 - Measurement of uncertain tax positions;
• Note 22 - Recognition and calculation of provisions and contingent liabilities: main assumptions concerning the probability and extent of an outflow of resources;
• Note 23 - Measurement of defined benefit obligations and post-employment medical benefits: determination of the main actuarial assumptions;
• Note 25 - Lease contracts: determination of the main assumptions (including the discount rate);
• Note 32 - Fair value measurement of stock options granted under Publicis Groupe SA’s stock option plans.

The Groupe does not expect these sources of uncertainty to be significantly impacted by future macro-economic, technological, social and climate changes. Regarding the latter, the effects of climate change and the climate transition plan described in the sustainability statements do not have a significant impact on the Groupe’s 2024 financial statements.

Note 2       Macro-economic context

In 2024, despite a global economic environment marked by modest growth and persistent economic and geopolitical uncertainties, the performance of the Groupe’s activities remained in line with the growth and margin rates forecast in the business plans. Growing demand for large-scale customization and strategic investments have strengthened the Groupe’s position.

Note 3       Changes to consolidation scope

3.1    Acquisitions in financial year 2024

The main acquisitions of the period are:

• in March 2024, 100% of Spinnaker SCA, a leading services company specializing in the supply chain. Spinnaker SCA offers comprehensive supply chain strategy, planning and execution consulting services. This acquisition will enable Publicis Groupe to expand its expertise and capabilities in this area;
• in July 2024, 100% of The Influential Network Inc., a global influencer marketing group and platform. Its proprietary AI-powered technology platform with more than 100 billion data points, and its network of more than 3.5 million creators including 90% of global influencers with more than 1 million followers, are at the service of more than 300 brands around the world. Publicis Groupe’s understanding of consumers via Epsilon, combined with Influential’s platform, will enable brands to identify creators that meaningfully connect to their target customers and communities, while providing the unique ability to holistically plan, manage, and measure investment across social, digital, and affiliate marketing;
• in September 2024, 100% of Mars United Commerce, the largest independent e-commerce and retail marketing company. With more than 1,000 employees in 14 sites around the world, Mars accelerates the growth of more than 100 major global brands thanks to its knowledge of consumers, its exclusive media tools and its extensive relationships with retailers. This acquisition will enable Publicis Groupe to optimize the development and implementation of comprehensive commerce solutions for its clients.

The goodwill resulting from the Groupe’s acquisitions was calculated as follows:

Goodwill mainly relates to the know-how and technical skills of the employees of the acquired entities and to the ability to maintain and develop existing assets. None of the goodwill recognized is expected to be deductible for tax purposes.

Intangible assets (technology and client relationships) are valued using the royalty method and the excess earnings method respectively. The royalty method considers the discounted estimated royalties payments that are expected to be avoided as a result the patent or trademark being owned. The excess earnings method considers the present value of net cash flows expected to be generated by the client relationships.

The cash flows related to the 2024 acquisitions are as follows:

Acquisitions during the period contribute less than 1% of consolidated net revenue in financial year 2024 and less than 1% of net income attributable to equity holders of the parent company.

Acquisition costs are recognized in other operating expenses.

3.2    Acquisitions in financial year 2023

The main acquisitions of the period were:

• in April 2023, 100% of Practia, a technology group that provides digital transformation services to companies. This acquisition enables the Groupe to strengthen its positions in the Latin American market and set up a local delivery platform for the North American market. Practia has offices in Argentina, Chile, Mexico, Peru, Brazil, Colombia and Spain, and an operational presence in Uruguay and the United States. The consideration transferred was euro 143  million;
• in June 2023, 100% of Corra, an e-commerce entity with expertise in business solutions, particularly Adobe Commerce. The acquisition enables the Groupe to extend its offerings in digital and omnichannel commerce. The consideration transferred was euro 127  million.

The fair value, at the acquisition date, of the consideration transferred (excluding cash and cash equivalents acquired) for the consolidated entities taken as a whole with the acquisition of control during the period, amounted to euro 289 million. This amount mainly included:

• euro 131 million paid out during the period;
• euro 158 million in earn-out commitments.

The amount paid out in 2023 for acquisitions (net of cash and cash equivalents acquired) totaled euro 194  million and included: