Combined General Shareholders’ Meeting

Publicis Groupe S.A.’s [Euronext Paris: FR0000130577, CAC40] Combined General Shareholders’ Meeting took place today, chaired by Mr. Maurice Lévy, Chairman of the Supervisory Board. In the very specific context of COVID-19, this year again, the meeting was held behind closed doors, without the physical attendance of the shareholders, pursuant to the Order n°2020-321 dated March 25, 2020 and to the French decree n° 2020-418 dated April 10, 2020, as modified and extended by the French decree n° 2021-255 dated March 9, 2021.

The Combined General Shareholders’ Meeting was webcast live on the Groupe’s website at www.publicisgroupe.com, and the different speeches are available at the following links:
https://www.publicisgroupe.com/en/investors/shareholders/annual-general-meeting. All documents relating to the General Shareholders’ Meeting have been made available to shareholders on the Groupe's website. Shareholders participated in the live event and were able to ask questions.

Representing a quorum of 73%, shareholders adopted all 26 resolutions, among which:

• The renewal of the mandate of Mr. Maurice Lévy, which was approved by 92.99% of votes, for a duration of four years. The Supervisory Board expressed its wish to see him continue his mission as Chairman of the Supervisory Board, providing support and advice to the Management Board and its President, Mr. Arthur Sadoun, who expressed the same wish. The Supervisory Board that met after the General  Shareholders’ Meeting unanimously approved the renewal of the mandate of its Chairman for a duration of four years.
• The renewal of the mandates of Mr. Simon Badinter and Mr. Jean Charest,  with strong support from shareholders, for mandates of four years as well.
• The Management Board’s 2020 compensation packages were approved by more than 88%, and their 2021 compensation policy passed at more than 90%.
• The dividend of 2.00 euros per share, representing a pay-out ratio of 46.8%, above its pre-pandemic level. The option for payment of the dividend in shares must be exercised between June 17 and June 30, 2021 inclusive. The ex-dividend date will be June 15, 2021. Shareholders can opt to receive payment of the dividend either in cash or in new shares. The issue price of shares distributed as dividends was set at 53.05 euros  per share, calculated as the average of the closing prices of the twenty trading days prior to the Combined Shareholder Meeting, minus the net dividend.

Maurice Lévy, Chairman of the Supervisory Board, said:

« In a year when the whole world has been put to the test and we have entered in a new normal era, the Supervisory Board and I are very proud of the resilience demonstrated by your Groupe. It is the contribution of each person, the individual and combined strengths of the teams as well as the rapid, determined and efficient response of the management under the direction of Arthur Sadoun that have enabled Publicis Groupe, not only to weather this crisis by obtaining results above expectations, but also to emerge stronger, by returning to growth as of the 1^st quarter of 2021. My attachment to the Groupe no longer needs to be demonstrated, after a journey of fifty years which has allowed me to accompany the different stages of the development of Publicis, to become the 3^rd largest communication Groupe in the world and a leader in digital and data. It is therefore with full enthusiasm (although not part of my initial plans) that I will continue my mission for the Groupe and for all its stakeholders.

The Supervisory Board and I would like to thank shareholders for their trust and support. By their votes, they acknowledge the extraordinary work and mobilization of the Management Board and more particularly of its President and CEO in this period. I would also like to thank them for approving the renewal of my mandate as member of the Supervisory Board, and the Board for offering me to continue to support the Groupe as Chairman.

Thanks to its transformation and its long-term investments in technology and data, notably Sapient and Epsilon, your Groupe has all the assets it needs in an environment which has, with this crisis, evolved rapidly and irreversibly towards digital. While the environment remains uncertain, your Groupe is very well equipped and very well managed to meet the needs of its clients and support them on the path to growth in this new world».

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During his presentation at the Combined Shareholder Meeting, Mr. Arthur Sadoun, Chairman of the Management Board, presented the key highlights of 2020.

When the crisis hit and despite a very uncertain environment, the Management Board reacted immediately and defined three clear priorities:

• First, protect the Groupe’s talents, by shifting all employees to home working in a matter of days, in all countries. Moreover, the Groupe undertook many initiatives in the year to ensure their well-being and their health.
• Second, the Groupe fully mobilized to accompany its clients in rethinking and immediately adapting their communication campaigns to this new situation, contributing to their competitiveness and resilience in this critical period.
• Third, the Directoire implemented a series of exceptional measures to maintain the Groupe’s financial strength, notably with a €500m cost savings plan and a reduction of the initially proposed dividend. In parallel, the Chairman of the Supervisory Board and members of the Management Board proposed to reduce their salaries. Also, the voluntary salary sacrifices made by 6,000 talents at the peak of the crisis were reimbursed after the publication of better than expected results, with the exception of Management Board members.

Concluding this incredibly exceptional year, the Groupe emerged stronger and outperformed the market in 2020 organically while posting again the strongest financial ratios in the industry.

It is worth noting that, answering a question asked at the General Shareholders’ Meeting, Mr. Arthur Sadoun, the Chairman of the Management Board, confirmed the continuation of the good trends observed in Q1 2021. He specified that organic growth for the 2^nd quarter should be at the high end of the range indicated at the time of the Q1 results publication, which is +8% to +10%.

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Composition of the Supervisory Board and of the Management Board

After this General Shareholders’ Meeting, and after the departure of Mr. Enrico Letta, the Supervisory Board remains composed of 13 members, with 55%⁽⁾ women as well as two members representing employees. With a 64%⁽²⁾ rate, the Supervisory Board includes a majority of independent members.

The Supervisory Board also confirmed the composition of the Management Board, with four members: Mr. Arthur Sadoun (Chairman), Mr. Steve King (COO), Mrs. Anne-Gabrielle Heilbronner (Secretary General) and Mr. Michel-Alain Proch (Chief Financial Officer replacing Mr. Jean-Michel Etienne).

Composition of the Committees of the Board

During its meeting that took place after the General Shareholders’ Meeting, the Supervisory Board approved the following composition of the Committees of the Board.

Audit Committee
Chair: Mr. Jean Charest.
Members: Mrs. Suzan LeVine, Mr. André Kudelski and Mr. Thomas H. Glocer.
Expert: Mr. Jean-Michel Etienne

Compensation Committee
Chair: Mr. André Kudelski.
Members: Mrs. Antonella Mei-Pochtler; Mr. Thomas H. Glocer and Mr. Maurice Lévy.
Independent Expert: Mr. Michel Cicurel.

Strategy and Risk Committee
Chair: Mrs. Marie-Josée Kravis.
Members: Mr. Simon Badinter, Mr. Thomas H. Glocer, Mr. Maurice Lévy and Mr. Pierre Pénicaud.

« ESG » Committee 
A committee dedicated to environmental and societal reflexions, taking into account all stakehoders’ interests, has been created:
Chair: Mrs. Suzan LeVine
Members : Mrs. Cherie Nursalim, Mrs. Sophie Dulac and Mrs. Patricia Velay-Borrini.

Nominating Committee 
Composed of the Chairmen of the different committees, the Nominating Committee is chaired by Mrs. Elisabeth Badinter.
Members: Mrs. Marie-Josée Kravis and Mrs. Suzan LeVine. Mr. Jean Charest, Mr. André Kudelski and Mr. Maurice Lévy.

Disclaimer

Certain information contained in this document, other than historical information, may constitute forward-looking statements or unaudited financial forecasts.  These forward-looking statements and forecasts are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements and forecasts are presented at the date of this document and, other than as required by applicable law, Publicis Groupe does not assume any obligation to update them to reflect new information or events or for any other reason. Publicis Groupe urges you to carefully consider the risk factors that may affect its business, as set out in the Universal Registration Document filed with the French Autorité des Marchés Financiers (AMF) and which is available on the website of Publicis Groupe (www.publicisgroupe.com), including an unfavorable economic climate, a highly  competitive industry, risks associated with the confidentiality of personal data, the Groupe’s business dependence on its management and employees, risks associated with mergers and acquisitions, risks of IT system failures and cybercrime, the possibility that our clients could seek to terminate their contracts with us on short notice, risks associated with the reorganization of the Groupe, risks of litigation, governmental, legal and arbitration proceedings, risks associated with the Groupe’s financial rating and exposure to liquidity risks.

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¹ Mr. Enrico Letta resigned from his mandate as a Supervisory Board member on March 28, 2021 after having been elected Secretary of the Italian Democratic Party.
² Pursuant to the law and Afep-Medef Code, the members of the Supervisory Board representing employees are not taken into account for the calculation of percentages.