Combined General Shareholders’ Meeting

May 29, 2019 – Publicis Groupe S.A.’s [Euronext Paris: FR0000130577, CAC40] Combined General Shareholders’ Meeting took place today, chaired by Maurice Lévy, Chair of the Supervisory Board. Shareholders attendance was high, with over 70% of share capital present or represented.

Highlights of the year 2018 and the Groupe’s strategy were presented by Arthur Sadoun, Chair of the Management Board. All of the resolutions submitted to the shareholders’ vote were adopted. The Shareholders' Meeting declared a dividend of €2.12 per share up 6.0% year-on-year, with shareholders being granted the option to receive payment of the dividend either in cash or in new shares. The option for payment of the dividend in shares must be exercised between June 27 and July 17, 2019 inclusive. The issue price of shares distributed as dividends was set at 46.39 euros per share, compared to today’s stock price of 49.00 euros. The ex-dividend date was set at June 25, 2019. Payment of the dividend in cash and delivery of new shares will be made on July 23, 2019.

Maurice Lévy, Chair of the Supervisory Board, said: “The Supervisory Board and I would like to thank the shareholders for their trust and support. By approving all the resolutions, shareholders are giving the means to the Management Board, under the chairmanship of Arthur Sadoun, to continue to lead the Group and notably its transformation, so that we can serve our clients even better and attract talents. The acquisition of Epsilon enables our Group to meet the challenges facing our industry but also to provide our clients the necessary means to transform and to grow sustainably while controlling their costs. The Supervisory Board is convinced that the Management Board and its President have chosen the right strategy, which they are implementing with determination and efficiency.”

The Supervisory Board has expressed its warmest thanks and gratitude for the valuable contribution to the work at the Board and its committees of Mrs. Véronique Morali and Mrs. Marie-Claude Mayer, members of the Supervisory Board since 2010 and whose mandates were not subject to renewal.

The Supervisory Board welcomes three independent members, newly elected at the General Shareholders Meeting, for a four-year term of office.

Antonella Mei-Pochtler, an Italian National, is a Senior Leader with extensive experience in the Consumer, Media and Technology sectors. She has held key leadership positions within The Boston Consulting Group (BSG) at European and global level and has focused her activities in digital transformation, strategy and organization. Named a Top 25 Global Consultant by Consulting magazine, she was awarded the Women Leaders in Consulting Lifetime Achievement Award in 2013. She is involved in a wide range of activities and social causes, especially on educational equity. Her career, notably at the helm of BCG in Germany, her deep knowledge of German economy and of its corporates, as well as her role in developing digital practices will be major assets for the Supervisory Board.

Suzan LeVine, a US National, was appointed as Commissioner for the Employment Security Department in 2018 for the State of Washington. She served as US Ambassador to Switzerland and Liechtenstein from 2014 to 2017. Her previous positions focused on education, technology, community, innovation, social responsibility and youth outreach. She has worked at Microsoft and at Expedia. Her experience in technology and digital, combined with her interest in Artificial Intelligence will be of particular interest to the Supervisory Board.

Enrico Letta, an Italian National, has been Dean of the Paris School of International Affairs (PSIA) at Sciences Po Paris since September 2015. In July 2016, he became President of the Jacques Delors Institute. He was Minister of European Affairs from 1998 to 1999, then Minister of Industry, Trade and Crafts from January to April 2000. He served as Minister of Industry and Foreign Trade from 2000 to 2001, then as Under-Secretary of State to the Prime Minister, Romano Prodi, from 2006 to 2008. From 2001 to 2015, he was a Member of the Italian Parliament, except in 2004-2006 when he was a Member of the European Parliament. He was also Deputy Secretary of the Democratic Party from 2009 to 2013. From 2013 to 2014, he was Prime Minister of Italy. His expert knowledge of international affairs will be especially useful to the Supervisory Board, notably when assessing the geopolitical risks in the Groupe’s global footprint.

The Supervisory Board now has 13 members, including one member representing employees. The Supervisory Board is made of 50% of women (6 out of 12) (1) and of 66% of foreign nationals (8 out of 12) (2). Improving the independence of the Supervisory Board is a permanent objective for the Company. With 66%(1) reached at the 2019 Shareholders’ Meeting, Publicis Groupe exceeded its commitment to reach the level of 50% of independent Supervisory Board members (compared with 45% (1) a year ago).

Strengthened in expertise and diversity, the Board now comprises: Élisabeth Badinter (Vice-Chair), Sophie Dulac, Marie-Josée Kravis, Suzan LeVine, Antonella Mei-Pochtler and Cherie Nursalim, as well as Maurice Lévy (Chair), Simon Badinter, Jean Charest, Thomas H. Glocer, André Kudelski, Enrico Letta and Pierre Pénicaud (representing the Groupe’s employees).

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

The Nominating Committee
Chair: Mrs. Elisabeth Badinter.
Members: Mrs. Marie-Josée Kravis; Mr. Jean Charest; Mr. André Kudelski and Mr. Maurice Lévy.

The Audit Committee
Chair: Mr. Jean Charest.
Members: Mrs. Suzan LeVine and Mr. André Kudelski .
Independent expert: Mrs. Claudine Bienaimé.

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

The Strategy and Risk Committee
Chair: Mrs. Marie-Josée Kravis
Members: Mrs. Elisabeth Badinter and Mrs. Suzan LeVine; Mr. Thomas H. Glocer; Mr. Maurice Lévy; Mr. Enrico Letta and Mr. Pierre Pénicaud.

(1) 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
(2) Excluding member representing employees