Regulatory News:

Publicis Groupe S.A. (Paris:PUB):

The text of the overview of the share buyback program authorized by the shareholders at their Combined General Meeting of May 27, 2020 is a free translation from the French language and is supplied solely for information purposes. Only the original version in the French language has legal force.

Pursuant to Articles L. 225-209 et seq of the French Commercial Code, Articles 241-1 et seq. of the General Regulation of the French Financial Markets Authority (AMF - Autorité des Marchés Financiers), Regulation (EU) No. 596/2014 of April 16, 2014, Delegated Regulation (EU) No. 2016/1052 of March 8, 2016 and the market practices accepted by the AMF, this overview contains information on the objectives and terms of the Publicis Groupe S.A. share buyback program in accordance with the authorization granted by the shareholders under the 20th resolution adopted at the Combined General Shareholders’ Meeting dated May 27, 2020.

Issuer: Publicis Groupe S.A., a French Joint stock Company with a Management Board and a Supervisory Board, with share capital of 96,285,195.20 euro and its registered office at 133 avenue des Champs-Elysées, 75008 Paris, France, registered with the Paris Trade and Companies Registry under number 542 080 601.
Stock Exchange: Euronext Paris.
LEI: 2138004KW8BV57III342.
ISIN: FR0000130577.

Number of shares and fraction of capital held directly or indirectly by the issuer

As of May 31, 2020, the Company’s share capital was made up of 240,712,988 shares of which 3,305,198 were held by the Company, representing 1.37% of its capital.

Allocation of equity held on May 31, 2019 according to objectives

- 400,000 shares allocated for encouraging the secondary market or liquidity of Publicis Groupe S.A. shares pursuant to a liquidity agreement;

- 23,328 shares allocated for payments or exchanges in connection with external growth transactions; and

- 2,881,870 shares allocated to allow allotment or sale of shares to employees and/or corporate officers of the Company and/or its Group.

Characteristics of the 2020-2021 share buyback program

Buyback program objectives

The objectives of the program authorized by the shareholders at their General Shareholders’ Meeting of May 27, 2020 (20th resolution) are as follows:

- Allotting or selling shares to employees and/or corporate officers of the Company and/or of its Groupe, in accordance with the requirements and procedures prescribed by applicable regulations, in particular as part of a plan for sharing in the Company’s expansion, by allotting free shares or granting stock options, or through company savings plans or inter-company savings plans, or by any other method of compensation in shares, in accordance with legal requirements;
- Delivering shares to honor obligations in connection with instruments or securities that may confer entitlement to equity rights, whether by redemption, conversion, exchange, presentation of a warrant or by any other means conferring entitlement to the allocation of ordinary shares in the Company;
- Conserving and subsequently delivering shares as a means of exchange in merger, spin-off or contribution transactions, or as a means of exchange, payment or other means in the case of external growth transactions;
- Encouraging the secondary market or the liquidity of Publicis Groupe S.A. shares through the intermediary of an investment services provider acting pursuant to a liquidity agreement and in compliance with market practices accepted by the AMF (as modified, where applicable);
- Cancelling all or part of the shares thus acquired, in accordance with legal provisions in force, and pursuant to authorization granted by the 23rd resolution of the May 29, 2019 Combined General Shareholders’ Meeting.

This program is also intended to enable the Company to trade in its own shares for any other purpose or any other market practice that is currently authorized or accepted or may be authorized or accepted in the future by the laws and regulations in force. In such a case, the Company will inform its shareholders by issuing a press release.

Maximum number of shares that may be acquired

The maximum number of shares that can be purchased during the buyback program must not exceed 10% of the shares making up the Company’s share capital on the date of each repurchase. This percentage will apply to the share capital as adjusted to reflect transactions affecting the share capital carried out subsequent to this General Shareholders’ Meeting. When shares are redeemed to promote liquidity in accordance with the requirements of the General Regulation of the AMF, the number of shares taken into account to calculate the 10% limit is equal to the number of shares purchased, less the number of shares resold during the authorization period

The number of shares purchased with a view to their retention or future delivery in connection with merger, spin-off or contribution transactions will not exceed 5% of its share capital of the Company.

Maximum purchase price

The maximum unit purchase price will be eighty-five (85) euro, excluding acquisition costs, it being specified that this price will not apply to share buyback used for allocating free shares to employees and/or officers of the Company and the Groupe or when they exercise stock options.

The Company’s total amount used for share buyback under this authorization will not exceed two billion forty-three million seven hundred fifteen thousand ten (2,043,715,010) euro net of costs.

In the event of a change in the par value of shares or any transaction having an impact on shareholders’ equity, the General Shareholders’ Meeting has delegated to the Management Board the power to adjust the aforementioned purchase price in order to take into account the impact of such transactions on the share price.

Redemption terms and conditions

The Company will be entitled to purchase its own shares, and sell or transfer shares redeemed, directly or through an investment service provider, in one or more transactions, at any time and by any means authorized by the regulations in force, or that may come into force in the future, on regulated stock markets, multilateral trading facilities (MTFs), through systematic internalizers or over the counter, and, notably, by buying or selling blocks of shares (without limitation on the portion of the buyback program that may be carried out in block transactions), sale and repurchase agreements, through takeover bids or securities exchange bids, by using option mechanisms, derivative financial instruments, warrants or, more generally, securities granting entitlement to shares in the Company. The Company may also be entitled to hold and/or cancel shares redeemed, subject to authorization by an Extraordinary General Shareholders’ Meeting, in compliance with applicable regulations.

The General Shareholders’ Meeting granted the Management Board all powers, including the right to sub-delegate its authority, as permitted by laws and regulations and in accordance with the Company’s Articles of Incorporation, to determine the modes and conditions of implementation, to allocate or reallocate the shares acquired to the various objectives in view in compliance with applicable laws and regulations, to execute all instruments, enter into all agreements, carry out all formalities, and, more generally, to do everything necessary to implement of the 20th resolution.

According to the 23rd resolution adopted by shareholders at their General Meeting of May 29, 2019, shareholders authorized the Management Board, for a period of 26 months, to decrease the share capital should the need arise, by cancelling, in one or more transactions, within the limit of 10% of the share capital as authorized by law (it being specified that limit applies to the Company's capital which will, if necessary, be adjusted to take into account transactions affecting it after this General Shareholders' Meeting) for periods of twenty-four months, of all or part of Publicis Groupe S.A. shares acquired under the share buyback programs authorized by the General Shareholders' Meeting.

Program term

The program was authorized for a period of eighteen months as from May 27, 2020, i.e., until November 27, 2021.