Publicis Groupe: Supervisory Board Announcement

03/02/15
PRESS RELEASE

PUBLICIS GROUPE
SUPERVISORY BOARD

The Publicis Groupe [Euronext Paris: FR0000130577, CAC40] Conseil de Surveillance (Supervisory Board) met on Monday, March 2 under the chairmanship of Elisabeth Badinter.

The Board received an update on the progress of the integration of Sapient, and found that it is proceeding in line with the initial plan.

The Board also examined solutions to improve the Groupe's governance in several areas such as the monitoring of operations, risk assessment or the independence of Board members.

The results of the Supervisory Board's annual self-assessment were reviewed in detail. The Directors are satisfied with the way the Committees and Board conduct their business and with the transparency and quality of relations with the Directoire (Management Board).  A few areas of progress were identified on which the Supervisory Board will work in 2015.

At this Board meeting, Hélène Ploix, Gérard Worms and Henri-Calixte Suaudeau expressed the wish to stand down as Directors of Publicis Groupe.

The Board duly noted, with regret, the resignation of the three Directors who have been in office for so long, and commended the quality of their services to the Groupe. Their attendance at the various Board or Committee meetings, their commitment and rigor allowed the Groupe to make great strides in terms of the governance and operation of its supervisory bodies. All members of the Supervisory Board thanked them warmly for their involvement throughout their terms of office.

In pursuance of the agreement entered into at the time of the acquisition of Sapient and at the recommendation of Publicis Groupe's Nomination Committee, the Board proposed that Jerry A. Greenberg be appointed as a Director. The appointment of Jerry A. Greenberg to the Supervisory Board, for a four-year term of office to expire after the ordinary Annual General Meeting of Shareholders (AGM) called to approve the 2018 financial statements, will therefore be proposed to the shareholders in a resolution at their AGM next May 27.

Jerry A. Greenberg, the founder and Co-Chairman of the Board of Sapient, will join Publicis Groupe's Supervisory Board as an independent Director.  On the basis of the Nomination Committee's analysis, the Board considered that the Groupe would benefit from Jerry A. Greenberg's great expertise in technology and the digital world, as well as from his impressive record in terms of innovation, leadership and growth.

In order to continue to improve Publicis Groupe's governance, the Board will propose to the AGM an amendment to its by-laws to enable it to appoint Censors (non-voting observers) entrusted with the task of permanently ensuring compliance with corporate governance rules.

Subject to a positive vote, in order to continue benefitting from the experience and enlightened views of Hélène Ploix and Gérard Worms, the Board proposes to appoint them as Censors for a period of two years to expire after the AGM called to approve the 2016 financial statements. The Censors will act as non-voting observers at Supervisory Board meetings, and, if necessary, at Committee meetings.  Their compensation is based on their attendance at Board and Committee meetings, as with Supervisory Board members.

Publicis Groupe's Supervisory Board will thus be comprised of eleven members, including six women and five men, of whom six are independent Directors.

The composition of the different Committees will be examined after the AGM when the appointments have been approved.

About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is a global leader in marketing, communication, and business transformation. In a world marked by increased convergence and consumer empowerment, Publicis Groupe offers a full range of services and skills: digital, technology & consulting with Publicis.Sapient (SapientNitro, Sapient Global Markets, Sapient Government Services, Razorfish Global, DigitasLBi, Rosetta) - the world's largest most forward-thinking digitally centered platform focused exclusively on digital transformation in an always-on world - as well as creative networks such as BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi, public affairs, corporate communications and events with MSLGROUP, ad tech solutions with VivaKi, media strategy, planning and buying through Starcom MediaVest Group and ZenithOptimedia, healthcare communications, with Publicis Healthcare Communications Group (PHCG), and finally, brand asset production with Prodigious. Present in 108 countries, the Groupe employs more than 75,000 professionals. 
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