Publicis Groupe : Supervisory Board of May 8, 2014

Regulatory News:

A meeting of the Supervisory Board of Publicis Groupe (Paris:PUB), chaired by Madame Elisabeth Badinter, was held on 8 May 2014 in order to decide on the action to be taken regarding the proposed merger of equals with Omnicom Group.

The Supervisory Board examined the recommendation of the Management Board, which has unanimously voted to terminate the proposed merger of equals between Publicis Groupe and Omnicom Group, in view of the difficulties remaining to be overcome to complete the merger of equals and the increasing uncertainties associated with the slow pace of progress. The Supervisory Board noted the possibility to terminate the proposed merger by mutual agreement of both parties and the decision adopted by the Board of Directors of Omnicom Group in this respect. On these bases, the Supervisory Board unanimously decided to terminate the project and to approve the terms of an agreement between the two entities that provides for the conditions according to which the proposed merger shall be terminated. The two entities have released each other from all obligations with respect to the proposed transaction, and no termination fees will be payable by either party.

Maurice Lévy, Chairman and CEO of Publicis Groupe declared: "The two groups each have a brilliant track record. This merger was always one of opportunity, not necessity. The teams at Publicis Groupe worked diligently to complete the merger, but, in view of the obstacles encountered, the execution risk continued to increase. The decision to discontinue the process was neither pleasant nor an easy one to make, but it was a necessary one. Prolonging the situation could have led to the diversion of the Group's management from its principle function: to best serve our clients. Our paths diverge today with mutual respect. Publicis Groupe will continue to pursue and accelerate the implementation of its ambitious strategic plan for 2018. I am very confident in our ability to successfully see this through and to achieve all our goals.”

As a result of the termination of the proposed merger, the provisions on early redemption of ORANE shall not become applicable and they will continue to be governed by the existing terms provided for in the information memorandum. Publicis Groupe intends to launch a reflection process that could result in a proposal for the early redemption of the ORANE by mid-2015.

About Publicis Groupe

Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is one of the world’s leading communications groups. The Groupe offers a full range of services and skills: digital (DigitasLBi, Razorfish, Rosetta, VivaKi), advertising (BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate communications and events (MSLGROUP), media strategy, planning and buying (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 62,000 professionals.

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