2012 Registration Document

2012 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT Contents Profi le 1 Message from Chairman & CEO of Publicis Groupe 3 4 2012 CONSOLIDATED Message from Chair Supervisory Board 4 FINANCIAL STATEMENTS 109 4.1 Consolidated income statement 110 4.2 Consolidated statement 1 PRESENTATION OF THE GROUP 5 of comprehensive income 111 1.1 Key fi gures 6 4.3 Consolidated balance sheet 112 1.2 Group history 7 4.4 Consolidated statement of cash fl ows 113 1.3 Structure chart 10 4.5 Consolidated statement of changes in equity 114 1.4 Activities and strategy 11 4.6 Notes to the consolidated fi nancial 1.5 Investments 21 statements 116 1.6 Signifi cant contracts 26 4.7 Statutory auditors’ report 1.7 Research and development 27 on the consolidated fi nancial statements 193 1.8 Risk factors 28 1.9 Corporate Social Responsibility 33 5 2012 PARENT COMPANY FINANCIAL STATEMENTS 195 2 CORPORATE GOVERNANCE 47 5.1 Income statement 196 2.1 Members of the Management Board 5.2 Balance sheet at December 31 197 and the Supervisory Board 48 5.3 Statement of cash fl ows 199 2.2 Information on 5.4 Notes to the fi nancial statements the Executive Committee (“P12”) 57 of Publicis Groupe SA 200 2.3 The Strategic Leadership Team 58 5.5 Results of Publicis Groupe SA over 2.4 Operation of the Supervisory Board the past fi ve years 223 Committees 59 5.6 Statutory auditors’ report on the parent 2.5 Report of the Supervisory Board company fi nancial statements 224 Chairperson on the preparation and organization of the Supervisory Board’s work and internal control procedures 62 2.6 Statutory auditors’ report on the report 6 INFORMATION from the Chairperson of the Supervisory ABOUT THE COMPANY Board 69 AND THE SHARE CAPITAL 225 2.7 Compensation and benefi ts 70 6.1 Information about the Company 226 2.8 Transactions performed on Publicis 6.2 Ownership structure 229 Groupe securities by the Management 6.3 Share capital 233 and Supervisory Board members and persons related to them 86 6.4 Stock market information 245 2.9 Related-party transactions 87 2.10 Code of ethics 94 7 GENERAL SHAREHOLDERS’ MEETING 249 3 COMMENTARY ON FISCAL YEAR 95 3.1 Introduction 97 8 ADDITIONAL INFORMATION 251 3.2 Organic growth 99 8.1 Documents on display 252 3.3 Analysis of the consolidated results 100 8.2 Registration document responsibility 3.4 Financial and cash position 103 and declaration 253 3.5 Publicis Groupe SA (Group parent 8.3 Statutory auditors 254 company) 106 8.4 Cross-reference table for the registration 3.6 Dividend distribution policy 107 document 255 3.7 Outlook 108 8.5 Cross-Reference table for the annual fi nancial report 257 8.6 Cross-Reference table for the management report 258 The elements of the Annual Financial Report are clearly identifi ed in the table of contents using the pictogram 2012 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT This registration document contains all the elements of the annual financial report. PROFILE 3rd-ranked Global Communications Group Publicis Groupe offers its local and international clients a complete range of communication services Present in 108 countries on 5 continents, Publicis Groupe has approximately 58,000 employees Leader in digital communications 33% of 2012 revenue Recognized creativity Number 1 in Creative Performance (since 2004 - the Gunn Report) This registration document was fi led with the Autorité des marchés fi nanciers (AMF) on April 12, 2013, in accordance with article 212-13 of the AMF general regulations. It may be used in the framework of a fi nancial transaction only if supplemented by a Transaction Note certifi ed by the AMF. This document has been prepared by the issuer and involves the liability of its signatories. Copies of the registration document are available from Publicis Groupe SA, 133 avenue des Champs-Élysées, 75008 Paris, and on the website of Publicis Groupe SA: www.publicisgroupe.com and on the AMF website: www.amf-france.org. PUBLICIS GROUPE SA - 2012 Registration Document 1 2 PUBLICIS GROUPE SA - 2012 Registration Document MESSAGE FROM CHAIRMAN & CEO OF PUBLICIS GROUPE Message from Chairman & CEO of Publicis Groupe Maurice Lévy It was hoped that 2012 would see a return to growth and, if not an end to the crisis, at least real signs of a recovery, especially in the wake of the three major events that synchronize the world’s calendars and activities every four years: the European Football Championship (soccer), the Summer Olympic Games and the American presidential election campaign. Unfortunately, none of these events measured up to market expectations. Advertising revenue linked to the two major sporting events fell far short of estimates, and the economic rebound that usually accompanies the American presidential election campaign did not materialize. The year was once more marked throughout by the momentary revivals of the euro crisis and by a slowing northern and declining southern European economy. Emerging markets, though still growing at a brisk pace, were not the engine of growth one might have hoped for. Therefore, while the advertising industry expected to grow close to 5%, in all likelihood, it only came in at just below 3%. Against this backdrop, Publicis bucked the trend to record its best results ever: our revenue, margin, net profi t, balance sheet and cash fl ow reached unprecedented levels. Indeed, we have set in motion a winning strategy over the past few years resting on two pillars: digital advertising, in which we have become the world champion, and emerging markets, in which we continue to invest heavily. By an auspicious convergence of numbers, both of these segments, which together accounted for more than 55% of our revenue, grew 6.6% in organic growth, thus offsetting the slump in Europe and the weakness of the analog segments in the United States. Yet over and above this winning strategy, we owe our success to two key elements: First, the mostly rapid and successful integration of our acquisitions, which enabled us to benefi t from all the anticipated synergies almost instantaneously. We’ve had some disappointments, of course, but progress has been remarkably positive on the whole. Second, our clients – and I say second because our two-pillar strategy is aimed precisely at exceeding our clients’ highest expectations in markets undergoing profound changes – whose trust compels us to continually surpass ourselves. Our commitment to constant improvement drives us to go far beyond the call of duty in responding to the needs and demands of our customers, who face profound transformations in every domain. I want to pay homage to that drive for excellence shown by our staff across the world. They have given the best of themselves with talent, devotion and determination in terms of innovation, creativity and service to surmount the challenges they have faced. Their dedication has ensured that the relationships they have built between brands, companies and the target audience are the strongest, most loyal and most fulfi lling possible for all involved. Despite having reached nearly all of our objectives for 2012, we still have a long way to go. Like a silent tidal wave, digital technology is transforming economies, consumer behavior and the future of media all over the world. We are not in the midst of a mere evolution, but of a revolution that will fundamentally alter the nature of things and our profession. Demographics and an aging population are the only obstacles to this revolution, but changes in behavior led by the rising generations, which are being adopted by all sectors of the population are causing the resistance to be swiftly swept away by sea. That is why Publicis cannot settle for a few partial or marginal changes, but must completely review its mission, function and resources to be, quite simply, the most consummate, best equipped and most competent communications group, capable of resolving the major problems increasingly facing our clients. This review will allow us to realize our full potential, for the greatest benefi t of all parties concerned: our employees, our clients, our partners and our shareholders. The team I am proud and honored to lead is perfectly aware of all of these challenges and completely capable of overcoming them and winning in the face of global competition. I would like to extend my gratitude to my colleagues for their fantastic work, and to thank the Supervisory Board for its trust in the Group’s Management Board and Executive Committee. Maurice Lévy Chairman & CEO PUBLICIS GROUPE SA - 2012 Registration Document 3 2012 REGISTRATION DOCUMENT Message from Chair Supervisory Board Message from Chair Supervisory Board Élisabeth Badinter In an unfavorable economic context and during the course of a more complicated 2012 than expected, the quality of our teams came through once again to produce a remarkable performance. Perseverance, creativity, initiative, valor… Their determination has enabled Publicis to keep pace and to continue with its cost-reduction measures. On behalf of the Supervisory Board, I wish to thank all of our staff for their dedication and hard work. I also wish to extend my heartfelt thanks to Maurice Lévy. This exceptional leader has shown boundless energy in defending the Group’s interests on all fronts and in creating new development opportunities. For years, he has set Publicis on a course towards growth, steering deftly clear of the rocks to guide the Group, ahead of the pack, along the most promising currents. I am thinking in particular of our turn to digital advertising, which he managed to negotiate successfully from 2006 onwards, thanks to an audacious but invariably apt strategy of acquisitions and talent management.

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