REGISTRATION DOCUMENT Worldreginfo - 72940677-6A6f-4Ea1-8E9e-3De663a3e7b0 CONTENTS
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ANNUAL FINANCIAL REPORT 2018REGISTRATION DOCUMENT WorldReginfo - 72940677-6a6f-4ea1-8e9e-3de663a3e7b0 CONTENTS MESSAGE FROM THE CHAIRMAN 5 COMMENTARY ON THE FINANCIAL OF THE SUPERVISORY BOARD 02 YEAR 161 MESSAGE FROM THE CHAIRMAN OF THE MANAGEMENT BOARD 04 5.1 Introduction 162 OUTLOOK 0 6 5.2 Organic growth 164 VALUE CREATION 0 7 5.3 Analysis of consolidated results 165 STRATEGY 0 8 5.4 Financial and cash position 168 ORGANIZATION 09 5.5 Publicis Groupe SA (Group parent company) 171 KEY FIGURES 10 5.6 Dividend distribution policy 173 PUBLICIS GROUPE STAKEHOLDERS 12 5.7 Outlook 174 CORPORATE SOCIAL RESPONSIBILITY 13 TALENTS 14 GOVERNANCE 15 6 CONSOLIDATED FINANCIAL HISTORY 16 STATEMENTS 2018 YEAR 175 GLOSSARY AND DEFINITIONS 17 6.1 Consolidated income statement 176 6.2 Consolidated s tatement of PRESENTATION OF THE GROUP 19 1 Comprehensive Income 177 1.1 Key fi gures 20 6.3 Consolidated balance sheet 178 1.2 Group history 21 6.4 Consolidated statement of cash fl ows 179 1.3 Organization chart 25 6.5 Consolidated statement of changes 1.4 Activities and strategy 26 in equity 180 1.5 Investments 33 6.6 Notes to the consolidated fi nancial 1.6 Major contracts 36 statements 182 1.7 Research and development 37 6.7 Statutory auditors’ report on the consolidated fi nancial statements 249 RISKS AND RISK MANAGEMENT 39 2 2018 ANNUAL FINANCIAL Main risk factors 40 7 2.1 Industry-related risks 41 STATEMENTS 257 2.2 Operational risks 42 7.1 Income Statement 258 2.3 Environmental and human risks 45 7.2 Balance sheet at December 31 259 2.4 Regulatory and legal risks 46 7.3 Statement of Cash Flows 261 2.5 Financial risks 49 7.4 Notes to the fi nancial statements 2.6 Insurance and coverage of risks 50 of Publicis Groupe SA 262 2.7 Internal control and risk management 7.5 Results of Publicis Groupe S.A. procedures 51 for fi nancial years 2018, 2017, 2016, 2015 and 2014 281 GOVERNANCE AND COMPENSATION 55 7.6 Statutory auditors’ report 3 on the Financial Statements 282 3.1 Governance of Publicis Groupe 56 3.2 Compensation of corporate offi cers 84 COMPANY INFORMATION 3.3 Related-party transactions 116 8 3.4 Statutory auditors’ special report AND CAPITAL STRUCTURE 287 on related- party agreements and 8.1 Information about the Company 288 commitments 118 8.2 Ownership structure 291 8.3 Information on the share capital 293 CORPORATE SOCIAL 8.4 Stock market information 302 4 RESPONSIBILITY – NON- FINANCIAL PERFORMANCE 121 9 GENERAL SHAREHOLDERS’ 4.1 The teams: talent 123 MEETING 305 4.2 Clients and partners 135 4.3 Citizen-consumers and society 140 10 ADDITIONAL INFORMATION 307 4.4 Business ethics 144 10.1 Documents on display 308 4.5 Environmental impact 148 10.2 Registration Document responsibility 4.6 Non-fi nancial performance and declaration 309 and assessments 153 10.3 Statutory auditors 310 4.7 CSR reporting methodology 154 10.4 Cross-reference table 4.8 Sustainable Development Goals 156 for the Registration Document 311 4.9 External audit report 158 10.5 Cross-reference table for the annual fi nancial report 314 10.6 Cross-reference table for the management report 315 10.7 Cross-reference table for the corporate governance report 317 WorldReginfo - 72940677-6a6f-4ea1-8e9e-3de663a3e7b0 REGISTRATION DOCUMENT 2018 ANNUAL FINANCIAL REPORT GROUP PROFILE Publicis Groupe is a world leader in marketing, communications and digital business transformation. Involved throughout the consumer experience, thanks to a unique integrated offering combining creativity, content, data analysis, consulting and technology. Publicis Groupe serves its clients through a unified organization that facilitates access to all its expertise worldwide. The organization is built around four Solutions hubs, Publicis 100 Communications, Publicis Media, Publicis Sapient and Publicis COUNTRIES Health, with a simplified geographical approach by country that makes it possible to offer clients the full range of services available in an unrivaled offering. Publicis Groupe continues its own internal revolution, transitioning from a communications partner to a true partner in their transformation. Satisfying client needs has always been the central focus of the business model. Founded in Paris in 1926, the Group operates in over 100 countries with over 75,000 employees across five continents. This Registration Document was filed with the Autorité des marchés financiers (the French Financial Markets Authority, or AMF) on April 16, 2019, in accordance with article 212-13 of the AMF General Regulation. It may be used in the framework of a financial transaction only if supplemented by a Transaction Note certified 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 Publicis Groupe SA website: www.publicisgroupe.com and the AMF website: www.amf-france.org 2018 REGISTRATION DOCUMENT 1 PUBLICIS GROUPE S.A. WorldReginfo - 72940677-6a6f-4ea1-8e9e-3de663a3e7b0 MESSAGE FROM THE CHAIR OF THE SUPERVISORY BOARD 018 saw Publicis demonstrate its ability to carry out a smooth and successful succession. I see this as a result of the thorough groundwork 2carried out beforehand with Arthur Sadoun. A succession is always a delicate moment, all the more so in a group like Publicis that has only ever had two CEOs in its ninety-year history. We are delighted to see that Maurice Lévy this transition played out in perfect harmony for our talent and Chair of the Supervisory Board clients and from the point of view of the Groupe’s future. Arthur Sadoun has surrounded himself with people of very high calibre on the Directoire and Management Committee, bodies that are constantly being enriched by new talent and that he is leading brilliantly to transform the Groupe. While this momentum remains to be strengthened if we are to The Supervisory Board cultivates real freedom of speech, achieve organic growth that meet our expectations, we have and diversity of opinion – that Elisabeth Badinter has always already reported record headline EPS this year. encouraged – is a great asset in the Board’s role of overseeing In my view, this performance is all the more remarkable given the Directoire’s management of the company. The terms of office that the global market is both difficult and uncertain, in every of Véronique Morali and Marie-Claude Mayer are about to expire, respect. I would therefore like to congratulate Arthur Sadoun, and I would like to thank them, on behalf of the Supervisory the Directoire and all the Groupe’s employees who put energy Board, for their important contributions to the Board and its and enthusiasm into their work throughout this year. Committees throughout their directorships. For many years, they have watchfully supported the work of the Directoire by way of Consumer behavior is changing faster than ever before. The their active participation at meetings of the Supervisory Board impact of new technologies - an increasingly integral part of our and its committees. Should the AGM approve the submitted daily lives – continues to modify habits and transform lifestyles. proposals, 2019 will see the arrival of new members that will Our clients have had to undertake deep, difficult and urgent make the Board increasingly international and independent : transformations. We have organized ourselves and invested Antonella Mei-Pochtler, Suzi LeVine and Enrico Letta. The Board accordingly, to help and support them through this challenging is eager to become more European and more international mission. while strengthening its independence by attracting high-profile personalities. 2018 also saw Publicis demonstrate its ability to win new We are delighted to see businesses in very difficult market conditions. This year, we were so exceptionally successful that we topped various new business that this transition played out in rankings, and won major businesses through pitches in which perfect harmony for our talent and the Power of One and our strategic game changers played a decisive role. The enthusiasm with which our new business clients and from the point of view of model has been received by our clients is impressive. We are now truly acknowledged as key partners in their transformation. the Groupe’s future. ” 2018 REGISTRATION DOCUMENT 2 PUBLICIS GROUPE S.A. WorldReginfo - 72940677-6a6f-4ea1-8e9e-3de663a3e7b0 MESSAGE FROM THE CHAIR OF THE SUPERVISORY BOARD And that is the rationale behind the strategic plan called Sprint Arthur Sadoun, along to the Future that we presented in March 2018. with the whole management team, It is essential that we accelerate our transformation if we are to achieve our objectives and so, Arthur Sadoun, along with has taken decisive strategic and the whole management team, has taken decisive strategic and operational steps in terms of the way operational steps in terms of the way we manage our large accounts but also to adapt our organizations and evolve our we manage our large accounts but working methods. The scale of these changes is so considerable that it requires clear vision, unwavering determination and also to adapt our organizations and relentless work, all qualities that the members of Publicis’ upgrade our working methods. ” Supervisory Board, Management Board and our entire management team have in common. I am convinced this work will continue to deliver results and that our organic growth will soon reflect the changes we have made. This year has also been marked by the heightened importance of I also have every confidence in our people – at every single level corporate responsibility in the decisions taken by our consumers, of our organization – to implement this strategy day after day. talents and investors.