Publicis Groupe S.A. (PUB) Earnings Call Transcript & Summary

May 29, 2024

Euronext Paris FR Communication Services shareholder_meeting 151 min

Earnings Call Speaker Segments

Maurice L?vy

executive
#1

Good morning, ladies and gentlemen, dear shareholders. I'm very happy to be able to welcome you here to our AGM that I will be chairing for the very last time as Chairman of the Supervisory Board. I'd like to ask Ms. Élisabeth Badinter and Mrs. Sophie Dulac as representatives of the shareholders with the most voting rights to accept to be scrutineers for this meeting. We would like to appoint Mrs. Celine Fronval, the Group Legal Director Secretary to the meeting and Ms. Monique Rex, who will assist her in the second room which we have created to accommodate the shareholders that cannot fit into this room. The second room is linked by video conference. That way, shareholders in the second room will be able to follow the entire meeting. They'll be able to ask questions. They'll be able to vote without having to leave the second room, and they will even hear the answers to their questions. This meeting is broadcast live on Publicis Group's website, and I would like to declare the session open and give the floor to Mrs. Celine Fronval, Secretary of the Assembly. Celine, the floor is yours.

Céline Fronval

executive
#2

Thank you, Mr. Chairman, ladies and gentlemen. The attendance sheet shows that the shareholders present represented or voting by post own 200,119,209 shares of the 251,176,459 shares, making up the capital of voting rights, 230,579,530 votes. As a result, the meeting has reached a quorum with 1/5 of shares entitled to rating the Ordinary General Meeting, i.e. 50,235,292 shares and 1/4 of the shares entitled to vote at the extraordinary meeting i.e., 62,794,115 shares. The general meeting can validate deliberate on both ordinary and extraordinary basis. I'll let you read the agenda on the screen. All of the documents required by current legislation, in particular, articles L225115 and R22583 and following of the French Commercial Code have been filed with the meeting. We would like to thank you for attending today. Remind you that a gift will be presented to each shareholder that has made the effort to come and join us today. This will be handed out at the end of the general meeting to every shareholder present. Mr. Chairman, I'm finished.

Maurice L?vy

executive
#3

Ladies and gentlemen, that is how one of our great ad campaign started. Dear shareholders, it is always a real genuine pleasure to see you all for our AGM. We've been doing this for years. It's a ritual during which we can meet and answer your questions, the most legitimate and the least legitimate questions. This is kind of like a family meeting, a family get together. And this year, again, thanks to the work done by our teams, our performances are excellent at this occasion. And what an occasion, a record-breaking occasion, as you will see in a few minutes when Arthur Sadoun presents the financials. Our performance seems to be ticking over like a Swiss watch, as Andre Kudelski you would say. And it almost looks easy. Because, indeed, for years and years, we have been regularly beating our own records. But let me tell you, it is not as easy as it looks. It requires continuous effort. It requires engagement and commitment from all of our teams. It requires the trust from our clients and a pioneering spirit from the very top to the very bottom of the organization. We need to constantly adapt, evolve, transform, invest, sometimes we're criticized for some investments, but these are how we can predict the future. So what can we do to guarantee that this machine will continue to run smoothly year after year after year. We need to create the conditions that would allow long-term success of the company. And this is one of the main concerns of Marcel Bleustein-Blanchet, our founder, who for a long time, prepared me to take over the reins. Then myself and Élisabeth Badinter worked hard leading to the appointment of Arthur Sadoun as the Chairman of the Management Board. And that is what we are about to do with the reform of our bylaws. As many of you know, I am very fond of this company that I joined in 1971. Many of you weren't even born then. And I have helmed it for 30 years or so. Marcel Bleustein-Blanchet welcomed me and from the very first day, trusted me and saw me as a friend. He was caring. He was my mentor. He guided me for years and years, and I have always been incredibly thankful and incredibly loyal to him. We work together perfectly. When he passed away, his daughter, Élisabeth took up his position as Chairwoman of the Supervisory Board. And together, we formed a duo of a different nature. We each played our role in our part. She was always the warden of the values and the independence of Publicis and a counterweight of an exemplary nature. Since I joined the company, I have done my best to give the company the best technology and to guarantee its development in France, than in Europe than in the world than into the digital space, but no further. I've always made sure that our fundamentals protect us from any major risk. I was very fortunate in being part of all of the major changes and shifts within the company. And I was able to work hand-in-hand with all of the teams. For nearly 20 years, although it wouldn't -- you wouldn't tell it looking at him, I can hear him saying a little bit no. But for 18 years now with Arthur Sadoun. Together, we are an effective duo very different from those comedy films that you might think of. We each have our own personality. We each play our role to perfection. And since Arthur Sadoun has been Chairman of the Management Board in 2017, he has been able to prove just how talented, how energetic he is and how able is to take the company to new heights. The transition or rather the successful succession, 2 of them at Publicis are an example to follow. The secret of such a successful change is very simple, but it is very rare. It's personalities that gel, qualities and talent that come together all around and brought together by strong relationships between the 2 people. It is indeed a rare thing, and it is a fragile thing. So it's important to safeguard all of those ingredients if we want to safeguard the future of the group. And that human touch that is so specific to us and that is rare and fragile as well. I care for this company and I care for its future. Therefore, it seemed very important to me to prepare for the end of my term and to provide a solution that would guarantee sustainability of the exceptional success of Publicis. The last years have shown that we have all of the ingredients for success and have shown our skills or so to use a cooking analogy, we have the chef's touch. If you look at what we've been able to do compared to our competitors, this is the only logical conclusion. I'm very proud of what we've done and the most important thing is that we continue in this way for as long as possible. That leads to the reform that we are suggesting you adopt. And we are, in fact, asking you to massively adopt this reform enthusiastically. This reform comes at the right time when we are up. Because as any good captain, and I might be exaggerating a bit by calling myself a good captain, but it's important to make changes when everything is going well. This is not rushed, despite what some people might be saying, I've been working on this for months. And myself, Élisabeth Badinter and Arthur Sadoun have worked on it in detail. The Supervisory Board has looked at every single detail of this with the support of our legal counsel. This is a beautiful reform. A shining example, which meets 3 major needs. A transition that is under control, succession and effective and balanced governance. Alongside the Supervisory Board and the Management Board, I am recommending that we go back to the [indiscernible] model that we had for 60 or so years and that replaced Arthur Sadoun at its head as Chairman and CEO. Arthur Sadoun has been able to show consistently and spectacularly his amazing managerial skills by consistently having us at the top share price of our field. A flagship company that France should be proud of, can be proud of and that France can continue to be proud of, thanks to our excellent performance. I'm fully aware, of course I am, that market trends, company trends and governance trends lead to separating Chairman and Director General functions. And in many ways, that's what we had with our management Board and our Supervisory Board, and it worked well. So why change something that's working well? Well, unlike what some proxy advisers might think, now if you don't know what a proxy adviser is, these are people who are consultants who advise shareholders what to vote for and how to vote. And generally, they've never actually seen under the hood of a company, and they certainly have never helmed the company. So they're not exactly the best people to give advice. But managing a company is not something that is just done based on standard rules and books. But thanks to what I call the H factor. So humans. And humans need to be in everything. A company is like a body, a human body where alchemy is what matters. People have always been present in the way we work and has always been part of our managerial choices. This is a company that has its roots as a family company and people, humans are at the heart of everything, especially in the world of communication and advertising. There's no other way to go about this. If you don't have psychology, human psychology emotions and people in your heart. That being said, we're not ignoring anyone. I'm not deaf, although I do go to the doctor regularly to check. We hear advice. We hear the risk of concentration of power. And therefore, we have decided to define a very well balanced governance structure with a Deputy Chairwoman who has always been vigilant and has always been attentive to the life of the company, especially when it comes to the interest of all the stakeholders of the company. Of course, I'm referring to Ms. Badinter. Also, by implementing a lead board member, who will be Mr. André Kudelski and their missions will be to work within the Board of Directors to make sure that power is properly balanced. They will be able to change the agenda. They will be able to meet with EXCOM and any executives, and they will be able to handle any potential conflict of interest. These 2 decisions, these 2 pillars of people next to our CEO, will contribute to governance. Once again, we want to be a shining example. And the committees working under the Board will be tightened up to address any issues effectively and independently. I will continue to support Arthur for as long as he will need me in any mission where I can be useful to our wonderful company. I will be appointed Honorary Chairman. I'm very happy for that title. And not only will I attend Board meetings where I will not be an official member. And I will also chair a committee on innovation and forward-looking. And it's not one of the Board committees. And I will be giving all of my support to Arthur working alongside clients and using my own network. In some ways, we're continuing our pairing although it's taking a different form. Some people think that this reform is actually quite useless because we'll both still be on board. That is true, and it's also not quite that true. It's true. So far as so long as it is necessary, I will be giving all of my support to Élisabeth Badinter, to Arthur Sadoun and to the company as it operates as it navigates its customer relations and as it decides on its future. So yes, the corporation will continue for as long as necessary. But I will be doing it in a different way, and there will be an independent governance structure. There will be strong, balanced and fully able to support the future of the company. In many ways, this is the best of both worlds. A certain future with the natural pairing at its head. This is why I am calling on all of our shareholders to massively support this proposal which will enable us to continue on the current dynamic. And I would like to thank you in advance for that. I would like to add that I am and will always be delighted to serve what I see as my home. For decades, and maybe a little bit longer still. I will continue to give all of my support, my energy, and I will contribute as much as necessary. Thank you.

Unknown Executive

executive
#4

Thank you, Chairman. So to be absolutely clear and start with that. I think that everyone know. No, no. I mean he's taken the floor. I didn't even give him that, you've noticed that. That's what power taking is all about. It's a coupe. Now you understand who the boss is. That's the difference. You give me the floor, I have to wait. You have the floor. I was going to start by saying something nice. No. seriously. I think that everyone in this room is counting on you for the coming decades, Maurice clear, and I'm more than everyone, thanks for that. Shareholders, ladies and gentlemen, good morning. Of course, I'm delighted to be with you today as is customary in all our meetings. I won't read out the documents that have been made available to you since April 24, 2024. I shall now present you a review of 2023, but also the outlook for 2024. Let's start with the 2023 highlights. Well, in 2023, we faced a still uncertain macroeconomic context, persistent inflation, high interest rates, very worrying conflicts, particularly in the Middle East and Ukraine. And this caused weight on our clients and therefore, on our industry. But in spite of that, in spite of these challenging context, as in '21, and in '22, 2023 remained a record year for your group. We were once again #1 organic growth in operating margin in new business and #1 in CSR. If I dive rapidly into the figures. First, in organic growth. You can see growth coming at 6.3%, well ahead of our competitors. There's one true reason for this outperformance, our activity and data and media, which combined delivered double-digit growth in large scale personalization. That Skyrocketing internationally published Sapient, but our creative business held at wellness challenging context. And this had us once again to be #1 on the operating margin. Now here again, a real difference with our peers. The sector average 15.6%, we're ending the year at 18%. We have this performance while sharing value tangibly with our people. Pay increase of 5% in 2023, was already 8% '22 and package for bonus variable compensation based on performance highest in the industry once again accounting 4% of revenue. Number one in new business that's becoming a habit. It becomes difficult. We have to win new clients. We're ending the year #1, first over 5 years. Our ability to connect data, media creation and tech. And lastly, Publicis rated 1 in CSR by the major nonfinancial agencies. Take a look at this film summarizing our activities. [Presentation]

Unknown Executive

executive
#5

Thank you. While so our operating results allow us to markedly outperform the French and U.S. markets. As you can see the past 12 months, Publicis was up 52% where the CAC 40 rose only 11%. More interesting is this, is that we managed over the past 18 months to clearly set ourselves apart from our peers share price growth, 18 months so 70%, Omnicom minus 0.6% and [ interpublic ] public minus 7%. Moving to the financials. Our net income revenue coming in EUR 13.1 billion, up 6.3% organic and 4.2% on a reported basis, the operating margin reaching 2.4%, up [indiscernible]. Our free cash flow before change WCR remains at very high 1.8% compared to EUR 1.7 billion in '22. This performance allowed us to reduce our average net debt by over EUR 250 million in '23. It now reaches EUR 430 million. Operating margin 18% in '23, it remains the highest in our sector. We have achieved this historic performance while continuing to invest in our talents with almost 4,000 net recruitments in addition to the 1,800 people who joined the group through the acquisitions in 2023. We're maintaining the same bonus envelope as in 2022, the largest in the industry. We also launched the first phase of our investment in artificial intelligence that amounts to EUR 25 million. The group once again demonstrated its ability to generate excellent level of free cash flow of EUR 1.8 billion in 2023 up on '22 and thanks to rigorous payments management. The change in WCR was stable over the year. We continue a policy, a target acquisition for a total amount of close on EUR 200 million, including Practia and digital transformation and Corra in trade. And lastly, after dividends and share buybacks totaling over EUR 920 million, we continue to reduce our debt that fell by EUR 275 million in 2023, all this while continuing to invest in our growth. Our average net debt was down by over 1/3 compared to 2022 to EUR 432 million. At year-end, we increased our net cash position EUR 909 million, up EUR 275 million on December 31, 2022. As you know, this figure is not representative of our financial position because net cash at December 31 includes cash that will be dispersed in the first months of the following year. That's why the average net debt is the most relevant indicator and the most widely used by financial markets as well as rating agencies. Two of them S&P and Moody's confirmed our credit rating at the start of the year, particularly after Moody's upgrade last year. So thanks to all these excellent results, we propose to pay a dividend of EUR 3.40 per share this year. This represents a 17% increase over 2022 and a 70% increase over the past 3 years with a payout ratio of 48.9%. Furthermore, we've chosen once again this year to pay our entire dividend in cash. We, therefore, defined a capital allocation policy for 2024 as follows: EUR 900 million in dividends paid in cash. Target acquisition of EUR 700 million to EUR 800 million with the ambition of strengthening our competencies in data, digital transformation and new media. Share buyback, around EUR 200 million to cover employee share plans. This allocation policies continued by Publicis over many years has created value for our shareholders, as shown in the total shareholder return of 180% since January 2020, about 30% per year. As you can see, 2023 was an excellent year for Publicis. And allow me just a few minutes really to kind of pat ourselves on the back here. Indeed, 2023 was a great vintage for Publicis front, headed by [ Agathe Bousquet ] who's in the first row here before leaving to meet a client. 11.3% organic growth in France and the current economic backdrop, you know that, that's a true performance. But [ Agathe and Marco Venturelli ] made Publicis [ Conseil ] agency of our founder, Marcel Bleustein-Blanchet is the leading French agency and second worldwide at Cannes Lions with great campaigns for great clients. Take a look at the orange campaign. [Presentation]

Unknown Executive

executive
#6

Thank you, [indiscernible] whole team I am going to briefly turn to the Q1 results, the outlook very good start to the year 2024 above expectations. Organic growth at plus 5.3% after a very good Q1 last year, very strong despite very challenging macro context, same recipe as last year. Epsilon, Publicis Media grew double digits, creative, holding up, thanks to new business. Publicis Sapient is gradually improving. Publicis Sapient is part of a sector that's suffering today that of IT consulting. What's interesting to note we look at our growth. Quarter after quarter, we continue to gain market share when we have growth of 5.3%, whereas our peers are well below. We're really demonstrating the superiority of our model, winning new clients, growing with our clients, and we continue to accelerate our growth and momentum shown over the past 4 years. We're confident -- hugely confident in the rest of the year. In spite of the context, I would emphasize that I think we're going to have a further year of outperformance versus our peers. Thanks to our unique model, of course, we confirm as we did in Q1. All our targets for '24 expecting organic growth of between 4% and 5% within reach and an operating margin of 18%, free cash flow between EUR 18 billion and EUR 19 billion. 2024 will also be the year where we will be placing AI at the heart of our model. I don't want to be too controversial here, but over the past 18 months, we've had everything and it's opposite about AI. There's one thing that's certain that it can help us in very specific areas, starting with large-scale personalized content, our ability to bring content to the consumer, the client very individualized. We wanted to share with Maurice the wishes for our 100,000 people this year, and you'll see they're very personalized. [Presentation]

Unknown Executive

executive
#7

Well, thanks. We haven't found the idea for next year. Getting complicated year after year. We will get there. So in January, we also unveiled strategy on AI broadly for the group as a whole with 2 goals continuing to accelerate our transformation and accentuate our lead on the competition. I'm going to summarize it in 30, 45 seconds because it's very simple. We're going to create a platform. We set up a platform, core AI, which we're going to connect all the data that publishes possesses all the individualized profiles that we have around the commute. Well, the millions of created content produced by our teams, the billions of media impressions throughout the world and all the code that Sapient supplies daily. We're going to use that core AI to connect it to all our businesses, media tech, but also our operations to make sure that each of our employees has super powers to continue to generate growth for our clients. In 30 seconds time limited, we have a video on that I invite you to watch where we set out our strategy in detail. You can either scan the QR code or just log on to YouTube Publicis Core AI lesson, but it's very interesting. I couldn't end without talking about the elephant in the room as one says. And the question that many of you are asking is why changing the articles of association. As Maurice said, wonderfully and a very talented way. I'm not going to attempt to do that. But I have asked someone who's pretty talented, has a smidgen of charisma to answer this question as to why change the bylaws, the articles of association.

Unknown Executive

executive
#8

[Foreign Language] To know that at Publicis, mostly [indiscernible] advertising, and he won't be able to contradict me. We've written it here because I believe it's important. The real reason we want to change the articles of association is because we want to keep our tandem, we can say a lot, but that's the reality. As Maurice said, our partnership didn't start in 2017 as on this picture where I was much younger. Maurice hasn't changed at all, and he actually wore the same color of suit so looks exactly the same. But actually, it started in 2006. This is a picture where there are no special effects in 2006. I became the President of Publicis Conseil the agency that Maurice also directed for many years, and that's when we started working together. That's a little party. We organized for our first successes, and that's an important point. I'm going to finish with that because it's a trade where men and women work together, and we have a very strong relationship with our clients, partnerships are very strong. And when I met Maurice when I started working with him, I immediately followed in his footsteps, there's not a single day where we didn't exchange an e-mail where we didn't meet where we didn't talk over the phone or over Teams and the 2 of us together with Publicis Conseil, we made it agency of the year, several years in a row, then Publicis Worldwide, we managed to go back to growth. And then Publicis Groupe, we made it holding company of the year in 2021. If you know the figures, it's interesting to have them all on the same slide. We've increased the group's net revenue by 40% over this period from EUR 9 billion to EUR 14 billion. Operating margin went up almost 60% and dividends went from EUR 2 to EUR 3.4 so a 70% increase. This has allowed us to change the dimension of the group. We were third behind Omnicom 7 years ago. Now we are #2 in 2023 when you look at net revenue. And we started the year by leading our industry in size as well. This has allowed us to have the highest market cap. This curve is interesting because it shows that our duo has done a lot over these years. We've taken difficult decisions and Maurice has started to take them very long time ago. We've taken difficult decisions. Sometimes we've paid the price. We've also had to face the COVID crisis. I remember the 2 of us were at the office alone. There was no one else, and those were not easy moments. First of all, because we were afraid for our colleagues, and you can see we are worth EUR 27 billion now, but we were EUR 4 billion at the time. We went through this crisis together. And now as you can see, we are very clearly picking up compared to our industry. This has a lot of value, and I hope you'll understand that as we change the articles of association, what we want to do is to make this trend sustainable. I want to thank you dear shareholders for listening to us and for supporting us. It's the eighth time I am present here before you. Certain years, it was difficult and some of you have been with us throughout. I want to thank, of course, the Supervisory Board and Élisabeth Badinter and Maurice Levy especially for their trust. We thank our customers for their loyalty. It's interesting to see that during this transformation period, we haven't lost any clients. We've lost very few clients, and we've won a lot. And we talked a lot about our duo. But it's the men and women of Publicis who have made our success through these very difficult years, and we are extremely thankful to them. Thank you very much. And dear Chairman. I give the floor back to you. So should I sit back down? Should I go into the audience? So I give the floor back to you. Thank you very much.

Unknown Executive

executive
#9

With this presentation concluded, you understand the reasons why the Board wanted to follow my suggestion of changing the articles of associations and entrust our future to Arthur Sadoun. I will now give you the report of the Supervisory Board. Ladies and gentlemen, dear shareholders, I would remind you that the information in the report on corporate governance which is the responsibility of the Supervisory Board is included in the universal registration document 2023, which was filed with the AMF on 24 April and has been available on the website since that date. I will therefore limit myself to highlighting the main points. On the 31st of December 2023, the Supervisory Board had 13 members, including which proves that 13 people around the table works. Two members were presenting employees, 45% of women, 64% of independent members and 73% of members of foreign nationality. To help it carry out its duties and contribute to the improving of corporate governance within the group, the Supervisory Board has 5 specialized committees. An Audit Committee, the Nomination Committee, Compensation Committee, Strategy and Risk Committee and an ESG Committee finally for environmental, social and governance issues. The Chairman of the Board's 5 committees will be reporting on their activities in a few moments. The Supervisory Board met 7 times in 2023 with an attendance rate of 99%. It's difficult to improve upon that. The Board's work focused mainly on the group's business, corporate governance, compensation of corporate officers, corporate social responsibility, risk management and strategy, of course. Throughout the financial year, the Supervisory Board was kept informed of important issues relating to corporate social responsibility. It monitored the main pillars of the group's CSR strategy, diversity and inclusion, responsible marketing and business ethics. And finally, fighting climate change. In addition, the Board was kept regularly informed by the Executive Board of results, budget forecasts and strategic directions, particularly in the field of AI. With regards to the financial statements of Publicis Groupe S.A. and the consolidated accounts, the Management Board provided the Supervisory Board with its report and the corporate and consolidated accounts for 2023. The Supervisory Board reviewed these reports, noted the Audit Committee's opinion on the financial statements and held discussions with the statutory auditors. The Supervisory Board accepted the Managing Board's proposal to distribute a unit dividend of EUR 3.40 per share for 2023 compared to EUR 2.90 for 2022. This will be paid out in cash. Having received all relevant information, the Board had no specific comments to make on the financial statements. Once again, the Supervisory Board would like to thank Arthur Sadoun and all the group's employees for the excellent results of the group. The Supervisory Board approved the Executive Board's proposal to renew the delegation of authority and financial authorizations submitted to the General Shareholder Meeting. We, therefore, invite you to approve the resolutions that will be submitted to you, especially those relating to changes in the company's governance structure with the creation of a Board of Directors in place of a Management Board and Supervisory Board. In this new structure, Arthur Sadoun, as I have said and as I repeat once more, and I'm very happy about this. So I must say it over and over again. Arthur Sadoun would become Chairman of the Board of Directors and Chief Executive Officer. Ms. Élisabeth Badinter would be Vice Chairman of the Board, and I would be appointed Honorary Chairman. A lead director position would be created to strengthen the balance of the new governance structure in line with the recommendations of the AFEP-MEDEF code and international practice. It would be appointed to -- André Kudelski would be appointed to that position. But an amendment of the Articles of Association is proposed in order to include all relevant provisions relating to this change in addition to over drafting adjustments. This information has been detailed in the notice of meeting brochure and in the Executive Board's report on resolution, both of which are available on our website. In this context on the recommendation of the Nomination Committee, the Supervisory Board has decided to submit it for your votes, the appointment as directors of all current members of the Supervisory Board with the exception of myself who did not wish to be elected to the Board. We will also propose to nominate Arthur Sadoun as Chairman of the company. It is, therefore, proposed to you that you renew your confidence to the members of the Supervisory Board so that they can continue to contribute their expertise and experience to the Board of Directors. They would be appointed as Board Directors for 2 to 4 years to prevent all of the Board to be up for renewal. And so we proposed to name for 4 years, Mr. Arthur Sadoun, Ms. Élisabeth Badinter, Ms. Sophie Dulac, Mr. Thomas Glocer, Ms. Marie-Josée Kravis and Mr. André Kudelski. For a period of 3 years, Mr. Jean Charest, Ms. Suzan LeVine and Ms. Antonella Mei-Pochtler. For a period of 2 years, Mr. Simon Badinter and Mr. Tidjane Thiam, who unfortunately is not with us today. He is held up by a funeral in Africa. Each proposed candidate is the subject of a separate resolution. If you decide to adopt the management method by Board of Directors, you will be asked to vote on each of these nominations. For your information, the group committee that met on the 13th of May will nominate Patricia Velay-Borrini and Pierre Pénicaud as members representing our employees within the Board of Directors. They were appointed for a term of 4 years until the 12th of May 2028. Should this change be rejected, the Supervisory Board would remain in place and -- on the recommendation of the Nomination Committee proposes that the terms of office of the members of the Supervisory Board expiring on the date of this general meeting be renewed for a period of 4 years. We are talking about Ms. Sophie Dulac, Ms. Marie-Josée Kravis, Mr. Thomas Glocer and Mr. André Kudelski. After a long and rigorous process, it has become clear to all that this change was the best way to prepare for our future. We call upon you to support this change in our governance structure with your votes. And now I give the floor to Mr. André Kudelski, Chairman of the Compensation Committee, who will present the activity of his committee. Andre?

André Kudelski

executive
#10

Thank you, Mr. Chairman. Thank you, Maurice. In 2023, the Compensation Committee held 5 meetings with an attendance rate of 100%. The committee's work is described in the 2023 universal registration document. So this morning, I will only mention key elements to highlight the resolution put before this assembly. Assuming that the proposed change in governance is adopted, the compensation policy for members of the Board of Directors, including for the Chairman of the Board, would be identical to that previously enforced for members of the Supervisory Board, except that a fixed salary of EUR 30,000 would be paid to the Lead Director. Mr. Arthur Sadoun's executive compensation would remain the same. He would receive it as a member of the Board just as every other simple member. With regards to the compensation of the Chairman of the Supervisory Board, the Board recommends, in accordance with the policy adopted in May 2023, that Mr. Maurice Lévy's compensation of EUR 1.3 million for the financial year be paid out to him. You will also be asked to vote on the variable compensation of the Executive Board in respect to 2023, which is based on demanding criteria, certain [ set in advance ] and specific to their responsibilities, the committee has carefully assessed the achievement of goals set by Mr. Arthur Sadoun and has made the following recommendations in order to allow the Board to determine the total compensation of the Chairman of the Executive Board. The group's organic revenue criteria was exceeded by a very wide margin Publicis having gone above and beyond all expectations in terms of growth. For operating margin, we have also met targets and exceeded them. In terms of corporate social responsibility, the goal of diversity, equity and inclusion has been met. And when it comes to fighting against climate change, we have surpassed our aims. In regards -- in view of the exceptional quality of Mr. Arthur's work, his variable portion for 2023, is therefore 145% of his yearly target variable compensation. For the other members of the Executive Board, achievement of all or almost all of their targets for 2023 would allow them to receive in the case of Anne-Gabrielle Heilbronner 106% of her target variable annual remuneration. In the case of Michel-Alain Proch, 96% of his target variable annual compensation. Until the change in governance in the case where it is adopted, for the first months of 2024, the Compensation Committee of members of the Board will remain unchanged. For Mr. Loris Nold appointed on the 8th of February 2024, the Board wish to maintain his compensation as defined before he took office. Lastly, the committee decided -- in the case of Michel-Alain Proch to waive the noncompetition clause since he resigned to join the London Stock Exchange Group and all performance shares awarded to him have been canceled. Thank you very much for your attention. Dear Chairman, I return the floor to you.

Maurice L?vy

executive
#11

I would like to thank you, and I give the floor to Jean Charest, Chairman of the Audit Committee, and I must say that when we have a Board meeting, it is an absolute delight to listen to Mr. Jean Charest's report. Unfortunately, since he is a very serious, you will not be able to enjoy the fun part of his report. Dear President of the Audit Committee, you have the floor.

Jean Charest

executive
#12

Thank you very much. As you're very aware, flattery always works with me. It doesn't even need to be true. So as long as you look like, you believe it. And Maurice is very good at looking like he believes in the flattery. We met 6 times during 2023 with an attendance rate of well, even higher than the Supervisory Board, which was 99%. We had a 100% attendance rate. This is thanks to the members of the Audit Committee, 5 independent members, Suzan LeVine, Tom Glocer, André Kudelski, Tidjane Thiam and myself. The committee is also assisted by an expert, Jean-Michel Etienne, who is with us as well. We examined the group's parent company and consolidated financial statements, reviewed the accounting methods and looked at the group's cash position. The committee also ensured the independence of the statutory auditors and the proper performance of their duties. The committee reviewed and authorized the fees for additional assignments entrusted to the statutory auditors. It took part in the selection of new auditors to replace Ernst & Young and others. Ernst & Young's term is expiring at this current AGM. And therefore, we have made a recommendation to the Board for a new statutory auditor. The statutory auditors presented their methodology, their audit scope and the details of their work to the committee. The main litigation cases are fewer in number, given the size of the group, and they are presented at each meeting. The Audit Committee closely monitors negotiations with the American states. And we recommend that the Supervisory Board supports management in their decision to sign a global agreement, considering that this option was in the best interest of the company whose good faith and cooperation have been recognized by the U.S. authorities. We're also informed on any ongoing investigations or request for information, if there are any. The committee informed the Board of the results of the procedure for assessing the agreement entered into by Publicis Groupe S.A. relating to current transactions concluded under normal conditions. The committee monitored the development of the group's internal accounting and financial control system. This system is based on a monthly self-assessment process and on dedicated teams that test the effectiveness of key controls at appropriate intervals. The overall assessment was presented to the committee and shows that the level of internal control is satisfactory in 2023. Group internal audit completed in 2023 exceeds the set of objectives. The committee approved the internal audit plan to 2024, which includes a reinforcement of IT audits. The implementation of the recommendations by internal audit is being closely monitored. In April 2024, the certification of the internal audit department already obtained in 2017, 2020 and 2023 was reconfirmed by the French Institute for Audit and Internal Control, IFACI. This attests to the quality of Publicis' internal audit, which the committee welcomes. The committee is regularly informed of alerts, fraud and attempted fraud, of which the group is aware. A summary of the anticorruption controls identified in the branches is presented every 6 months, every semester as part of implementation of the so-called Sapin II law. No confirmed cases of corruption were uncovered. Finally, your committee reviewed the risk map of the group and the map of ESG risk. We took part in the work to appoint a sustainability auditor as well, and we were informed on regulatory developments on ESG issues. Throughout the year, the committee reported to the Supervisory Board on the performance of its duties. Ladies and gentlemen, thank you for your attention. And Mr. Chair, I would like to give the floor back to you.

Maurice L?vy

executive
#13

I'm grabbing the floor, right? It's always nice to listen to Mr. Jean Charest because he doesn't even have a Quebec accent, which is really nice. Thank you very much, Jean, for that presentation. And without further ado, I would like to give the floor to Marie-Josée Kravis, the Chairwoman of the Strategy and Risk Committee, who will present the work of the committee that she shares. I would also like to take this opportunity to remind you that following what we have implemented, Mrs. Marie-Josée Kravis would remain as an independent member of the Board.

Marie-Josée Kravis

executive
#14

Thank you, Mr. Chairman. It's not always easy to follow Jean Charest's Act and also the Chairman himself, but ladies and gentlemen, shareholders, the Strategy and Risk Committee, which I have the honor of chairing is made up of Mrs. Antonella Mei-Pochtler, Mr. Maurice Lévy, Simon Badinter, Tom Glocer, Pierre Pénicaud and Tidjane Thiam. It met twice in 2023 with an attendance rate of 93%. The committee's work is described in detail in the [ URD. ] The committee examines the major strategic and development opportunities as well as the risks faced by the company and the measures taken to manage these risks. When it comes to ESG risk, we work with the ESG Committee. And as Jean Charest just said, we work more and more with the Audit Committee as well. Throughout 2023, the committee examined the group's strategy in light of the global macroeconomic and geopolitical situation. We heard [ Jeanne Lorenzi ] on economic issues, and we examined the geographical footprint of Publicis' activities given the significant role played by the U.S. in our operations. The committee is also working on new technological frontiers, analyzing in detail the challenges posed by the rapid changes in our business and the strengths of Publicis in this new context. The company is well positioned, particularly when it comes to identity, production of personalized content, as you were able to witness yourself earlier, Retail Media and CRM. So managing client relations. Once a year, the committee examines updates to the major risks map for the group and the measures implemented to manage these risks. Growth and inflation forecasts are improving, but do remain below historical averages. Our customers are affected by these uncertain geopolitical and economic conditions, which may lead them to be cautious or conservative in their spending. The highly competitive dynamics of our sector remains strong. Furthermore, the management of personal data is subject to an increasingly restrictive and fragmented regulatory environment, increased stakeholder scrutiny as well and new challenges with the growth of AI. 2023 was marked by a full in the talent turnover rate for the second year running. And by a more or less easy return to office depending on the country. Publicis is mobilized to get employees back to the office in a predominantly creative industry, where sharing and being together are extremely important to the quality of work and also important to the quality of relationships between employees and their links to the company. The global shortage of key skills such as in AI is something that has drawn our attention. Even if the risk is moderate for Publicis, thanks to our very strong ability to attract talent. The committee was informed on the ongoing work to quantify cybersecurity risk, which is helping to improve the way we handle investments and our insurance coverage. The committee stressed the crucial importance of properly managing these risks in a context where attacks are increasingly more numerous and hackers are becoming increasingly sophisticated. The committee also examined the risks and opportunities associated with the use of AI. The committee examined the mapping of ESG, so environmental, social and governance risks. This work did not reveal any very high category risk scenarios. And the committee also heard an update on the implementation of our group's compliance plan. Thank you very much. Mr. Chairman, I'd like to give you the floor back.

Maurice L?vy

executive
#15

Thank you very much. And without further ado, I would like to give the floor to Ms. Élisabeth Badinter, Deputy Chairwoman of the Supervisory Board and Chairwoman of the Nominations Committee that she chairs.

Elisabeth Badinter

executive
#16

Thank you very much. In my capacity as Chairwoman of the Nominations Committee, I would like to summarize our activities. The committee is made up of 6 members, 4 of whom are independent. Mrs. Marie-Josée Kravis, Mrs. Suzan LeVine and Mr. Jean Charest, André Kudelski, Maurice Lévy and myself. The Nominations Committee met 3 times during 2023. Our attendance rate was 100%. As we do every year, the committee reviewed the composition of the Board, and we assessed the level of independence of its members in accordance with the criteria set out in the AFEP/MEDEF code. The Board has 7 independent members out of 11, a 64% ratio. That is excluding the 2 board members representing employees who are not included in that calculation fully compliant with the applicable regulations. In 2023, the Nomination Committee recommended the renewal in terms of office to the Board of Directors for the terms that would come to an end in the 2023 AGM. So Mrs. Suzan LeVine and Antonella Mei-Pochtler. And the AGM renewed their terms. At the close of 2023, the AGM in 2023, the committee reviewed the composition of the committees and recommended the committees be renewed in their current form. The committee also initiated a review of the composition of the Supervisory Board with a view to ensuring the succession of members and enriching the skills represented on the Board. The Nomination Committee monitored the selection process for a new member of the Executive Board and recommended the appointment of Mr. Loris Nold to replace Mr. Michel-Alain Proch as the group's CFO and member of the Executive Board, whose term of office expired on the 8th of February 2024. As part of the discussions held by the Board in 2024, we addressed the changing status of Publicis Group, moving towards that of a public limited company with Board of Directors. The -- as part of this, the appointment committee submitted to the Supervisory Board, the proposals described by the Chairman on which you are asked to vote. These proposals were made in order to strengthen the balance of power in the context of a unified corporate governance structure. As part of this, the committee recommended the appointment of an independent lead director and also recommended simplification of the committees. Ladies and gentlemen, thank you for your attention.

Maurice L?vy

executive
#17

Thank you, Madam. I'd now like to give the floor to Mrs. Suzan LeVine, who will be presenting the ESG committees activities? And I have to tell you that she has been attending French classes. She's going to be speaking in French. It's quite remarkable the progress that she's been able to make, and I'd like to sincerely thank you for making that effort.

Suzan LeVine

executive
#18

Thank you, Mr. Chairman. Good morning, ladies and gentlemen, shareholders. The committee focused its work on regulatory developments to prepare for the entry into force of the European Corporate Sustainability Reporting Directive, CSRD. This framework is imposed by the European directive, and it makes nonfinancial reporting as demanding as financial reporting. Publicis Group has reviewed its CSR risk mapping and has carried out a dual materiality analysis. These exercises have confirmed Publicis' priorities for action. In 2023, the committee was made up of 4 members, Sophie Dulac, Antonella Mei-Pochtler, Patricia and myself. Half of the members are independent. And we met twice with an attendance rate of 88%. First of all, I would like to say that the committee is very encouraged by the appointment of a Chief Impact Officer reporting to the CEO to steer ESG at the global scale. I'd like to remind you that the priorities of this individual are diversity, equality, inclusion and the fight for social justice. Secondly, fighting against climate change; thirdly, responsible marketing and business ethics. These priorities are based on the group's history and values, and they meet the expectations of its stakeholders. On diversity, equity and inclusion, Publicis will have 43% women in key positions in 2023. Our target is 45% in 2025. In United States, Publicis is making progress in the ethnic diversity of its teams, in line with the obligations the company set itself in 2020. The committee examined the specific characteristics of the American market, where the group employs more than 25,000 people. Publicis deployed a tool to identify any gender-based pay gaps. The committee has been informed of the analysis carried out of -- on more than 60% of our workforce in 2023, and we did not reveal any significant gaps. On climate, the committee examined Publicis' action to achieve its objectives for 2030 and then 2040. Publicis objectives validated by SBTI, science-based target initiative, are to reduce its carbon impact by 50% by 2030 and 90% by 2040. And to be net 0. Publicis has also set a target of using 100% renewable energy from direct sources by 2030 and has already exceeded 60% this year. Business is growing strongly in 2023, and the group's carbon footprint in 2023 is, therefore, slightly higher than 2022, but it is 30% down versus 2019, which is our reference year. The group is, therefore, in line with its trajectory. The group has joined the Monrovia and the Texas Climate Fund, investing EUR 20 million in it in order to stabilize its supply of carbon credits for the next 15 years. Finally, the committee took note of the first assessment of the group's impact on biodiversity. On responsible marketing business ethics, the committee monitored progress on 2 major initiatives specific to Publicis. The once and for all correlation in the United States in favor of media aimed at ethnic minorities, the proprietary A.L.I.C.E carbon calculator is now used by more than 250 clients or brands in 50 countries. Publicis is the only group equipped with such a tool. In addition, the Executive Board plus shared its conclusions on the corporate purpose in the internal seminar in December based on the motto that you already know, vive la de france. Supporting change constructively and enthusiastically using creativity and technology to serve the needs of individuals and businesses, we're able to reconcile the immediate desires with long-term impact. In conclusion, the committee welcomes Publicis leader position on ESG. Your group is the best rated in the sector by 8 out of 10 rating agencies. I would like to thank you for your attention, Mr. Chairman.

Maurice L?vy

executive
#19

Yes. Thank you. As I said, yes, congratulations. Thank you. Thank you, Suzie. Over now to our statutory auditors, the reports are available on the website. You have the floor, madam.

Unknown Attendee

attendee
#20

Thank you, Chairman, ladies and gentlemen, shareholders, I'm pleased to report on behalf of the statutory auditors made up of Ernst & Young and KPMG, the reports that we've drawn up to your attention in respect to the financial year ended December 31, 2023, reports submitted to you on the annual consolidated financial statements concern the related party agreements and resolutions pertaining to capital transactions. They were made available to you by the company or they'd be found in a universal registration document, 2023 as the Chairman has just indicated. And I propose to summarize the highlights of those. Regard our reports on the annual and consolidated financials set out in the first and second resolutions, we certified that said financials pertaining to the year ended December 31, 2023, true unfair in respect of the accounting baselines and faithfully reflect the financial situation and the assets of the company at the end of year. As part of our assignment, we focus specifically on some key audit matters that we deem the most sensitive in arriving at our opinion. In this regard, we considered that revenue booking, assessing goodwill and intangible assets, the booking and assessment of provisions for risk and disputes, uncertain tax liabilities concerned key audit matters on the annual financials, we considered the assessment of holdings held by your company constituted the key point of our audit. In respect now the fourth resolution of your AGM, we've issued a report on related party agreements and inform you that we've been notified of new -- no new related party agreement concluded during the past year to be submitted to the AGM. We have been informed of no previously approved related party agreement that continued in respect of the past year. Under the extraordinary general shareholders meeting, we issued 4 reports on resolutions authorizing transactions that might have an impact on the capital of your company, and we have that issue you to report the delegation of authority pertaining to the issuing of ordinary shares and/or securities with maintenance of preferential subscription rights set out in Resolution 16 through 20 and 22, 23. We also ask you to report on the authorization to grant existing or [ issued ] free shares reserved for employees set out in the 24th resolution. We also drew up a report, the delegation of authority pertaining to the issue of ordinary shares and/or securities reserved for employees who are members of a company savings plan set out in Resolution 25. Lastly, we dropped a report the delegation of authority pertaining to the issue of ordinary shares and/or marketable securities with cancellation of preferential subscription rights for certain categories of beneficiaries as part of employee savings plan set out in the 26th resolution. We have no observations to make on the arrangements for these transactions. Certain issue conditions haven't been finalized, will draw up additional reports when that is decided by your Board in due course. Thank you for your attention. Chairman, back to you.

Maurice L?vy

executive
#21

Thank you for that. And let me say that we have received a few written questions. And of course, we have answered those and in accordance with provisions in force. Answer to written questions as well the questions will be made public on the Publicis Group website on the section AGM. We will now -- if we could have the have slides on, please. Thank you. Now we're going to give you the floor, and we will answer all your questions.

Maurice L?vy

executive
#22

[Foreign Language] Don't pass the Board until I've instructed you to do so. Let's start with the person at there, please. And then I'll indicate to whom you should give the floor.

Unknown Analyst

analyst
#23

I represent the association for individual share ownership. We fully share your view about the proxies and we'll, therefore, vote in favor the resolution submitted. I have 2 observations and one question. First observation. For the birth rate to increase, doesn't follow that South Korea that's very low. I read an excellent book entitled Gentlemen, one more effort. My second observation, Mr. [ Sadoun ], you've just been wonderfully elected Director of Carrefour, the retailer no doubt as to your power of influence, we have no doubt as to your great power of influence to arrive as to the Chairman of Carrefour. Should stop confusing AGM with a platform for NGOs and union meetings. Turning now to my -- so question, I duly noted your results that were perfect that compare extremely positively with those of your peers. I looked at your lion that's fully connected, has beautiful eyes of a very winsome color, which means that you're using data every which way. So on your results due primarily to the fact that you're the best to transform data, thanks to algorithms to transform into commercial package is perfectly sellable to your clients. And are we at the beginning of this new era? Or we -- in the middle of this new era?

Maurice L?vy

executive
#24

Well, thank you. Well, we won't answer your observations, and I congratulate for being interested in [indiscernible] book. Arthur is going to answer your point about AI and its use in our proposals.

Arthur Sadoun

executive
#25

Thank you for your questions. Actually, there are 3 ingredients at the heart of our success today. Of course, there's tech and data. We said extensively, major investments, investments that kicked off just over a decade ago and the leadership of Maurice Lévy after the internationalization and digitization. Maurice trend decides on the data and tech with Epsilon. That's just 1/3 of our success. The second third is that we radically appended [indiscernible] two, kill off the silos in our create what we is called the power on people collaborate better to deliver integrated solutions to our clients. And thirdly, our people, of course. I mean, I think that -- and one of the things I'm most proud of today, I truly believe that we don't just have the best tech and data, not just the best organizational. We've got the best talent. We spent a huge amount of time retaining, growing and attract the best talent. I think are 3 points in the DNA of Publicis and its genetic maker. It's been a leader in terms of taking risk for its organization and to have the best talent where it operated. I think that turn to your question, we're really in the foothills of a new stage. We need to be careful about everything that's been said about AI. They're very specific points where it can assist us, others is going to take time to get started, but it's true that we're far better prepared than our peers are to do -- to make AI key components for 2 reasons, and I'll stop there. There's no AI without data. If you don't have the insight of your clients and it's pointless. There's no AI if it doesn't flow through the organization, simplified structures enables us to do that.

Maurice L?vy

executive
#26

Question, number two, if you could give -- hand the mic front to the person over there. Thank you.

Unknown Analyst

analyst
#27

Yes, well, really, I wanted this -- the loin with the main there in this, how did that emerge, you're becoming a consultant. What's your take on the advert in 10 years' time, the gap going to capture value data? What will our world look like 10 years? There was a merger on the cards, Publicis with Omnicom, Publicis over those M&A plans. Are they going to come back into the older bigger to become better and stronger, but it's not always the case.

Maurice L?vy

executive
#28

Well, the lion has 2 origins. First origins of course the fact that Marcell Blostein Boucher was born under the sign of Leo, so he was really attached to his astrological sign, and he made the symbol of Publicis. Let me let you into a secret today as I -- well, we said no. Okay. So today, as this is a family-friendly AGM, I'm going to let you into a secret. Publicis has created huge amount of logos. The only logo that Publicis has not generated is that of the lion? And it's true, Marcell Blostein Bouche fell in love of a jewelry produced by Van Cleef & Arpels that was a cufflink. And I had the lion with this rose that you see on the logo, you see it as the drug store that has been our logo since 1958. And so, of course, we're displaying it and helping it to flourish in several ways. You see it a leaping lion because we leap on the attack because that's the character of Arthur, I mean he's -- he's always on the attack with an eagle eye. Because it's better to have eagle eye than a droopy eye. So it's so simple, well, as to the future, I mean, if you hear until tomorrow morning, we can talk about this because it will take a while, but put simply, and briefly, we're going to have an absolutely extraordinary decade ahead of us. It's going to be dominated by artificial intelligence. And from what we see and learn, well, AI will represent a market that will be more or less equivalent to what the Internet market was and will prompt disruptions in the functioning of businesses on a symbol scale, if not more, in fact, far more because AI will be everywhere. And will lead to the rethinking of the organization, how it operates its performance, its efficiency and productivity. So day factor, we're going to end up with capabilities and possibilities are playing crucially important. You need to know that after Sadoun has earned an outstanding reputation when he came to power sweeping -- well, when he came to power at Publicis, sweeping away old habits, he decided to create a platform called Marcel. And this -- well, platform, we needed to invest and to really to prompt an electro shock. He decided that following year, we wouldn't attend the ad festival in Cannes, I mean that created an uproar in and itself a tremendous reputation in doing so, but it was a way of seeing spot on because this platform is staffed with AI and has allowed us, hence forth, to be ahead of the pack. Now of course, what we need is to maintain this. The problem is that when -- in technological change, what we learn from the word go from the start is that it never ends and what Publicis has been able to do is to never stop. And now as to M&A, well, you have a very good memory, it was back in 2013, and we decided to merge with Omnicom in order to create the critical mass in order to go head-to-head with the big international platforms and to collaborate with them on an equal basis or at least if not on an equal basis, at least to strengthen our hand. So we suffered a setback. I mean, I suffered a setback because we soon realized that those we were going to team up with didn't have the same vision of what merger amongst equals was all about. They understood ego in the -- equal rather than ego. In fact, it's ego equal in the French sense amongst equals. So we parted company, we invested a bit later in Sapient, which allowed us to quite spectacularly win on the tech front, an ability to leverage our tech strengths, and that worked wonderfully. So that's what we can say about that. We've got room #2. And in room #2, we've got shareholders and we're now going to give the floor to room #2.

Unknown Shareholder

shareholder
#29

[indiscernible], individual shareholder. Mike, congratulations for your excellent results. First and foremost, I have 3 questions, if you would. The first one concerning your feedback on AI, it seems positive. But could we know what were the possible setbacks -- the possible issues you've run into and things we should be cautious about. Second question concerning your incredible dual with Arthur Sadoun and Maurice Lévy, which really makes me think of the dual between Charlie Munger and Warren Buffett with the success that it implies. So how do you keep a dual running like that for such a long time in France. Third question, on your business model, what is the relationship between all of your very numerous subsidiaries because there's $344 million to $348 million. Is it synergy competition, both at the same time? Finally, Mr. Levy, I would like to congratulate you for the final addition of VivaTech. My question is how can you find the daring to arrival at the Las Vegas CS?

Maurice L?vy

executive
#30

So I'll start with the final question because it will lead to answering the first one, not because the last will be the first, as it was said in the gospel. But yes, the VivaTech edition was quite extraordinary. It was launched on the basis of 2 ideas. The first is when I co-signed the report on the digital economy with Jean-Pierre Jouyet in 2006, we recommended very strongly the creation of an event that could be a sort of catalyst in Paris and France. When it comes to technology, I found it was really key. If we wanted to give France status in terms of start-ups and innovation, fortunately, it wasn't implemented. And a few years later, thanks to one of our collaborators who is here in the room for the 19th birthday of Publicis, she suggested that we invest in 90 startups, which is what we did. And we ended up having 6,500 start-ups that participated in this competition. And connecting both ideas, I thought it would be interesting to invite them and to make a big start-up event. And along the way, we met [indiscernible] and we've built what is today the first global event in the sector. And this year, we 40% of our discussions, which have revolved around AI. And so yes, we've had a huge amount of debates and we've had a fascinating conversation with an AI professor which -- who has the Turing prize, which is the equivalent of the Noble prize in the domain of AI, Professor Yoshua Bengio, who is a Canadian, Yes. Yes. Yes, Mr. [indiscernible]. And the question I asked him was what can go wrong? And why is it -- why is he so cautious when it comes to AI? From this conversation, emerged 3 big ideas which were confirmed by Elon Musk, who was very conservative during our debates and very productive. The first -- the 3 big ideas are the following. First of all, the border between real and fake. AI is so crafty when it comes to changing, to creating the illusion of truthfulness, it can -- because of that create very serious issues, first of all, with crimes, fraud, grift but it can also -- it can also interfere with democratic life. And so this is a danger that it exists and which is very significant. The second danger which was mentioned, is that of employment, jobs. AI can do things that men do. Thus, how do we ensure that jobs can continue to exist and continue to develop. And there are very serious studies that were made both by McKinsey and Price Waterhouse Cooper and both of them concluded -- both of them reached relatively similar conclusions, which shows that they can be in competition but reach similar conclusions. And their conclusion is that AI can be a way if men and women adapt and can be trained, it can be a way to improve their own lives, their own situation by having jobs that are better paid and that they are enriched. The final point is how far can AI go and can AI replace man in cognitive functions. And when it comes to artistic creation and we are still very far away from that. Concerning Publicis, the risks and the possible pitfalls, primarily concerned fraud, privacy and the rights of individuals to their own image, and we are extraordinarily cautious and vigilant. I always say that one of the great qualities -- one of the great advantages of Publicis is that we were born in France because since the '70s, since the end of the '70s, I believe, '78, we've created the Enel, which has ensured that companies are very careful when it comes to protecting data and we are probably the country that pays the most attention to these issues. And I will now give the floor to Arthur considering our business model, but he's going to be talking about the duo as well, and I will add to his answer. Just 1 more word on AI. We especially love the orange use case we showed you because it's a good demonstration that we remain a company of ideas, and these ideas are generated by men and women. This Orange campaign is incredible because the idea behind it is incredible. AI allows us to execute on it, but without that idea, AI is worth noting to us, and that's true for everything. And second point I want to highlight is that the strategy we implemented a few months ago is that if AI is not harnessed in service of our employees, then it becomes dangerous. AI is useful when it comes to making our staff more innovative, more effective with AI. There's a number I like a lot. When we started using AI on Marcel, we had 77,000 employees. A few years later, with AI at the core of our model, there's over 100,000 of us. On the question you asked considering the different entities, it's -- our different companies are very well connected. There is no competition between them, and that's why we broke down the silos per entity, financial silos to ensure that we can incentivize them to better work together. This allows us to better operate for 3 reasons. First of all, is because we managed to do economies of scale because we concentrate all of the back-office functions. It helps us grow because we're connecting data, media creation, technology, which allows us to make growth of our clients, but also gain new businesses and finally, by connecting all of the data we have in the different entities, we have a leg up when it comes to AI. What about the Duo? Why does it work? That's the question that was asked. You have to listen to the questions. Well, I think it works for several reasons. The first, which is probably the most important one is that we've created a strong relationship based on trust. We share on everything. We talk about everything. We agree on almost everything. And when we don't agree we debate until we find a solution. No, well, I see another demonstration this afternoon that you've decided on something we didn't agree on. So the second thing is what I wanted to express for the graph you saw is that we've had good and bad times for the last 18 years, and that really counts. We're very happy of where we've ended up today. We're going to continue do everything we can to continue to accelerate and AI and our offer will allow us to do so, but we've also been through tough times. And I think it's really brought us closer and it gives our Duo a lot of strength. Finally, we have the same vision of our business. It's a vision which is focused on our clients, on our employees, the priority is to take care of our clients to make sure that our employees also have personal individual growth, and I believe that these values bring us together. I have nothing to add to that, except to say that the image you used, which is that of Warren Buffett and Charlie Munger is -- they had 2 massive advantages over us. The first is that they are immensely rich and there's no way in hell we'll ever catch up. And the second great advantage they had is that they were a lot older. Which is very encouraging because that means that it can go on for a long time still. Let's move on to the next question. One over here.

Unknown Analyst

analyst
#31

Yes, Mr. Jean de individual shareholders. I have a couple of comments. I think it's a shame to change the statutes because we do it in the interest of Duo and I believe we could have kept it working in a different way. I would have [indiscernible] the family as the chairperson for the Board. In the Supervisory Board we've seen a change in compensation. And when you will be Honorary President, what will be your compensation? I believe that what's planned is a contract? Is this an amount will vote upon next year? And finally, I had a comment on your Board members in your reference document in front of each director is indicated the Presidents, for each individual for each meeting, which is very useful compared to a global figure. And I had a question about Ms. Kravis, who's been an independent administrator since 2010, and she's gone over 12 years. So there was an explanation on Page 74. I would like you to repeat it for the room. Which is an explanation on Page 96, and I think it's a very interesting explanation, which tells me that Ms. Kravis, despite the fact that she's been on the Board for 12 years, is still independent.

Maurice L?vy

executive
#32

Thank you for your comments. Concerning the title of honorary Chairman, there is no compensation for it. And indeed what I can do side-by-side with author or the company, will be done within the context of a service contract. So I'll tell you a secret. The contract was given to me a few days ago. I haven't opened the envelope yet. So I have not yet had time to consider its content. So it will not be put before the Board this afternoon, if there is a Board and there should be no vote of the AGM on it because I'm not a member of the Board, and I don't belong to the privilege category of members of the Board. Concerning the structure of the Board, if there is a Board of Directors, we are going to go towards a Board that has a very strong balance and even more rigorous mechanics because all of the committees will be reinforced. And as you, I would have preferred to see the family Chair of the Board. Could we have maintained the Board, the Supervisory Board or not? That's part of the debate. It's such a sensitive matter. The balance of the structure of a duo is so delicate, we've seen a lot of failures in French companies and international companies because things were poorly measured or poorly set up and the results sometimes were catastrophic. We want to protect the company against this risk, which is why and I'm probably going to make you tier up. I've sacrificed 1 year of power. My tenure goes up to 2025. But I told myself that it was really imperative while everything is going well, -- and while we are in full control of our destiny without any problems on the horizon now is the time to take decisions, especially if it means abandoning a fraction of my power and ensuring that the company, because that's the main goal, we shouldn't forget that. We are here to serve the company. We are here to make sure that the company can develop, can grow, that it can conquer new markets, conquer new orders, new territories, whether these are geographical or technological or whether it comes to new businesses. And for that, we need to make sure we have the ability to do so, which is why we've made this proposal. Let's move on to the next question. Otherwise, we'll simply linger here, Go ahead.

Unknown Analyst

analyst
#33

Thank you, Mr. Chairman. I'm not going to elaborate on everything you've already explained, which seems quite sound. The results, everyone agrees that they are great. I'm a bit sad because you're doing this reform now because in a very near future, unless I'm mistaken, we will be celebrating the 100-year anniversary of this company. And I would have very much preferred for you to be at the head of the company to celebrate its 100-year anniversary. Thank you.

Maurice L?vy

executive
#34

Thank you very much. I will be there. I will not be there in a leading capacity, but I will be there. Well, it depends. It depends on -- as for all of us, but you should be there on paper and not yes, but I'll negotiate something with Arthur, so he leaves a little bit of space for me. That's all. Thank you very much, and thank you. Any further question? I know there's 1 over there, but maybe there's 1 on the other side.

Unknown Analyst

analyst
#35

Hello, Mr. Chairman. Thank you. As my colleague was saying, there's absolutely no comments on your results. I have listened to a part of your interview with BFM on your history. It's been cut unfortunately, for reasons I'm not aware of. I really enjoyed it and I couldn't hear all of it. Could you do it again? Could you ask BFM?

Maurice L?vy

executive
#36

Yes, we can ask them. I'm going to tell you a secret. I gave an interview at VivaTech and I didn't see it afterwards. But I need to see it to watch it to see if I didn't say any nonsense, you've seen it. I thought it was an excellent, excellent interview. Thank you. So there's a question over here. So the lady first, of course.

Unknown Analyst

analyst
#37

Hello, Chairman. I have 1 comment and 2 questions. One comment. It's the first time I come to the Publicis AGM. I should have come earlier because I think you're quite incredible. And I find you very, very spontaneous, very natural. There are more and more AGMs where there's prompters everywhere and things are simply red. You'll see a lot of charm with Arthur. I don't doubt that. My first question, my first -- the first thing that I'm a bit curious about, you've mentioned AI, but you haven't talked a lot about the environment, about the planet. So it's a very broad topic, but I saw earlier that Mitel France was announcing an even harder summer than usual. So I believe it's also a core issue. That's the first question. And the second. Yes, it's raining. But the second question, so maybe this is very French and very European. We're on the doorstep of elections, you talked about COVID, Ukraine, and the rest, we're seeing a very troubled period right now. How do you predict the unpredictable at Publicis when it comes to COVID or issues linked to elections or, for instance, to wars? Thank you for your answers.

Maurice L?vy

executive
#38

I would like to thank you for your questions. So when it comes to the plan, we've talked about it a lot with CSR. So Arthur presented that. So you didn't hear maybe everything, but we'll -- he'll repeat some things. Of course, it's a priority for us. I talked about it, Susie talked about it. There are several things, when it comes to what we do for climate, we have goals which -- we have goals, which have been validated by SBTI because this has to be validated by an independent organization, and Gabrielle can say a bit more about that, but it's something we take very seriously. But we go beyond emissions when it comes to Publicis, because we don't emit a lot at Publicis, but we work with companies that emit a lot. So a big part of our work is to have tools that help our clients protect climate and transform themselves so that they can be more responsible. We could spend hours talking about it. I can send you the film if you want to, but these are topics we are preoccupied by for ourselves, for our customers and generally speaking. And my dear lady, we were the first French company to sign the global compact with Kofi Annan when he was General Secretary for the UN under the Chairmanship, under the presidency of Jacques Chirac who was really pushing for that. When it comes to the debt, which is unpredictable, by definition, it cannot be predicted. However, we can prepare things that will help us face that, which is unpredictable. And this has been an obsession for us and this was an obsession for the founder, and I inherited that obsession from him. The overarching goal is to be a company that is as solid as possible, to never have too much debt, to have resources to have a balance sheet that is rock solid as the Americans would say, and to have all of the fundamentals in place so that we can face no matter what happens. And also, there's a mindset, a mindset that enables us to ride out difficult times. We've seen considerable crisis in our past. And it's important not to forget that Publicis was created in 1926. And I hope that in 2026, I will be there. Publicis lost everything due to wars. Marcel Bleustein-Blanchet had to rebuild it from 0. We lost everything with the fire. We had a fire where everything got destroyed. We had to rebuild everything from scratch. We keep the memories of these events within the company, and we know that we need to have the means to face anything. So we try to be agile. We try to have structures that are flexible and supple so that we can adapt to whatever comes. Okay. Room 2, and then we'll come back to the gentleman to my right.

Unknown Analyst

analyst
#39

Individual shareholder, 2 quick questions. First of all, non-recycled waste. I can see that nonrecycled waste is doubled versus previous year, although stable between 2021 to 2022. Why is this going in the opposite direction to your other environmental indicators and the age of members of the Board, I see that 90% of your staff is less than 50 years old, but all of your members of the Board are more than 55 years old. I'm sure that there's a lot of talent in the group. And it's surprising that people are not being shifted around.

Maurice L?vy

executive
#40

Well, it's a balance. Maybe first question on waste. So I'm going to give the floor to Anne-Gabrielle Heilbronner, who should have the figures. Okay. So the gentleman is in the other room. There was indeed a spike this year, but it was due to a particular event. We have an energy policy. It's not necessarily our highest priority when it comes to climate action, but it is part of it. And you can see that in the universal registration document, we're doing everything that we can to make sure there's not another spike next year. I joked about the age. But indeed, this is part of a natural renewal process with new generations that need to be brought in, there's no real question about that necessity. Sensors, as they're called, are a position that we've been tentative about for the Board, but we could consider that in the future. Thank you very much, gentlemen to my right.

Unknown Analyst

analyst
#41

Good morning, Mr. Chairman. I'm an individual shareholder. And I try to manage my portfolio like someone would manage a family. I used to have Publicis shares as kind of speculative purchase. I bought them at EUR 60. Now we're at EUR 100. So the yield is very good. I'm going to be keeping Publicis. That's excellent. And I would consider you all don't sell Publicis. At least keeping my shares, if you were wondering, I'm keeping my shares. And it's also the first AGM that I've been on. Right now, however, I don't really know how many individual shareholders you have. Some companies promote this. There's a very well-known CAC 40 company that hands out free shares for every 10 shares held. So I'm going to hold this company. You've got a successor who's talking about AI as a growth driver and an added value driver. So it makes sense. My second question is about Marcel. I know that AXA, for example, has opened up their platform to individual shareholders. With the viral ad campaign that Publicis did for Orange, maybe classes or information on AI training could be made available to individual shareholders. As an individual shareholder, could I not benefit from using Marcel as a platform as well?

Maurice L?vy

executive
#42

Okay. So let's start with rewarding individual shareholders. Indeed, and of course, we are very interested in strengthening our individual shareholdership. And to a number of opportunities, we have considered specific conditions and things that could be given to individual shareholders. As you may know, it doesn't always work that smoothly because there is a principle of equality that is applied to shareholders. And legally, we have to consider all of our shareholders as equal. There are some services. You mentioned companies like AXA. I think that Air Liquide is also very good at this. A lot of the systems that Air Liquide have are things that I set up at the beginning of the 1980s with [indiscernible] . So I know the company very well, and I know that they're a fantastic company, and I truly hope that we will be able to make something of it and be able to create something that is specific for our individual shareholders, something we need to work on. As to making Marcel available to people outside of the company, that's a difficult ask because there are data security rules that need to be applied, it's something that we could consider, though, and it is a good suggestion. Could I just add that Marcel is a platform for staff, first and foremost. We are trying to do everything we can so that our shareholders, especially individual shareholders, understand our AI strategy. I would really like to invite you to watch that 1 hour film that we shot in January. We are trying to find the right balance between what we can tell the markets and what we need to keep confidential for our clients because we don't want our competitors getting information that we don't want them to have. Okay. I believe that we have. Okay. We are now going to move to the votes on the resolutions. And I would like to ask Céline to come up to the stage. Céline, the floor is yours.

Céline Fronval

executive
#43

Thank you, Mr. Chairman. Let me begin by giving the final figures for the share of ownership. The shareholders present or represented hold 208,563,645 shares after the total market cap with voting rights. So we have a quorum for the ordinary and extraordinary meetings. I propose that we proceed to voting on the resolutions. For a vote to be recorded, each shareholder must vote in the room corresponding to the box given to you on arrival. Voting will be done with the little remote control that you've been given. The remote control can only work if the smart card has been correctly inserted. To vote, press the button for your vote, key 1 For vote; 2, Against and 3, to abstain. Then a word will appear on the screen. If you see [indiscernible], that means that your vote has been taken into account, but you can still change it. As a reminder, the full text of the resolutions has been published in accordance with the regulations and is included in the notice of meeting. I would like to draw to your attention that Resolution 30 to 42 which you were asked to adopt and -- which are presented below it would only come into effective the 29th resolution related to the change of management structure to a public limited company with Board of Directors is adopted. Conversely, resolutions 43 to 46 will only be effective if Resolution 29 is rejected. Resolution 1, approval of the corporate financial statements for fiscal year 2023. [Voting]

Céline Fronval

executive
#44

The voting is now closed. Resolution is adopted. Resolution #2, approval of the consolidation financial statements for fiscal year 2023. [Voting]

Céline Fronval

executive
#45

Voting is closed. Resolution is adopted. Resolution 3, allocation of net income 0for fiscal year 2023 and dividend. Voting is now open. [Voting]

Céline Fronval

executive
#46

Voting is closed. Resolution is adopted. Fourth resolution special report of the statutory auditors on related party agreements voting is now open. [Voting]

Céline Fronval

executive
#47

Voting is closed. Resolution is adopted. Resolution 5, appointment of Grant Thornton as the independent third-party body responsible for certifying sustainability information. voting is now open. [Voting]

Céline Fronval

executive
#48

Voting is closed. Resolution is adopted. Sixth resolution. Approval of the information on the compensation of corporate officers referred to in... [Voting]

Céline Fronval

executive
#49

Voting is now closed. Resolution is adopted. Seventh resolution. Approval of components of the total compensation paid or awarded to Mr. Maurice Levy, Chairman of the Supervisory Board. Voting is now open. [Voting]

Céline Fronval

executive
#50

Voting is closed. Resolution is adopted. Eight. Approval of compensation components awarded for 2023 to Mr. Arthur Sadoun, Chairman of the Management Board. Voting is now open. [Voting]

Céline Fronval

executive
#51

Voting is now closed. Resolution is adopted. Ninth resolution. Approval of the components of total compensation and benefits awarded for 2023 to Mrs. Anne-Gabrielle Heilbronner, member of the management board. Voting is now open. [Voting]

Céline Fronval

executive
#52

Voting is closed. Resolution is adopted. Tenth Resolution. Approval of the components of total compensation paid or awarded for 2023 to Mr. Michel-Alain Proch, member of the Management Board. Voting is now open. [Voting]

Céline Fronval

executive
#53

No more voting. Resolution adopted. 11th resolution, approval of the compensation policy for the Chairman of the Supervisory Board with respect 2024, please vote. [Voting]

Céline Fronval

executive
#54

Vote closed. Resolutions adopted. 12th resolution. Approval of compensation policy from members of Supervisory Board with respect to 2024, please vote. [Voting]

Céline Fronval

executive
#55

Vote closed. Resolutions approved. 13th resolution. Approve the compensation policy for the Chairman and Management Board with respect to 2024. Please vote. [Voting]

Céline Fronval

executive
#56

Vote closed. Resolution adopted. 14th resolution. To approve the compensation policy for the other members of the Management Board with respect to 2024. Please vote. [Voting]

Céline Fronval

executive
#57

Vote closed. Resolution adopted. 15th resolution. Authorization to the board to trade in its own shares. Please vote. [Voting]

Céline Fronval

executive
#58

Vote closed. Resolutions adopted. 16th resolution. Delegation to the Board to increase the share capital to issue with preferential subscription right shares, giving access to the capital. Please vote. [Voting]

Céline Fronval

executive
#59

Vote closed. Resolutions adopted. 17th resolution. Delegation to increase the capital by issuing our preferential subscription rights of shares giving access to the capital by public offer. Please vote. [Voting]

Céline Fronval

executive
#60

Vote closed. Resolutions adopted. 18th resolution. Delegation of authority to increase the share capital without preferential subscription rights of shares giving access to the capital through public offering. Please vote. [Voting]

Céline Fronval

executive
#61

Vote closed. Resolutions adopted. 19th resolution. Delegation to increase the number of securities to be issued in the case of capital increase, decided on application of 16th to 18th resolution. Please vote. [Voting]

Céline Fronval

executive
#62

Vote closed. Resolutions adopted. 20th resolution, authorization to set the issue price of securities in the case of capital increase without preferential subscription rights. Please vote. [Voting]

Céline Fronval

executive
#63

Vote closed. Resolutions adopted. 21st resolution. Delegation to increase the share capital by incorporating reserves, earnings, premiums or other sums. Please vote. [Voting]

Céline Fronval

executive
#64

Vote closed. Resolutions adopted. 22nd resolution. Delegation to issue shares or securities without preferential subscription right, in the event of a public offering initiated by the company. Please vote. [Voting]

Céline Fronval

executive
#65

Vote closed. Resolutions adopted. 23rd resolution, delegation to issue shares or securities without preferential subscription rights to remunerate contribution in kind granted by the company outside the public exchanges offerings. Please vote. [Voting]

Céline Fronval

executive
#66

Vote closed. Resolutions adopted. 24th resolution. Authorization to proceed with allotting new or existing shares to employees or corporate officers of the company. Please vote. [Voting]

Céline Fronval

executive
#67

Vote closed. Resolutions adopted. 25th resolution. Delegation to issue, increase the capital for members of the corporate savings plan. Please vote. [Voting]

Céline Fronval

executive
#68

vote closed. Resolutions adopted. 26th resolution. Delegation to increase the capital in favor of certain categories of beneficiaries abroad with employee share ownership plans. Please vote. [Voting]

Céline Fronval

executive
#69

Vote closed. Resolutions adopted. 27th resolution. Amendment of the company's corporate person and corresponding amendment to the Articles of Incorporation. Please vote. [Voting]

Céline Fronval

executive
#70

Vote closed. Resolutions adopted. 28th resolution. Extension of the company's term and corresponding amendment to the Articles of Incorporation. Please vote. [Voting]

Céline Fronval

executive
#71

Vote closed. Resolutions adopted. 29th resolution. Change of management structure to a joint stock company with a Board of Directors and adoption of new articles of incorporation. Please vote now. [Voting]

Céline Fronval

executive
#72

Vote closed. Resolutions adopted. Thirtieth resolution. Appointment of Mr. Arthur Sadoun as Director of the company. Please vote. [Voting]

Céline Fronval

executive
#73

Vote closed. Resolutions adopted. 31st resolution. Appointment of Mrs. Élisabeth Badinter as Director of the company. Please vote. [Voting]

Céline Fronval

executive
#74

Vote closed. Resolutions adopted. 32nd resolution. Appointment of Mr. Simon Badinter as Director of the company. Please vote now. [Voting]

Céline Fronval

executive
#75

Vote closed. Resolutions adopted. 33rd resolution. Appoint Mr. Jean Charest as Director of the company. Vote open. [Voting]

Céline Fronval

executive
#76

Vote closed. Resolution adopted. 34th resolution. Appointment of Mrs. Sophie Dulac as Director of the company. Vote open. [Voting]

Céline Fronval

executive
#77

Resolutions adopted. 35th resolution. Appointment of Mr. Thomas Glocer as Director of the company. Vote open. [Voting]

Céline Fronval

executive
#78

Vote closed. Resolutions adopted. 36th resolution. Appointment of Mrs. Marie-Josee Kravis as Director. Please vote. [Voting]

Céline Fronval

executive
#79

Resolution is adopted. 37th resolution. Appoint Mr. André Kudelski as Director of the company. Voting open. [Voting]

Céline Fronval

executive
#80

Resolution is adopted. 38th resolution. Appointment and Mrs. Suzan LeVine as Director of the company. Voting open. [Voting]

Céline Fronval

executive
#81

Resolutions adopted. 39th resolution. Appointment of Madame Antonella Mei-Pochtler as Director of the company. Voting open. [Voting]

Céline Fronval

executive
#82

Resolutions adopted. 40th resolution. Appointment of Tidjane Thiam as Director of the company. Voting open. [Voting]

Céline Fronval

executive
#83

Voting over. Resolutions adopted. 41st resolution. Approval of the compensation policy for the Chairman and Chief Executive Officer. Vote open. [Voting]

Céline Fronval

executive
#84

Vote closed. Resolution is adopted. 42nd resolution. Approval of the compensation policy for the directors. Voting open. [Voting]

Céline Fronval

executive
#85

Vote closed. Resolutions adopted. 29th resolution has been approved. It's not necessary to put to the vote of resolutions 43 to 46, we can move to the final resolution and its vote. 47th resolution, powers to carry out formalities. Voting open. [Voting]

Céline Fronval

executive
#86

Voting closed. Resolutions adopted.

Maurice L?vy

executive
#87

Thank you, ladies and gentlemen, there being no further matters on the agenda. I'd like to adjourn the meeting. But prior to that, I'd like to explain just 1 thing. It's that I am of course pleased to see that certain funds have decided to favor certain rules that are of non-accumulation of functions and have similarly voted against Arthur regarding his performance. I mean, it's a total absurdity against which I opposed, and I thank you all for your support. Thank you, and have a great day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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