Publicis Groupe Announces its Acquisition From Dentsu Inc. of 7,500,000 of its Own Shares in Order to Cancel Them

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May 10, 2010, 03:23 ET

PARIS, May 10, 2010 /PRNewswire-FirstCall/ -- Publicis Groupe announces that it purchased from Dentsu Inc. on May 10, 2010, in order to cancel them, a block of 7,500,000 of its own shares for a total price of EUR 217,500,000, or EUR 29 per share.

As provided in the original agreement, Dentsu Inc. has the possibility to sell a part of its shares provided it first notifies Mrs Elisabeth Badinter, who gave Publicis Groupe the benefit of her right of first offer.

The Supervisory Board met on Friday, May 7, 2010 and examined every aspect of the Management Board's proposal, including the particularly troubling condition of the financial markets. It concluded that the acquisition and cancellation of these shares within the framework of the share buy-back program approved by the General Meeting of shareholders of June 9, 2009 were favorable to the Groupe and its shareholders as a whole. It consequently unanimously approved this transaction. The interested parties did not take part in the vote.

The transaction took place on Monday morning, May 10, before the opening of the Paris Stock Market and the shares were cancelled.

The purchase price is financed with available cash.

This transaction concerned the shares held in "excess" by Dentsu (i.e. above the threshold of 15% of voting rights) and did not change any of the agreements entered into on November 30, 2003 between Dentsu Inc. and Publicis Groupe, on the one hand, and Mrs Badinter, on the other hand, which remain in force, as does the voting agreement between Mrs Badinter and Dentsu Inc. Mrs Badinter and Dentsu Inc. will continue to hold more than one third of the voting rights which can be voted at Publicis Groupe shareholder meetings. As these agreements limit Dentsu Inc. to 15% of voting rights, the transaction changed neither the number of voting rights exercisable held by Dentsu Inc. nor the balance of the voting agreement. Dentsu Inc. continues to be represented on the Supervisory Board of Publicis Groupe in the same manner.

About Publicis Groupe

Publicis Groupe [Euronext Paris: FR0000130577] is the world's third largest communications group. In addition, it is ranked as the world's second largest media counsel and buying group, and is the first global network in digital and healthcare communications. With activities spanning 104 countries on five continents, the Groupe employs approximately 45,000 professionals. Publicis Groupe offers local and international clients a complete range of advertising services through three global advertising networks, Leo Burnett, Publicis, Saatchi & Saatchi, and two multi-hub networks, Fallon and 49%-owned Bartle Bogle Hegarty. Media consultancy and buying is offered through the two first ranked worldwide networks, Starcom MediaVest Group and ZenithOptimedia; and interactive and digital marketing led by the two first ranked Digitas and Razorfish networks. Publicis Groupe launched VivaKi to leverage the combined scale of the autonomous operations of Digitas, Denuo, Razorfish, Starcom MediaVest Group and ZenithOptimedia to develop new services, tools, and next generation digital platforms. Publicis Groupe's specialized agencies and marketing services offer healthcare communications with Publicis Healthcare Communications Group (PHCG, the first network in healthcare communications), sustainability communications and multicultural communications. With MS&L Group, the sixth PR and events network, Publicis Groupe expertise ranges from corporate and financial communications to public relations and public affairs, branding, social media marketing and events, sports marketing and events.

Web site: http://www.publicisgroupe.com

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