Janus clauses For Employees Handbook

1. Janus clausesFor EmployeesHandbook

2. PUBLICIS GROUPE is our “mother company”. You will find in this section the corporate ethics and values as well as the corporate governance. • Groupe Corporate Ethics and Values • Viva la Difference ! Through a Groupe-wide endeavor, we have defined the fundamental elements that unite our diverse constituent agencies following the practice methods of Peak Performance. Our principles and values are based on our Purpose: To be the communications Groupe that constantly astonishes and inspires because our differences make "La Difference". To achieve "La Difference" we must be capable of developing sustainable peak performance. Highly successful Peak Performing Organizations share four key attributes: • They have a clearly defined Inspirational Dream, creating meaning. • They set goals by determining their Greatest Imaginable Challenge (GIC), creating purpose. • They focus their efforts behind a few core ideas, providing direction. • The entire organization possesses and rallies around the same spirit, allowing it to reach for sustainable peak performance. We have applied these four attributes of a Peak Performing Organization to PublicisGroupe. We communicate, through our principles and values, the manner in which we can assert our "Difference" from our competitors, in terms of professional approach, strategy and creativity, and in our relations with our clients, our fellow employees, our partners and society in general.

3. We communicate, through our principles and values, the manner in which we can assert our "Difference" from our competitors, in terms of professional approach, strategy and creativity, and in our relations with our clients, our fellow employees, our partners and society in general. • Our ethics and commitment • Marcel Bleunstein-Blanchet not only founded Publicis, he also established a strict sense of professional ethics for the entire French advertising industry. Following his guidance and example, and in the context of an international environment where the traditional values of family businesses, such as honesty, dedication, commitment, responsibility and loyalty, are once again in the ascendant, we must continue to act with unfailing dedication to our clients, with respect toward our fellow employees, with the broader interests of society at heart and with a constant focus on achieving the added value which will allow our Groupe to grow and thrive. • PublicisGroupe is not a homogeneous one-size fits all centralized Groupe. Our Brands come from different cultures. They have different histories, different beginnings and different positioning. But they share the same beliefs and the same values. All aim to make PublicisGroupe a peak-performing organization where people are inspired to be the best they can for the good of their clients. • Throughout all our Brands, we share a commitment to: • Defending our clients' interests: Our clients are our key asset and serving them, their brands and their objectives is the constant focus of our attention. • Professional conscience: We produce honest and sincere advertising and communications which respect the consumer while achieving, through our creativity, the objectives set by our client for its brand or product.

4. (a) Responsibilities to our clients Our clients are our most precious asset without whom we would have no business and no staff. Our constant responsibility is to serve the objectives of the clients for whom we work through giving the best of ourselves in terms of creativity, service, innovation and performance. When we have clients who work in the same sector and which are managed by different Groupe Agencies we must completely ignore this situation in the provision of our professional services. We must ensure that our "Chinese walls" are watertight and that no leaks occur, either within the Groupe or, especially, towards third parties. We must remain constantly vigilant in order to ensure that our work, and any information we have in respect of our clients, remains strictly confidential. • Respect: For our fellow employees, our clients, their brands, consumers, the countries in which we operate, their laws, languages and cultures, and more • broadly human rights, labor regulations and the environment. • Humanity: We work with men and women of whom we ask enthusiasm, commitment and dedication, both at our workplaces and those of our clients; we must treat our employee responsibly and with respect. We must all work together in the same direction; the interests of our client and of the Agency, Brand and Groupe prevail over our individual interests. • A challenger mindset: We are entrepreneurs, challengers and innovators who like to win; our development depends on this mindset which we must nurture and encourage throughout the Groupe • These values are reflected as follows in our business approach and in our relations with our stakeholder and partners. • .

5. Specific procedures apply to all recruitment of personnel from, and in respect of, Groupe clients. • Recruitment of employees from any Groupe client is prohibited without the prior written approval of the CEO at the lead Groupe Agency for that client. • Recruitment of employees to work on a Groupe client account from either one of that client’s competitors or from an agency which already works for that client, is prohibited unless the prior approval of the client is obtained. • We approach our client relationships with discretion and reserve. We always concentrate on our client, its brands and its products and do not seek the limelight at the expense of the client or the effectiveness of its advertising and communications. We should never forget that our role is to advise our clients. We therefore have an obligation to listen carefully to the issues they face so as to be in a position to make authoritative proposal and to firmly defend the solutions which we feel to be best for them and which we must choose for their originality and durability. We must scrupulously comply with our contracts with our clients. This is a necessary precondition for ensuring that our clients comply with their contractual obligations to the Groupe. Our actions must be guided by a paramount concern for our clients' interests. We must be constantly available to respond swiftly and effectively to their requests and be able to anticipate their expectations. We must respect the money that they invest in advertising and communications.

6. Most importantly of all, we must have the will to develop and grow with our clients and stay constantly in touch with their concerns, needs and ambitions. The Groupe and its Brands have techniques for measuring client satisfaction which allow us to reject complacency and to be uncompromisingly critical in the evaluation of our production and services and to improve them continuously. • If there is a risk of a Groupe client putting its work out to tender, or inviting other agencies to pitch, the Groupe should be involved in order to evaluate the potential consequences and possibly, in coordination with the incumbent Agency, put another Groupe Agency in the competition with a view to ensuring that the risk doesn't lead to the loss of a client for the Groupe. (b) Responsibilities to our personnel Next to our clients our most precious assets are our employees. They must be chosen for their professional qualities without any exclusion, preferential treatment or discrimination. Our employees are the living expression of the Groupe's Brands and its values. Though their professional qualities and talent are of the utmost importance, we must also take account of their human and behavioral skills. We must work together and communicate among ourselves in a professional, respectful and confident manner. Personal information concerning each employee must be treated confidentially.

7. Publicis is committed to the development of the skills and professional abilities of its employees through training, enabling them to attain the highest standard of quality in their job and increasing their "employability" within the Groupe. Publicis aims to ensure that belonging to one of the world's greatest communication groups will be a guarantee of quality for every member of its staff. (c) Responsibilities to our shareholders In order to exist and grow, Publicis must add value and generate profit for its shareholders who expect a solid return on their investment. It is our duty to be profitable in order to remunerate our shareholders for their financial commitment and the confidence they have placed in us. We owe our shareholders information that is regular, reliable, precise, honest and in compliance with the regulations of the Paris and New York stock exchanges on which our shares ale listed. The accuracy of our financial reporting, and more generally all information that we provide to our shareholders, is of paramount importance as it determines our credibility among analysts, investors and shareholders. It is the responsibility of all Groupe employees to contribute to ensuring accuracy of the Groupe's accounts and financial reporting. It is also our responsibility to treat all our shareholders equally. (d) Responsibilities to consumers: Consumers, and more broadly the general public, though not parties to our contracts nevertheless are an ever-present group whose reactions determine the success of our creative output and of many of our initiatives. By working for an advertiser we are also working for the consumer who is the primary focus of our work. All of our advertising and communications must therefore be honest, legal and true and must be respectful of consumers and their sensibilities.

8. (e) Responsibilities to the community: Publicis aims to be a good citizen. It cannot remain indifferent to the problem facing society and therefore wishes to contribute to their improvement. Publicis strictly respects the culture of the countries in which it operates and is careful not to offend local values or moral codes. It is always ready to put its communications and advertising expertise at the service of the local community, in both a social and an economic sense. (f) Responsibilities to our suppliers: We have a duty to demand that our suppliers meet the highest standards in terms of service, performance, price and deadlines. This duty is in fact an obligation to be uncompromising and to only deal with the best suppliers in all areas. • In return, all of our suppliers are considered by Publicis to be partners with whom a relationship is created based on the respect for their professionalism, autonomy and independence. Our choice of partners must be solely driven by a desire to ensure that Publicis obtains the best service at the most favorable market price. All other considerations must be eliminated. New relationships should be subject to tender procedures under which each supplier should be placed on an equal footing, with the same terms of reference, constraints and brief. • All supplier orders must be issued in written form. • In accordance with the spirit of partnership, our objective is to ensure that our supplier contract contain clear terms in respect of quality, price and timing. In particular we must: • show that we are capable of taking into consideration the suppliers' interests and the corporate constraints they are subject to,

9. guarantee acceptable prices to our suppliers, and • allow time for execution which is compatible with our own schedule and that of our clients. • Suppliers' discounts must be in line with applicable regulations and legislation. They may only be requested or accepted if they form part of the normal business relationship and conform with the contracts that bind us to our clients. • The terms of our contracts with our suppliers must cover all obligations and commitments entered into by both parties. The negotiation of any undisclosed agreement with a supplier by any member of staff outside the terms of the official agreement will automatically cause him/her to be dismissed from the company. • (g) A refusal to engage in partisan campaigns: • Although we are always ready to place our talent for communication at the disposal of advertisers, the community and the public interest, we refuse to work for any political party, sect or organization spreading ideological or denominational propaganda. In more general terms, we refuse to engage in campaigns of a partisan nature, in whatever form. • (h) Creativity -a passion and an obligation: • One should work in advertising and communications out of love. It is a highly demanding profession, requiring honesty, fairness and credibility from those who exercise it. Above all it means being able to leave the beaten track, being original and knowing how to surprise and interest in order to sell the product, brand or service for which the advertising has been created. • Creativity is not limited to advertising and communications campaigns. It should permeate everything the Groupe does, its strategies and everything it produces, at every level and in all sectors.

10. Our view is that there is no room for anything just "average" at Publicis. Finally, we should never forget that advertising can contribute to making life a little bit better, by putting a touch of color into it and encouraging change. (i) Cost Control We have to ensure that the costs of overheads are kept to a strict minimum. Shortcomings in this area constitute a real misappropriation of the Groupe's funds and reduce the Groupe's capacity to invest and develop. At the time of preparation of budgets and rolling forecasts (PCPs 1.05.02 and I.05.03) particular attention should be paid to areas in which the Groupe can improve its cost control and therefore its profitability. Cost control is the responsibility of Agency and Brand CEOs. The use of company facilities for private purposes could lead to sanctions. It is obvious that certain types of behavior cannot be tolerated under any circumstances: for example, a falsified expense report would be cause for dismissal from the company. Particular attention should be paid to the Groupe's rules in respect of travel and other expenses as set out in this document. Responsibility: It is the primary responsibility of the Agency and Brand CEOs to ensure that they and their employees share, and comply with, these principles and values. JANUS, which comprises PublicisCorporate Policies (Volume 1 and 2) can be accessed and downloaded from the Agency Intranet.

11. CODE OF CONDUCT • Respect for employee rights:Groupe Agencies must ensure that employee rights are respected. They must not engage in discriminatory hiring or work practices or harassment of any kind and must treat all employees with dignity and equality regarding sex, race, religion, etc. • Professional commitment: All employees must perform their jobs to the best of their ability in a spirit of mutual support. • Corporate opportunities:Groupe employees must not • (a) take for themselves personally opportunities that are discovered through the use of corporate property, information or position; • (b) use corporate property, information, or position for personal gain; or • (c) compete with the Groupe. Employees owe a duty to the Groupe to advance its legitimate interests when the opportunity to do so arises. • Policies and procedures - The key standards of conduct and behavior to be observed by all Groupe employees are as follows: • Compliance with the law: In all aspects of their operations, Groupe Agencies and their employees must comply with all applicable laws and regulations in the countries where they do business. • Honesty and transparency:Groupe Agencies and their employees must be fair and honest in their dealings with the Groupe’s clients, partners and stakeholders and committed to fostering sustainable, trustworthy relationships. Agencies and their employees must act ethically in a manner that would withstand public scrutiny.

12. PUBLICIS GROUPE CORPORATE GOVERNANCE Confidentiality: Employees must not divulge or use confidential information concerning the Groupe or its clients to outsiders or to other Groupe employees who are not authorized to have such information. More detailed policies in this area are set out in PCP I.02.07 “Confidential Information”. Fair dealing: All employees should endeavor to deal fairly with the Groupe's clients, suppliers, competitors and employees. No employee should take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Protection and proper use of Groupe assets: All employees must protect the Groupe's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Groupe's profitability. All Groupe assets should be used for legitimate business purposes. Conflicts of interest: Employees must avoid any actual, or perceived, situation of conflict between the Groupe’s interests and their own interests or those of their families or friends. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for the Groupe objectively and effectively. Conflicts of interest also arise when an employee or a member of his or her family receives improper personal benefits as a result of his or her position in the Groupe. Employees have a duty to avoid financial or other relationships that might have adverse consequences for the Groupe as a result of creating a conflict of interest. Loans to, or guarantees of obligations of, employees, particularly Key Executives, are of special concern. Employees may not hold investments in any firm, supplier or client with which they deal in the course of their employment. Detailed Corporate policies in respect of Gifts (PCP I.12.05), Procurement (PCP I.12.04) and other aspects of the Code of Conduct identify specific actions which are prohibited as they may create, or appear to create, conflicts of interest.

13. All employees must immediately inform their immediate superior, who must inform the Agency CFO, if a situation creating a potential conflict of interest arises. Encouragement of reporting of any illegal or unethical behavior (including breaches of this Code of Conduct): When in doubt about the best course of action in a particular situation, employees should communicate directly with the Groupe Internal Audit department. Additionally, employees should report violations of laws, rules, regulations or the Code of Conduct to appropriate personnel (See PCP I.03.08 “Fraud”, PCP I.05.01 “Fraud in the Context of Financial Reporting” and PCP I.06.02 “Complaint Procedure for Accounting and Auditing Matters”). All reports will be treated confidentially and, to the extent practicable for the investigation of any such behavior, the identity of the individual reporting will be protected. The Groupe will not allow retaliation for reports made with good intent. Responsibility: Each employee is responsible for observing the Code of Conduct. Agency CEOs are responsible for ensuring that their employees observe the Code of Conduct, for ensuring that their Agencies as a whole act in accordance with the Code and for assisting their employees in interpreting the Code. Policies and procedures: Any person may submit a good faith complaint regarding accounting or auditing matters to the management of the Groupe. Any employee of the Groupe may do so without fear of dismissal or retaliation of any kind. The Groupe is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. WHISTLEBLOWING

14. Employees may forward complaints on a confidential or anonymous basis to the Groupe Head of Internal Audit by fax, e-mail or regular mail: • Anne-Gabrielle HEILBRONNER • PublicisGroupeS.A. • 133 avenue des Champs-Elysées • 75008 Paris, France • Tel: + 33 1 44 43 77 70 • Email: anne-gabrielle.heilbronner@publicisgroupe.com • Scope of Matters Covered by this Procedure • This procedure relates to complaints relating to any questionable accounting or auditing matters, including, without limitation, the following: • fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Groupe; • fraud or deliberate error in the recording and maintaining of financial records of the Groupe; • The Groupe’s Audit Committee will oversee treatment of concerns in this area. In order to facilitate the reporting of complaints, the following procedure has been established for: • (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters; and • (2) the confidential or anonymous submission by employees of concerns regarding questionable accounting or auditing matters. • Receipt of Complaints • Persons with concerns regarding accounting or auditing matters may report their concerns to the Groupe Head of Internal Audit.

15. Complaints relating to accounting or auditing matters will be reviewed under Audit Committee direction and oversight by the Groupe Head of Internal Audit or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. • Prompt and appropriate corrective action will be taken by the Management Board under the supervision of the Audit Committee. • The Groupe will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding accounting or auditing matters. • deficiencies in, or noncompliance with, the Groupe’s internal accounting controls; • misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Groupe; or • deviation from full and fair reporting of the Groupe’s financial condition. Treatment of Complaints • Upon receipt of a complaint, the Groupe Head of Internal Audit will (i) determine whether the complaint actually pertains to accounting or auditing matters and (ii) when possible, acknowledge receipt of the complaint to the sender.

16. Reporting and Retention of Complaints and Investigations The Groupe Head of Internal Audit will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with the Groupe’s document retention policy (that is in line with statutory guidelines in each market and for a recommended minimum period of 5 years).

17. Ethical standards and risk management Alcohol or drug consumption No employee shall report to work, be present on Company premises, or engage in Company work or activities while using illegal drugs, alcohol, or controlled substances (except when the use of a controlled substance is prescribed by a licensed medical practitioner). In addition, the unlawful or unauthorized manufacture, distribution, transfer, dispensation, possession, or use of illegal drugs or alcohol on Company premises, or while engaged in Company activities or work, is strictly prohibited. These prohibitions do not include the authorized and reasonable consumption of alcohol by an employee of legal drinking age at official functions sponsored by the Company. Alcohol can be sold at the workplace only during meals in the company restaurant, and cannot be distributed otherwise and separately from meals.

18. Ethical standards and risk management • Family relations You may not supervise, evaluate, or make hiring or promotion decisions for anyone with whom you have a close personal or family relationship. Family members include spouse, domestic partner, children, parents, and siblings... • Disclosure of sexual relationships In an effort to manage the Company in as effective a manner as possible, and not in an effort to regulate anyone’s personal life, the Company discourages Managers and supervisors from dating, entering into romantic relationships with or engaging in sexual activities with individuals who work in a subordinate position. If you are considering becoming involved in such a relationship or are involved in such a relationship, you should immediately notify the Managing Director of your office or Head of Human Resources, informing them of the situation. If you do not so advise either your Managing Director or Head of Human Resources your omission is considered as a fault, which can prejudice the company, and will result in disciplinary action.