The structure of Havas N.V. (Havas or the Company, registered with the Dutch trade register (Kamer van Koophandel under number 95011439) together with its subsidiaries (the Group) is designed to provide an integrated and tailor-made response to the needs of each of its clients globally and across all of its communications and marketing businesses.

Through this approach, the Group offers strategic and enhanced creativity, with personalized content and experienced production on a large scale, targeted and meaningful media strategies, that resonate with audiences, and solutions specially adapted to the healthcare sector.

The wide range of communications and marketing services are delivered globally across its three main business lines: Havas Creative, Havas Media and Havas Health.

The following table provides a breakdown of the Group’s net revenue by business line for the year ended December 31, 2023 and for the year ended December 31, 2024.

Havas Creative delivers a wide range of creative services, including advertising creation and solutions, brand and design expertise, content production, marketing services, customer experience, public relations, public affairs and corporate communications, partnership, sponsorship and event solutions, business consultancy and transformation, for its over 2,400 clients globally with the support of approximately 10,000 employees.

Specifically, Havas Creative comprises the following areas of excellence, where the various agencies providing such services collaborate as part of the Group’s “Converged” strategy: (i) advertising creation, (ii) customer experience and business transformation, (iii) production of personalized content, (iv) strategic communication and influence, and (v) event
and experiences.

In a world increasingly awash with information and content, the Group’s advertising agencies play a crucial role in creating original and memorable campaigns that enable brands to stand out, transform themselves and drive better business results.

Havas Creative combines strategic and creative expertise across advertising and communications to make a meaningful difference to brands. In particular, Havas Creative brings together some of the most creative and accomplished agencies in the industry when it comes to brand strategy and advertising, such as Havas London, Havas New York and Havas Paris. In addition to agencies operating under the Havas brand, Havas Creative also includes industry heavyweights, such as:

To address client needs, the Group also provides brand and design services, notably through the Conran Design Group, which is a network for brand and design consultancy that includes approximately 200 professionals and is located in four main hubs: the Conran Design agency in the United Kingdom, the W&Cie agency in France, the Conran Design agency in Mumbai and the Conran U.S. agency in New York. The Conran Design Group provides clients with brand-centered solutions with respect to overall strategy, design, communication and engagement, ranging from defining and designing a brand’s direction to creating unique brand experiences.

By putting their customers’ needs and expectations at the heart of every interaction, the Group’s clients seek to create strong and lasting experiences that foster satisfaction, engagement and loyalty.

Havas Customer Experience (also referred to as “Havas CX”) offers clients the ability to create innovative, bespoke experiences throughout their customers’ journeys as a strategic investment to ensure brand sustainability in a competitive environment. This global network, with a footprint spanning 20 countries, houses the capabilities of the Group’s agencies specializing in customer experience, such as:

To create and deliver automated, impactful and personalized content on a large scale, the Group relies on Prose on Pixels which is the Group’s global content-at-scale network (“POP Network”). This network offers state-of-the-art capabilities to create, scale and personalize content to improve brand and business outcomes for the Group’s clients. The POP Network includes 14 studios globally and employs 600 people, all working as one based on the Group’s “Audience-First Production Model”, a unique approach to production that delivers strong connections between a brand and its intended audience. The main studios of the POP Network are located in the United States, France, the United Kingdom, the Czech Republic and Costa Rica.

The POP Network is powered by AI and emerging technologies, partnerships with top-tier technology providers, a focus on sustainability, and world class talent that spans production design, development and delivery. The “Audience-First Production Model” is designed to allow businesses and brands to maximize their production investment through various channels in the audience’s journey, including the full spectrum of media channels (print, video, audio and digital). This model is intended to provide more effective content, less waste and a better return on investment for the Group’s clients.

The Group also helps its clients develop and implement advocacy strategies through press relations, public affairs, advisory services, financial communications, crisis management and events. Most notably, the Group is represented in these fields by H/Advisors, a global strategic advisory group, and Havas PR Network, which offers a wide range of public relationship services in a variety of markets.

The Group has established H/Advisors, a global strategic advisory network that employs more than 700 consultants in 23 countries across 19 agencies around the world. H/Advisors stands out with bespoke and holistic communications strategies that reach and influence core stakeholders at the most critical moments. The expertise developed by H/Advisors extends across corporate communications and investor relations, including mergers and acquisitions and activism, public affairs, crisis management, change management, sustainability, ESG and litigation. H/Advisors has also developed an exceptional strategic approach combining local market expertise, seamless cross-border collaboration and a global scale that enables the Group’s clients to achieve their goals. In terms of clients, H/Advisors serves publicly traded companies, private equity and investment firms, and education and philanthropic institutions.

The Group provides public relations services through its Havas PR Network, which covers areas such as reputation management, consumer goods and lifestyle, street marketing and strategy activation. The Havas PR Network operates in 32 countries with 40 agencies, including Havas Formula in the United States, One Green Bean in the United Kingdom and Australia, and Havas Red Network in the United States, Australia, Middle East, United Kingdom, Spain, Germany and Singapore.

The Group also offers comprehensive event services, including strategic planning, artistic direction, design and content creation, technical support, logistics and production, as well as digital solutions. With renowned agencies such as Havas Events and Shortcut Events in France, and Shobiz in India, empowered by a wide international network, the Group creates memorable experiences, including for major international events, and redefines the experiential landscape for its clients and their audiences.

The objective of Havas Media is to create and deliver premium media experiences for its over 3,000 clients supported by approximately 8,500 employees, providing them with the right media and content to connect with their target audience. The range of services provided by Havas Media includes media planning, programmatic buying, performance marketing, mobile data consulting, retail media and e-commerce, out-of-home and geo-targeted advertising, social media, experiential and fan engagement.

Havas Media aims to create value for brands beyond paid media and its activity is split among the following areas: (i) media consulting and investment, (ii) fan engagement, (iii) retail media and e-commerce, (iv) media performance, and (v) data analytics.

Havas Media is centered around creating premium media experiences for the Group’s clients by connecting with targeted audiences through major global brands, including: (i) “Havas Media”, which has a global reach and comprehensive offering and caters to large, multinational clients looking for integrated media solutions; (ii) “Arena Media”, which pools experts in consumer behavior and seeks to harness the power of paid media to deliver a wider, richer communications experience to clients and their customers; and (iii) “Forward Media”, which offers bespoke services in the luxury sector. Havas Media also operates through specialist brands, such as “79” in France, which specializes in media strategy consulting, adtech and data marketing.

Havas Media’s expertise is driven by Media Experience (also referred to as “Mx”), a process that seeks to translate consumer insights into growth objectives for the Group’s clients. In particular, Mx seeks to find the most meaningful media for the Group’s clients and to connect them with their target audience, including by identifying their individual circumstances and the content to which they are responsive. Mx uses the “Mx Brief” tool to improve the clarity, consistency, and creativity of its output, working with brands to build a systematized brief, consistent across its global network. In addition to Mx, the Group has developed powerful modeling tools, including as part of the Group’s “Converged” operating system, which uses AI to provide cross-platform and transparent audience planning, designed to address an environment in which third-party cookies are increasingly being blocked, disabled and subject to a potential phase-out.

Havas Play, which has gone global following its success in France, was founded on the belief that activating brands where consumer passions are at play drives more meaningful engagement and increased purchases. Indeed, the Group’s clients increasingly want a partner capable of supporting them in new areas of expression and offering them solutions that inspire passion in consumers and communities.

Havas Play offers clients an exceptional vision and offer on the market, where all sorts of entertainment meet (sport, media, video games, social media and Web3). Amplified by integrated media and influence tools, Havas Play focuses on experiences that put brands at the center of culture and harness the power of consumer passions, ranging from the arts and technology to healthcare and consumer goods.

As a dedicated network within the Group, Havas Play unifies existing agency brands and expertise within the organization around this common theme, scaling across all the Group’s major markets. With this strategy at the forefront, Havas Play leverages existing talent to provide strategy, ideation, project management and distribution across a range of core services, such as partnerships, influencer marketing, experiential and live events, sponsorships, social media activation and amplification, and branded entertainment.

Platform models and retail media feature among the most powerful growth and profitability drivers for the Group’s clients today. Through its Havas Market offering, present in 23 countries, the Group provides a holistic approach to retail media and e-commerce focused on the activities of its clients to improve shopping experience for their consumers and generate additional revenue for brands across all sales channels.

Havas Market is centered around five key pillars:

Through the services it offers, Havas Market’s purpose is to empower consumers through their entire shopping journey, ultimately generating incremental business for its clients.

With the rise of digital technologies and advanced analytics tools, performance marketing has become an essential tool for the Group’s clients. To meet these needs, the Group has developed specialist capabilities in performance marketing allowing its clients to maximize the return on their advertising spend and achieve their goals efficiently.

The Group’s Edge Performance Network (“EPN”) is a large, worldwide full-service performance marketing group. EPN provides an international resource for clients who seek an integrated performance marketing approach at a global level.

EPN is vertically integrated, offering clients experience and expertise in all aspects of performance marketing, from analytics to strategy, creative and production, media planning and buying across all channels, as well as the industry’s top attribution and modeling capabilities. This integrated approach also enables the Group’s clients to change their perception of their media expenditures (from a cost to an investment) as it allows them to work towards optimizing their brand and business to obtain the desired outcomes.

CSA is an international agency with a mission to bring meaning and value to clients’ datasets to accelerate their business growth. CSA brings data and analytics expertise, specializing in data analysis, predictive modeling and marketing campaign optimization. It also offers standalone services to clients, including end-to-end data and technology solutions.

CSA serves brands at all stages of data maturity, combining a deep understanding of the businesses of the Group’s clients with in-network data and technology expertise to provide a holistic view of marketing performance. Specifically, CSA is articulated around three areas of expertise:

The Group believes that the increasing restrictions on third-party cookies and their potential phase-out will present significant opportunities for CSA as clients seek to improve their technology stacks and use alternative measurement services, such as through econometrics and incrementality testing, to compensate for a loss of data collected through cookies.

Havas Media has been recognized as one of the fastest growing global media networks. Havas Media held top rankings in several markets, including first in Latin America and second in Europe, Middle East, and Africa according to the “quali-points” rankings set out in RECMA’s Diagnostics Report, March 2024 edition. Havas Media was ranked by WARC in the top six Media Agency Networks and eight agencies of Havas Media also saw their work listed by WARC in the Top 100 Media Campaigns. Havas Media’s work was also recognized in 2024 at the Clio Awards, the Internationalist Awards for Innovation in Media, the Grand Prix Stratégies Digitales and the Media Leader Awards.

Havas Health is one of the world’s leading health advertising and communications organizations, with a clientele that includes some of the largest pharmaceutical companies in the world, with over 3,800 employees serving nearly 200 clients.

It unites Havas Life, Havas Lynx, and Jacques, all wholly owned health and communications networks, with the consumer health businesses and practices of Havas Creative. The network has the talent, tenacity, and technology that health companies, brands, and people need to thrive in today’s world.

Havas Health creates ideas and experiences to change the way people think about wellness. Using innovative technology to turn creative ideas into meaningful outcomes, Havas Health offers a comprehensive range of services to help brands across the healthcare sector to achieve their goals and contribute to improving the health and well-being of people around the world.

Havas Health caters to a large spectrum of professionals, including the pharmaceutical industry, public authorities, biotechnology companies and consumer brands, and a wide span of products, ranging from prescription or over-the-counter drugs to health solutions (for example, devices and technology that support the delivery of healthcare).

With a view to supporting the Group’s clients and their advertising efforts, Havas Health has developed core competencies in the following areas to serve the needs of professional and consumer brands in the healthcare and wellness sector:

In addition, Havas Health includes specialty agencies, mainly in the United States and in the United Kingdom, such as Symbiotix and Sciterion (with a focus on science-based medical communications, medical education and medical affairs), Gemini (with a focus on market access) and Faze (with a focus on clinical trial recruitment).

Havas Health’s capabilities are also widely recognized in the industry, receiving a record number of recognitions at the 2023 Medical Marketing + Media awards, including the Titanium “Best in Show” award and the “Entrepreneur of the Year” award.

The Group has consistently invested in its future and developed expertise, capabilities and technological tools on a global scale. These have strengthened the Group’s standing as a partner and make it ideally positioned to seize the growth opportunities presented by an increasingly complex communications and marketing industry. The Group operates across several key markets where advertising expenditure is expected to increase. According to Dentsu Global Ad Spend Forecasts December 2024, advertising expenditure is expected to grow at a compound annual growth rate of 4.4% at worldwide level, of 1.7% in France, of 4.3% in the United Kingdom and of 4.8% in North America (the Group’s principal markets), respectively over the 2024-2027 period.

According to the same source, the pharmaceutical sector, main sector of the Group, is also expected to remain one of the fastest-growing industry verticals, at +5.8% expected in 2025, driven mainly by long-term macro trends such as ageing populations and product innovation. Similarly, the Group believes that it is well placed to address the expected growth in the digital and retail advertising segments over the 2024-2027 period, including through the Group’s e-commerce offering through Havas Market, fan and audience engagement-focused services through Havas Play, and its data analytics expertise, for example through CSA. The evolution of the communications and marketing industry, including the digitalization of advertising and the development of new technologies, has made the Group particularly well positioned to capture this growth. In particular, the multiplications of formats, platforms and devices in a growing digital ecosystem have increased the importance for large advertisers to find sophisticated, nimble digital partners capable of assisting them in navigating this complexity, provide end-to-end capabilities and ultimately fuel growth. This new, more complex reality where digital and technology tools are at the forefront presents numerous opportunities, validating the Group’s investments in data, technology and AI to respond to its clients’ needs. For example, the Group’s capabilities to deliver at-scale content and services across several platforms allow it to fully exploit the significant increase in media space for the benefit of its clients. Similarly, because clients now expect advertisers to monitor customer journeys across all channels and ecosystems, the enhanced tools, organizational agility and cross-industry knowledge developed by the Group deliver exceptional added value that sets the Group apart. The Group’s commitment to adjust rapidly to an evolving environment is further evidenced by the unveiling of its “Converged” strategy in June 2024, which the Group has already successfully commenced deploying for certain of its clients.

Advertising is a rapidly growing industry that is constantly evolving in a highly competitive, increasingly complex marketplace. Key advertising industry trends which the Group believes may affect its financial performance are summarized below:

The communications and marketing services industry in which the Group operates is highly competitive, demanding and constantly changing. The competitive strength and profitability of companies operating in this industry depend on many different factors, including client perception of the quality of creative work, client confidence in the ability to protect the confidentiality of their and their customers’ data, relationships with key personnel, the ability to develop solutions that meet client needs, the ability to leverage analytics and generative-AI enabled tools, the quality and effectiveness of services and the ability to efficiently serve clients, particularly large multinational clients, on a broad geographic basis.

The Group’s agencies and media services compete with other agencies and other providers of creative, advertising, marketing or media services to maintain existing client relationships and win new clients and accounts. The Group’s main competitors range from major international firms to smaller agencies that only operate in a limited number of local markets, regions or countries. Among the international firms, the Group’s competitors include larger international advertisers such as Publicis, IPG, WPP, Omnicom, and Dentsu, and competing consulting firms such as Accenture. The Group also competes with relatively new market participants, including from outside the traditional communications and marketing industry. For example, the Group also competes with large technology companies that are increasingly operating in certain segments of the industry. New competitors also include operators such as consulting firms, digital native pure players, systems integrators, database marketing companies and modeling or performance companies which offer technological solutions to communications and marketing needs expressed by clients. The competitive landscape is also impacted by a trend whereby brands and clients increasingly rely on in-house capabilities and shift some of the tasks traditionally managed by creative groups to their internal agencies.

The Group has been consistently awarded honors and recognitions across various industry disciplines over the years for the impact, quality and effectiveness of its work. The Group was particularly successful recently with its agencies winning a total of 1,575 awards and best-of rankings in 2024 and receiving accolades at the world’s most prestigious festivals and ceremonies. The Group continued to shine in 2024 as demonstrated by the recent significant industry recognitions listed below:

Havas is one of the world’s largest by revenue and most established global communications and marketing groups. With agencies operating in more than 100 markets and approximately 23,000 employees, the Group serves more than 4,000 clients, while maintaining a diversified exposure to global markets and serving a wide range of industry verticals.

At the core of the Group’s business model is a commitment to delivering innovative and tailored solutions to clients’ specific needs. To that end, the Group developed an integrated model that is designed to enable the Group’s agencies to operate more cohesively. This model, which was deployed as early as 2013, consolidates various communication and marketing businesses together in the Group’s 71 Havas Villages and 8 Havas Centers of Excellence, which span five continents. The Group believes that the collaboration resulting from a more integrated model can allow it to more effectively pursue its objective of delivering effective communication and marketing services across geographies and business lines to its clients, while also enabling it to capture additional business opportunities and drive growth. As a testament to the success of the Group’s integrated approach, and according to the most recent available data, in 2023, around 40% of the Group’s top 30 clients used its services across all its geographic segments and 43% used Group services from its three business lines (93% from two business lines or more).

Each Havas Village hosts multiple agencies and teams in a single location within major cities around the world. The Havas Villages are intended to foster collaboration and integration across various communications and marketing disciplines. The Group believes this approach allows it to maintain a global presence while preserving the agility necessary to respond to the demands and cultural evolutions of the local markets in which the agencies are present. Moreover, the Group has also integrated agencies with certain fields of expertise whose services extend beyond any individual or group of Havas Villages and can be used by the Group’s clients globally. For example, Gate One offers management consulting services to clients of agencies across the organization.

Moreover, the Group believes this structure creates a “client-centric” model in multiple ways. First, it simplifies client interactions with the Group’s agencies by providing them access to a broader range of services and expertise. Moreover, the Group believes that the collaboration resulting from this integrated approach can help produce more effective communications and marketing campaigns for clients by enhancing the consistency in the standards with which the agencies deliver their services, the speed and efficiency with which the agencies deliver those services, and the creative value of its services. Havas Villages also provides the Group with the opportunity to deploy employees with specific creative or other expertise across different agencies and markets, depending on the requirements of a particular client or project. The Group benefits from a relatively young workforce (average age at the Group level for the year ended December 31, 2024 was 36,1 years old) that regularly infuses new perspectives and skillsets. For a description of the Group’s global employee turnover rate (reflecting all departures) and its voluntary turnover rate (reflecting voluntary departures).

The agencies are enabled by several Havas Centers of Excellence, which represent the Group’s technological centers of expertise. Each Havas Center of Excellence, together including over 1,100 skilled professionals, brings together experts specialized in fields such as production, e-commerce, data management, and customer experience. Located in various parts of the world, such as India, Peru and Spain, they provide their services to agencies across the Group, adapting to different time zones and regulations, while also having the capability to serve clients directly.

In addition to the benefits for clients sought to be achieved by an integrated model, the Group also believes it opens up new business opportunities by encouraging teams and agencies to more easily refer work to one another. As an example, the Group’s Route 66 program, launched in 2016 in the Group’s top 28 markets, was designed to generate additional business leads and opportunities by leveraging the Group’s integrated model. The initial objective of the program was for the Group’s three business lines to share 66 of the Group’s top 100 clients across the Group’s three business lines. In order to achieve the objective set by this program, the Group instituted trainings and regular executive meetings and put in place tools to regularly monitor agencies’ efforts in referring clients and projects to other Group business lines. As of today, the objective has been achieved with 45 of the 50 largest clients, as well as 75 of the top 100, now shared among the three business lines.

In 2024, the Group launched an initiative to further develop its integrated model: the “Converged” strategy. This strategy is to enhance collaboration by integrating further the creative, media, production and technology capabilities across the Group in an effort to enhance the impact and added value of the Group’s services to its clients.

Havas consistently strives to provide solutions tailored to clients’ needs in a rapidly changing environment. The Group leverages data, technology and AI capabilities to empower its teams and clients with the tools to optimize each major phase of the design, creation, production and delivery of its communication and marketing services.

The Group has invested over the past decade to equip its teams and clients with the latest technological tools through internal development, acquisitions and partnerships. In particular, the Group was an early adopter of AI tools, using data-driven algorithms in the context of its programmatic media buying services over the past 10 years. It has remained focused on recent developments, including generative AI. This technology is driving a significant evolution in the industry by making it possible to create texts, images, sounds and videos instantly. By way of example, the Group uses an AI-powered large language model to automatically generate product descriptions that can then be used to feed consumers content and optimize online shopping services for the Group’s clients.

AI is used by the Group to refine its targeting strategies, to adapt quickly to changing market conditions and consumer preferences and to help ensure that clients’ campaigns remain relevant and impactful in a dynamic communications and marketing landscape. For instance, the Group uses “Propensity” which is a machine learning algorithm able to segment consumers into different categories based on their propensity to buy into a given brand group with a high level of granularity.

The Group’s tools and solutions further include, for example, the CSA measurement suite, which is a platform that hosts a number of specific data and measurement tools, allows the Group to use its technology, data, and analytics expertise to provide its clients a comprehensive view of marketing performance through consultancy (data strategy and audits), technology (data management, audience optimization) and science (measurement and attribution, predictive modeling). Additionally, “Client Space”, which consists in dashboards that are made available to agencies across the Group and to designated clients, serves a knowledge management function by centralizing information about different advertising campaigns. Tools developed by Havas Market, such as Forecast (a proprietary forecasting tool supported by a robust methodology), allow clients to assess their potential for e-commerce growth and identify where additional focus is needed. Moreover, the Group is in the process of launching a dedicated AI studio in Pantin, France.

Havas has forged key strategic partnerships to further enhance its technology capabilities including with Adobe, Microsoft (Copilot, OpenAI), Google (Vertex, Gemini) and with the consulting firm Trinity Life Sciences enhances the Group’s offering in the healthcare sector through Trinity’s analytics capabilities in respect of life sciences industry.

The Group also recognizes that AI has created challenges, including in respect of privacy and intellectual property rights and societal and ethical issues. The Group is closely monitoring AI-related legal developments, including in the European Union and the United States, is working to protect original content and has adopted the AI Charter, an internal ethical charter governing the use of AI, as well as the AI Policy, an internal policy that implements aspects of the AI Charter.

Havas business model has demonstrated recent robust financial performance and the Group’s healthy financial position provides significant flexibility to both support future investments and present attractive returns for shareholders. The Group has delivered strong financial performance over the 2019–2024 period (notwithstanding the adverse effects of the pandemic in 2020), with an average annual growth rate in net revenue of 3.9% per year, supported by organic business expansion (representing 1.7% per year) and M&A activity (representing 1.9% per year). From a geographic standpoint, all regions provided solid growth over this period, with average net revenue increases in the Group’s geographic segments of 9.3% in Latin America, 6.1% in Asia-Pacific and Africa, 3.5% in North America and 3.7% in Europe. This financial performance is a testament to the Group’s successful and resilient business model, which is supported by stable revenue streams generated from its strong client relationships. The Group also demonstrated its ability to improve its operating profitability, increasing its Adjusted EBIT and Adjusted EBIT margin by €95 million and 170 basis points during this period of 2019-2024. The Group’s improved margins were driven in part by the Group’s “cost plus” model for its advertising activities and an evolution in media services from commission-based remuneration to a combination of retainer fees and outcome-based compensation.

The Group’s business model has historically been characterized by relatively low capital expenditures, resulting in a high cash conversion rate in the 80% to 90% range over the 2019–2024 period reflecting average free cash flows of EUR 315 million per year. The Group has also maintained a positive net cash position, with a net cash position (excluding lease liabilities and earn-out and buy-out obligations) of €211 million at the end of December 2024 (after the payment of an exceptional dividend of €150 million). The Group’s recent robust financial performance and healthy financial position are also a testament to the Group’s successful deployment of its acquisition strategy. Over the 2022-2024 period, the Group has executed 23 acquisitions, strengthening its expertise and geographical coverage and contributing to the Group’s growth. The Group’s approach to acquisitions is characterized by a structure that favors optimal integration post-acquisition, including through a strong emphasis on cultural fit and a partnership model. This approach is designed to increase the probability that the acquisitions will be accretive beyond the short-term and generate a return on its investment. Building on the strength of its business model and its healthy financial condition, the Group believes that it is in a solid position and has the required financial flexibility to continue delivering shareholder value without compromising on the investments required to remain a leader in its field.

Advertising and media can be leveraged to cultivate a brand’s reputation, to grow a client’s business by connecting with audiences and to promote messaging that has a positive impact on society. The Group’s value proposition is that its communications and marketing services can assist its clients in achieving these positive results through what the Group calls “meaningful” communication. This term embodies the notion that communications and marketing services should be created, produced and distributed in an effective manner in order to generate value for clients and businesses.

The Group is focused on enabling the creation, production and delivery of “meaningful” communications in the following ways:

The Group also intends to supplement these areas of focus by pursuing a targeted acquisition strategy to expand the breadth of the Group’s geographic presence and communication and marketing services.

The Group has developed a client-centric and integrated model that is underpinned by a decentralized but cohesive organizational structure, reflected in its Havas Villages and Centers of Excellence.

Within an increasingly complex and rapidly evolving advertising ecosystem, the Group is implementing its new “Converged” strategy to more fully integrate the Group’s creative, media, production and technology capabilities in an effort to further improve the effectiveness of the Group’s services, support innovation and provide its agencies with a meaningful value proposition for the Group’s clients.

Specifically, “Converged”, which was introduced in mid-2024, is a global strategy comprising principally three elements: (i) deploying a data and AI-driven platform, or “operating system” (“OS”), for use by agencies across the organization, improving each phase of service delivery and streamlining processes; (ii) investments in data, technology and AI capabilities; and (iii) creating the position of Global Chief Client Officer to manage client relationships across the Group’s organization, aiming to further improve the consistency of services across the Group’s entities and areas of expertise, support competitive differentiation, enhance reactivity to client inquiries and issues, and provide a comprehensive global overview to help align strategies with client expectations and market trends. The overarching objective of the “Converged” strategy is to ultimately improve the Group’s value proposition and client experience.

The “Converged” OS is the result of over five years of investment to expand and consolidate the Group’s capabilities and data in a single platform that can be applied to deliver marketing and communication services across the Group’s agencies.

The “Converged OS” is a platform that embodies a four-step process:

Once deployed across the full range of its expertise, the Group believes that the use of the “Converged” OS in the design, creation, production, automation, scalability and delivery of its services can help the Group generate a more attractive value proposition, deliver more effective and impactful communications and marketing services for current and prospective clients and, in turn, drive increased revenues and market share.

Havas intends to continue investing in what it believes to be the most effective data and technology and AI tools. As part of this effort, the Group announced in June 2024 an additional expected €400 million of investments (defined as total of Opex, Capex and M&A spending), including in new capabilities, tools, international networks and strategic partnerships (in addition to payments in relation to earn-out and buy-out obligations related to past acquisitions), between 2024 and 2027, as part of its “Converged” strategy. This would bring the total amount of investments made by the Group in such areas since 2014 to approximately €1 billion.

Clients are increasingly focused on communication and marketing services that can hold consumer attention to their brands. To that end, the Group recently combined the expertise of two agencies in fan engagement (such as in sports, music, culture and gaming) and content marketing (which focuses on distributing content online to create brand awareness) to create Havas Play. The Group believes that Havas Play can leverage communities’ passions, interests and hobbies to generate brand loyalty. Following its success in France, Havas Play’s services are now offered globally across the Group, which the Group believes can be integrated with other of its services, such as Havas Market’s e‑commerce offerings, to drive growth in its business. Similarly, in 2020 the Group united 20 of its agencies under a common network to create Havas CX. This global network, present in 20 countries, brings together agencies that specialize in improving customer engagement, including expertise in digital transformation, customer experience design and customer acquisition and engagement. These include BETC Fullsix in France (combining creation and digital expertise to offer, among other services, experience design, content creation and delivery, product campaigns and activations, and customer relationship and data management), Think Design in India (design agency specializing in user experience and user interface) and Gate One in the United Kingdom (digital and business transformation consultancy). The Group believes that focusing on these offerings can help drive growth of its business, including by integrating Havas Play with other of its services, such as Havas Market’s e-commerce offerings, and expanding its Havas CX offering in certain markets (such as the United States).

The Group is also focused on innovation through its dedicated research and development (“R&D”) and technology and data teams. The Group expects to continue its focus on exploring use cases for emerging technologies, including generative AI, machine learning and advanced data analytics. The Group believes these technologies have a wide range of applications, including the ability to be used to better inform and improve its clients’ advertising choices, particularly in terms of modeling the expected target audience or calculating the effectiveness of media actions. Moreover, these technologies can be used to streamline the Group’s content production, from development to content management, in an effort to deliver efficiency gains and cost savings to its clients.

The Group invests significantly in cutting-edge technologies to enhance its service offerings, optimize campaign effectiveness and drive client success. Through its dedicated expert teams and supported by more than 2,200 data, technology and customer experience specialists, the Group seeks to both enhance the effectiveness and efficiency of its current services and pioneer new solutions that set benchmarks in the communications and marketing industry. For example, the Group’s global content-at-scale network, Prose on Pixels, which integrated several of the Group’s production practices into a single offering, was enabled by the Group’s investment in technologies. This commitment to R&D is at the core of the Group’s strategic vision to remain at the forefront of this dynamic and competitive market. Note that the R&D efforts are mostly to Research and is not capitalized.

Havas intends to continue investing in what it believes to be the most effective data and technology and AI tools. As part of this effort, the Group continues to invest in new capabilities, tools, international networks and strategic partnerships. For example Havas has entered into an expanded partnership with Adobe in 2023, enabling all Havas agencies to leverage Adobe’s AI-powered content supply chain solutions and creative generative AI solutions.

This partnership empowers approximately 5,000 users globally to integrate Adobe’s technology into the Group’s processes, including with respect to visualization, image search and resizing, production (content generation, personalization and optimization) and project management through Adobe Workfront. For example, with Adobe GenStudio, agencies can choose from a range of content creation techniques and methods. It also provides them with usage and performance data to evaluate the effectiveness of creative content and campaigns.

In addition to Adobe, the Group has also entered into numerous partnerships with other established industry players. The Group’s technology capabilities are enabled by a global team of specialists that are certified across various software and solutions used by the Group and its clients, including data specialists fully focused on data analysis, data science and data strategy.

The Group’s technological tools and processes leverage a pool of diverse data sources from which the Group’s agencies are able to provide actionable insights into consumer behavior and market trends. This data-driven foundation enables the Group to create targeted campaigns to increase their effectiveness with its clients’ desired audiences.

To obtain high-quality and targeted datasets, the Group combines proprietary data sources with access to datasets from third-party providers (instead of “buying data”). The Group believes that this approach offers several key benefits, particularly in terms of flexibility and cost-effectiveness, such as ensuring access to up-to-date information, reducing upfront costs and flexibility based on actual needs. Moreover, the Group is developing certain solutions and methods to allow it to identify website visitors without using third-party cookies, such as first-party data integration, direct media partner integration and identity solution partnerships. As third-party cookies are increasingly being blocked, disabled, and subject to a potential phase-out, the Group believes there will be significant opportunities for CSA as clients seek to improve their use of alternative measurement methods, such as through econometrics and incrementality testing, to compensate for a loss of data collected through third-party cookies.

Havas collaborates with technology partners and industry experts to foster a culture of continuous learning and innovation. For example, the Group has developed training and information-sharing tools for employees, such as Havas University and Agora. The Havas AI Collective also aims to keep employees up to date on the latest generative AI trends, applications, and trainings, providing them with the opportunity to ask questions to experts. These collaborations facilitate the exploration of emerging technologies, including generative AI, machine learning and advanced data analytics, which are integral to developing the next-generation of its advertising tools, services and platforms for its clients.

In addition, the Group also conducts proprietary studies on certain key topics of interest to the Group and its clients in order to gain deeper insights into consumer behavior and social change (for example, the Group’s Meaningful Brands study, which was designed as a barometer of consumer behavior and aspirations, its Citizen Brands study, which is an evidence-based brand and design framework created to help brand leaders meet the needs of both the individual and society, or periodic prosumer reports produced by the Group).

Havas intends to continue its focus on attracting and retaining exceptional talent.

The Group stands out as a result of its diverse pool of highly skilled professionals that are deeply committed to delivering innovative and effective solutions to their clients. The Group is keenly aware that its ability to attract and retain internal and external talent, including creators, designers, authors, managers, programmers and developers, is key to the success of the Group.

The Group will aim to continue its efforts to retain and attract talent by promoting a culture that values collaboration, initiative, and continuous learning. In particular, the Group has developed a talent strategy through five core commitments to employees: (i) belonging, (ii) career, (iii) wellbeing, (iv) learning, and (v) impact. For example, the Group has implemented comprehensive global and local training and career development programs, designed to enhance employee skills and support their professional growth, such as “Havas NextGen” and “Femmes Forward”, as well as the platform “Havas University”. The Group also conducts regular global surveys, such as “HavaSay”, to better understand the aspirations, expectations, and challenges of its teams, and refine its management practices, thereby ensuring it remains an attractive organization that effectively supports employee growth and satisfaction.

In addition, the Group seeks to empower its teams by placing a strong emphasis on leveraging data and technology. In particular, the Group has supported its teams through targeted AI modules and trainings. By giving them the ability to incorporate AI and machine learning in their creative and management processes, the Group is enabling them to work more efficiently and effectively, and to boost their performance over time. Because generative AI reduces content production costs, it further enables the Group to redirect investments into content quality, creation and talent and, in turn boost its performance.

The “People” pillar of the Group’s CSR strategy also reflects the Group’s commitment to foster an inclusive workplace that prioritizes the well‑being and professional development of its employees, recognizing that varied perspectives enhance creativity and innovation.

Havas has adopted a disciplined external growth strategy that seeks to add value to the Group by:

The Group’s acquisition strategy is underpinned by quantitative investment criteria, including selecting targets that the Group believes can deliver double digit returns on investment and that can be accretive to the Group’s EBIT margins. The Group also considers recent comparable acquisitions to evaluate the appropriate purchase price. Moreover, for most of its acquisitions, the Group has adopted a partnership model whereby the Group typically acquires target businesses in tranches over time. These buy-out arrangements (and sometimes earn-out arrangements) are designed to encourage talent retention and align incentives in respect of longer-term business performance. By applying these qualitative and quantitative criteria, the Group is able to narrow the list of potential targets (typically generating a list of approximately 25 suitable targets each year) and, since 2017, has been able to execute on between five to ten agency acquisitions each year.

The Group intends to continue its disciplined external growth strategy, which is supported by a positive track record. Over the period 2019-2024, the Group estimates that contributions to net revenue from new acqui­sitions represented, on average, approximately 1.9% of its net revenue per year. Most recently, the Group has executed 23 acqui­sitions from 2022 to 2024, including notably Uncommon in the United Kingdom and PivotRoots in India.

Havas has also been recognized as the top 10 M&A buyer in 2024 among advertising holding networks according to Ciesco’s 2024 Global M&A Activity Overview.

The Group is aiming to generate contributions to net revenue from new acquisitions averaging between €40 million and €50 million per year over the medium term, driven by the execution of the Group’s external growth strategy.

The table below presents the key top corporate executives at Havas.

Mr. Yannick Bolloré is a graduate of Paris-Dauphine University in 2001. He co-founded the production company WY Productions in 2002. In 2006, he joined his family group, the Bolloré Group, to launch and develop its media division. Within five years, Bolloré Média became a leading independent French TV group and was subsequently sold to Canal+, making the Bolloré Group a shareholder in Vivendi. He then joined the Group in 2011 and became Chairman and Chief Executive Officer (Président-Directeur général) of Havas SA in 2013. Mr. Yannick Bolloré was appointed Chairman of the Supervisory Board (Conseil de surveillance) of Vivendi in April 2018. In connection with the Vivendi Spin-Off, in October 2024, Yannick Bolloré was appointed Chairman of the Supervisory Board of Canal+ SA and Director of Louis Hachette Group. Mr. Yannick Bolloré was named a Young Global Leader in 2008 by the World Economic Forum. He has received numerous honors and awards from international associations and the business press. He is also a Chevalier de l’Ordre des Arts et des Lettres.

Prior to his move into Havas, Mr. Alfonso Rodés Vilà accrued over fifteen years of experience in the banking sector. Mr. Alfonso Rodés Vilà’s progress within the Havas Media Network team started over twenty years ago in 1996 with his appointment as Chief Corporate Development Officer of MPG. At that time, MPG was operational in Spain, Portugal and Mexico. In 2001, with the group operating in over 13 markets, he also became Chief Executive Officer of MPG for Spain and Southern Europe. Mr. Alfonso Rodés Vilà became CEO of Havas Media Network, the global media network of Havas, in 2006. In March 2011, Mr. Alfonso Rodés Vilà was appointed Deputy CEO of Havas SA and in 2016 was appointed Chairman of Havas Spain as the Group moved forward with its integration strategy. In November 2017, Mr. Alfonso Rodés Vilà was appointed Chairman of Havas Media Network.

Mr. Jean de Yturbe is a graduate from Babson in Business Adminis­tration. After six years with Lanvin as Worldwide Marketing Director, he became International Director of Havas Conseil in 1980 and Chairman of HDM Europe in 1985. He was appointed Chairman of Eurocom Advertising Worldwide in 1990. He joined Bates in 1993 as Chairman of Bates Europe and Executive Director of Cordiant Plc, and became CEO of Cordiant in 2002. He joined Havas SA in September 2003 as Director of Development.

Mr. François Laroze is a graduate of the Institut d’études politiques de Paris (Sciences Po). He joined the Bolloré Group in 1987, where he notably served as Financial Director of Delmas (shipping), Corporate Secretary of Havas Media’’ France and Group Controller of Bolloré Group. In 2011, he was appointed Chief Financial Officer of Havas, a position he continues to hold while also serving as a member of Management Board (Directoire) of Vivendi and its Chief Financial Officer since June 24, 2022. Following Havas' listing on Euronext Amsterdam, he was promoted to Global Chief Operating Officer, in addition to his role as Chief Financial Officer, in March 2025.

Mr. Michel Dobkine has been General Secretary and General Counsel of Havas since 2008. He is a qualified lawyer and an alumnus of the French National School for the Judiciary (École nationale de la magistrature). He began his career as Deputy Public Prosecutor from 1983 to 1986 before being appointed a Magistrate in the central administration of the French Ministry of Justice in 1987 until 1992. From 1992 to 1999, he served as Head of Financial, Economic and Social Legislation, then as Deputy Director of Economic and Financial Affairs at the French Ministry of Justice. In 2001, he became Deputy Director at the French Ministry of the Budget and Budgetary Reform. In 2002, Mr. Michel Dobkine was appointed Public Prosecutor at the Nîmes Court of Appeal, and in 2005 he became Director of the French National School for the Judiciary. In 2007, he was appointed Cabinet Director of the Ministry of Justice, and the same year became Advocate General at the Court of Cassation (Commercial Chamber) before taking leave in 2008, the year he joined Havas as Secretary General. Since 2015, Mr. Michel Dobkine has been a member of the Council of the Faculty of Law and Political Science at the University of Paris Ouest Nanterre La Défense. From 1992 to 1998, he taught civil law at the university of Paris-I with Professor Catherine Labrusse-Riou. He is a former Associate Professor of the University of Paris-X where he also taught a masters seminar in corporate law litigation. Mr. Michel Dobkine was awarded the rank of Chevalier de la Légion d’honneur and the rank of Officier de l’Ordre National du Mérite. He was also named Officier dans l’Ordre des Palmes académiques.

2024 was another year of growth for Havas. Net Revenue reached an all-time high of €2,736 million, increasing by +1.5% in absolute terms.

Organic growth of Net Revenue was –0.8% for the full year.

The effect of acquisitions and disposals in the current year had a positive impact in 2024, accounting for +2.5%; foreign exchange rate had an almost neutral impact at –0.2% on Net Revenue.

Revenue for the 2024 fiscal year amounted to €2,863 million, a declineof 0.3% compared to 2023.

North America: This region ended the year down –6.6% organically, primarily due to the loss of Pfizer as a client at the beginning of 2024. Havas Media experienced a challenging year in North America in 2024, while Havas Creative recorded a solid performance.

APAC & Africa: These regions recorded a positive organic performance, +1.1%, driven by Havas Media, whose market positions are significant, and by Havas Health.

Latin America: This region experienced very strong organic growth at +14.7% in 2024, particularly in the fourth quarter. This excellent performance is driven by Havas Creative and Havas Media Networks, with double-digit organic growth.

In line with its strategy, Havas maintained strong momentum in acqui­sitions, integrating six new agencies in 2024:

These acquisitions are in line with Havas’ client-centric approach, aimed at diversifying the solutions offered to clients in terms of digital, data and artificial intelligence integration.

Adjusted EBIT stood at €338 million and is at the top end of the target
range of the previously announced 2024 guidance.

Adjusted EBIT margin reached 12.4% compared to 12.1% for 2023.

Personnel costs have been well managed. The workforce at year-end 2024 comprised 22,610 people, and restructuring costs amounted to €29 million in 2024, compared to €19 million in 2023. These changes are consistent with business trends.

The financial result was negative at €37 million for the year 2024, compared to €31 million in 2023. Interest stood at €2 million, compared to €8 million in 2023. Additionally, the Group recorded non-recurring financial expenses of €9 million, related to an exceptional cash performance award, in connection with the Admission of Havas N.V. and the work played. For more detailed information, please refer to Chapter 8.

The tax expense for the 2024 fiscal year was €89 million, compared with €95 million in 2023.

The effective income tax rate stood at 31.9% (compared to 34.0% in 2023).

Net Income attributable to the Group reached €173 million.

Excluding the non-recurring financial charges of €9 million, Net Income attributable to the Group would have been €182 million, an increase of
almost 9%.

In 2024, cash flow generated by operating activities amounted to €242 million, down by €(99) million compared to 2023, mainly due to an unfavorable change in working capital requirements.

The change in working capital was negative, amounting to €(71) million (compared to a positive change of €11 million in 2023).

Cash flow used in investing activites amounted to €82 million, compared to €(94) million in 2023. This change in variation is mainly explained by the Loan to Vivendi S.E. for €116 million.

Cash flow used in financing activites, amounted to €(447) million. compared to €(243) million. This change in variation is mainly explained by the dividends paid, amounted to €251 million, of which €150 million to Vivendi, as an exceptional dividend.

For more detailed figures information, please refer to the financial statements chapter.

Havas looks to 2025 with confidence and enthusiasm poised to generate profitable growth, building on historically solid fundamentals. The Group will continue to globally roll out its Converged strategy and Operating System and strengthen capabilities in high growth areas, bolstering its customer experience network, developing digital, retail and entertainment media services, enhancing expertise networks in brand and design, as well as strategic advisory, and optimizing its content-at-scale network. Having embraced AI and integrated it into its operations, Havas has developed over the past months “Havas AI”, a dedicated AI offering, to provide clients with a tailored approach and a full suite of services across consulting, proprietary products, and delivery services, helping them make the most of this transformative technology.

The Group will also pursue its strategy of targeted acquisitions. Since the beginning of 2025, Havas has acquired majority stakes in 3 agencies:

Havas confirms its guidance for fiscal year 2025, namely:

For the Year 2025, Havas intend to pursue its staff recrutement in coherence with the business evolution. The Group would also pursue its capital allocation with financing acquisitions, in line with its objectives to acquire 5 to 10 acquisiotns (majority stakes) and its capital expenditures needs, in line with the evolution of the business.

The Group also confirms its medium-term financial targets for fiscal year 2028:

Havas N.V. (Havas or the Company) is a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands and is registered with the Dutch trade register (Kamer van Koophandel) under number 95011439. The Havas Ordinary Shares (as defined in Section 6.1 “Authorized and issued share capital of the Company”) were first admitted to listing and trading on Euronext Amsterdam (the “Admission”), the regulated market of Euronext Amsterdam N.V., on December 16, 2024.

The board of directors of the Company (raad van bestuur, the “Board”) has a one-tier board structure comprising executive directors (the “Executive Directors”) and non-executive directors (the “Non-Executive Directors”). The Executive Directors are primarily responsible for all day-to-day operations of the Company. The Non-Executive Directors supervise (i) the Executive Directors’ policy and performance of duties and (ii) the Company’s general affairs and its business and render advice and direction to the Executive Directors. The Board is entrusted with the management of the Company and for such purpose has all the powers within the limits of the law that are not granted by the articles of association of the Company (the “Articles of Association”) to others. In the performance of their tasks, the Directors are guided by the interests of the Company and the enterprise connected with it. Under Dutch law, the Company’s interests extend to the interests of all its stakeholders, including its shareholders, creditors and employees.

The Company acknowledges the importance of good corporate governance and complies with most of the principles and best practice provisions of the Dutch Corporate Governance Code of December 20, 2022 (the “DCGC”), the full text of which can be found on https://www.mccg.nl/. Deviation from any of the principles and best practice provisions of the Code are explained under Section 5.12 of this Annual Report in accordance with the DCGC’s “comply or explain” principle. Substantial changes in the Company’s corporate governance structure and in the Company’s compliance with the DCGC, if any, will be dealt with at the annual general meeting of the Company (the “General Meeting”) held each year within six (6) months after the end of the Company’s financial year (the “Annual General Meeting”) as a separate item. On March 20, 2025, the Corporate Governance Code Monitoring Committee published an update to the DCGC. The updated DCGC is applicable in respect of financial years starting on or after January 1, 2025, and as such did not apply to the financial year ended on December 31, 2024.

This annual report for the financial year ended on December 31, 2024 (the “Annual Report”) also includes the information that the Company is required to disclose pursuant to the Dutch Decree on Article 10 of the Takeover Directive (Besluit artikel 10 overnamerichtlijn) and the Dutch Decree on the content of the Board Report (Besluit inhoud bestuursverslag).

The Board is the executive and supervisory body of the Company. It is entrusted with the management of the Company, supervises the general course of affairs in the Company and the business affiliated with the Company and is responsible for the continuity of the Company. The Board is accountable for these matters to the General Meeting.

The Board’s responsibilities include, among other things, developing a view on sustainable long-term value creation by the Company, determining the Company’s strategy and risk management policy, appointing and dismissing the senior internal auditor, annual assessment of the way in which the internal audit function fulfils its responsibility and approving the audit plan drawn up by the internal audit function, ensuring compliance with legislation and regulations and the corporate governance structure of the Company, publishing the corporate structure of the Company and any other information required under the Dutch Civil Code (“DCC”), and approving the (semi-annual) financial statements and Board report and approving the expenditures exceeding €50 million.

The Board may perform all acts necessary or useful for achieving the Company’s objectives, with the exception of those acts that are prohibited by law or by the Articles of Association. Pursuant to the Articles of Association, the Board may allocate its duties and powers among the Directors pursuant to the Board regulations or otherwise in writing, provided that the following duties and powers may not be allocated to the Executive Directors: (i) supervising the performance of the Executive Directors; (ii) making a nomination for the appointment of Directors; (iii) determining an Executive Director’s remuneration; and (iv) instructing an external auditor to audit the annual accounts. Regardless of an allocation of tasks, all members of the Board remain collectively responsible for the proper management and strategy of the Company (including supervision thereof in case of Non-Executive Directors).

Pursuant to the Articles of Association, the Company is represented by the Board. Any Executive Director shall also be authorized to represent the Company. Furthermore, pursuant to the Articles of Association, the Board may appoint officers with general or limited power to represent the Company subject to the restrictions imposed on him or to grant one or more persons such titles as it sees fit. In addition, the Articles of Association provide that the Board may determine pursuant to the Board regulations or otherwise in writing that one or more Directors can lawfully adopt resolutions concerning matters belonging to their duties within the meaning of Section 2:129 a (3) DCC. Dutch law provides that resolutions of the Board involving a significant change in the Company’s identity or nature are subject to the approval of the General Meeting.

The Board has adopted Board regulations dealing with its internal organization, the manner in which decisions are taken, any quorum requirements, the composition, duties and organization of committees and any other matters concerning the Board, the Executive Directors, the Non-Executive Directors and the Committees established by the Board.

In performing their duties, the Directors shall act in accordance with the Board regulations. The Board regulations came into force on December 9, 2024 and are available on the Company’s website (www.havas.com/investor-relations-shareholders/company-information/).

The Articles of Association provide that the Board consists of one (1) or more Executive Directors and two (2) or more Non-Executive Directors. The Board shall be composed of individuals. The number of Executive Directors and the number of Non-Executive Directors shall be determined by the Board. As at December 31, 2024, the Board comprised three (3) Executive Directors and eight (8) Non-Executive Directors, as more fully set out below.

According to the Board regulations, the Non-Executive Directors shall prepare a profile (profielschets) of the size and composition of the Board, taking account of the nature of the Company and the business connected with it. This board profile shall address: (i) the desired expertise and background of the Executive Directors and Non-Executive Directors; (ii) the desired diverse composition of the Board as expressed in the diversity policy; (iii) the size of the Board; and (iv) the independence of the Non-Executive Directors. The Company’s diversity policy, which has been adopted in accordance with the Board regulations, will be considered in the preparation of the nomination for appointment or reappointment of a Director.

The Board may grant titles to Directors. The Board may designate as Chairman and CEO an Executive Director. The Board has designated Arnaud de Puyfontaine, Non-Executive Director, as the Chair of the Board (voorzitter) for purposes of Dutch law. The Chair of the Board is not considered to be independent within the meaning of the DCGC. Therefore, the Company has appointed a “Lead Independent Director” in accordance with its Articles of Association and the Board Regulations. Certain duties and powers of the Chairman and CEO, Chair of the Board or Lead Independent Director, as applicable, are set out in the Articles of Association and the Board regulations. The Board may also designate one or more other Non-Executive Directors as Vice-Chair. In case the Board has designated more than one Vice-Chair, the Board shall assign each Vice-Chair a rank.

Since December 9, 2024, Fabien Pierlot is the Lead Independent Director. The main duties and responsibilities of the Lead Independent Director are as follows: (i) act as a sounding board and provide support in all aspects to the Chair of the Board; (ii) act as mediator in case of disputes among the members of the Board; (iii) preside over meetings of the Board and shareholders when the Chair is not present; (iv) serve as a liaison between the independent Non-Executive Directors and the Chair of the Board and the Chairman and CEO; (v) provide feedback to the Board on the independent Non-Executive Directors’ collective views on the management, leadership and effectiveness of the Board; (vi) facilitate effective communication and interaction between the Board and management; (vii) oversee and report on the process of assessing the operating procedures of the Board, in conjunction with the General Secretary; (viii) develop recommendations for the governance set-up, including committee structure, Board and committee composition and rotations; (ix) coordinate the oversight work carried out by the Corporate Governance, Nominations and Remuneration Committee aimed at identifying, examining and preventing any potential conflicts of interest (and managing any existing conflicts of interest) within the Board and inform the Chair of the Board and the Chairman and CEO of any such conflicts of interest and report to the Board on the work undertaken; and (x) ensure, in coordination with the Chair of the Board or the Chairman and CEO, effective communications with shareholders and other stakeholders in order to understand their issues and concerns in relation to corporate governance and ensure that responses are provided.

The Board is supported by a general secretary (the “General Secretary”) to be appointed and dismissed by the Board from outside its members. The General Secretary as at December 31, 2024 is Michel Dobkine.

The Articles of Association provide that Directors are appointed by the General Meeting upon the binding nomination of the Board. A nomination by the Board of Directors shall state whether a person is nominated for appointment as Executive Director or Non-Executive Director. The person so nominated is appointed by a resolution adopted by the General Meeting with a simple majority of the votes cast. Pursuant to the Articles of Association, the General Meeting may at all times overrule the binding nomination for appointment of a Director by a majority of not less than two thirds (2/3) of the votes cast, representing more than half of the issued capital. If the nomination comprises one candidate for a vacancy, a resolution concerning the nomination shall result in the appointment of the candidate, unless the nomination is overruled. If the binding nomination for appointment of a Director is overruled, a new binding nomination may be made.

A Director may be suspended or dismissed by the General Meeting at all times. A resolution of the General Meeting to suspend or dismiss a Director other than at the proposal of the Board requires a two-thirds majority of the votes cast. An Executive Director may also be suspended by the Board at all times. A suspension may be extended one or more times, but may not last longer than three (3) months in aggregate. If at the end of that period, no decision has been taken on termination of the suspension or on dismissal, the suspension shall end. A suspension can be terminated by the General Meeting at any time.

A Director shall be appointed for a maximum period of four (4) years, provided, however, that his or her term of office shall lapse immediately after the close of the first Annual General Meeting held in the fourth (4th) year after his or her appointment. A Director may be reappointed with due observance of the preceding sentence. At the proposal of the Board, the General Meeting may resolve to deviate from the maximum period of four (4) years. A Non-Executive Director may be in office for a period not exceeding twelve (12) years, which period may or may not be interrupted, unless at the proposal of the Board the General Meeting resolves otherwise. For a reappointment of a Non-Executive Director after an eight-year period, reasons must be provided in the report of the Non-Executive Directors. Directors shall retire periodically in accordance with a rotation plan to be drawn up by the Non-Executive Directors in order to avoid, as far as possible, a situation in which many Directors retire at the same time. This rotation plan is expected to be implemented starting in 2026.

Dutch law provides for a mandatory limitation on significant positions. A Board composition is to be considered significant if the company concerned is a large Dutch company. A Dutch public company, a Dutch public limited liability company or a Dutch foundation qualifies as a large Dutch company if it meets at least two of the following three criteria on at least two successive balance sheet dates (without interruption): (a) the value of the assets (based on its balance sheet and explanatory notes) on the basis of acquisition and production prices exceeds €25 million; (b) the net turnover for the financial year exceeds €50 million; and (c) the average number of employees is 250 or more.

A person who holds (i) more than two significant board positions as a supervisory or non-executive director, or (ii) a significant board position as chairman of a supervisory or one-tier board, cannot be appointed as Executive Director of the Company.

A person who holds five or more significant board positions as supervisory or non-executive director cannot be appointed as Non-Executive Director of the Company. If such person holds a significant position as an executive director of another large Dutch public company, Dutch private limited liability Company or Dutch foundation, the maximum number of non-executive positions will be limited to two. In calculating the number of significant supervisory or non-executive positions, a significant board position as chairman is deemed to equal two significant supervisory or non-executive positions. However, significant board positions at different companies within a group count as one board position. A group is an economic unit in which legal persons and partnerships are united in one organization.

Presently, the Company does not qualify as a large company for purposes of these provisions since, among other reasons, the Company has not yet prepared annual accounts for two (or more) consecutive balance sheet dates; however, all Directors comply with the rules described above.

A Non-Executive Director shall not be considered independent if such Non-Executive Director or his or her spouse, registered partner or life companion, (foster) child or relative by blood or marriage up to the second degree:

●has been an employee of the Company or Executive Director or an employee or member of the management (or executive) board of an associated issuing institution in the five years prior to his or her appointment;

●receives personal financial compensation received from the Company or an associated company, other than the compensation received for the work performed as a Non-Executive Director and in so far as this is not in keeping with the normal course of business;

●has had an important business relationship with the Company or an associated company in the year prior to the appointment;

●is a member of the management (or executive) board of a company in which an Executive Director is a supervisory (or non-executive) Board member;

●has temporarily performed management (or executive) duties during the previous twelve months in the absence or incapacity of Executive Directors;

●has a shareholding of at least 10% in the issued share capital of the Company, taking into account the shareholding of natural persons or legal entities cooperating with him or her on the basis of an express tacit verbal or written agreement; or

●is a member of the management (or executive) board or supervisory (or non-executive) board – or is a representative in some way – of a legal entity which holds at least 10% of the issued share capital of the Company, unless the legal entity is a subsidiary.

The independency of Non-Executive Directors is assessed prior to their nomination for appointment to the Board and, thereafter, annually.

The Dutch mandatory requirements regarding a diverse and proportionate composition will apply to the Non-Executive Directors of the Company. This appointment quota requires at least one-third of the Non-Executive Directors of the Company to be male and another one-third to be female.

An appointment in violation of the appointment quota is null and void, although such nullity does not affect the validity of the decision-making process in which the relevant Non-Executive Director participated. An exception is made, however, for a reappointment within eight years following the year of appointment. This rule also does not apply in the case of so-called exceptional circumstances, whereby such an appointment may be for a maximum term of two years. An exceptional circumstance exists only if such an appointment or reappointment is necessary in order to serve the long-term interests and sustainability of the Company as a whole or to ensure its viability.

The Company currently meets the gender diversity quota.

In addition to the aforementioned gender diversity appointment quota, if the Company qualifies as a “large Dutch company”, it will also be subject to the so-called gender diversity target regime. Under this target regime the Company would have to set appropriate and ambitious targets – which should take the form of target ratios – and prepare a plan to bring about a more balanced ratio of men to women with regard to the Executive Directors and the Senior Management. The Company would also annually report on the progress in meeting their target figure and, if one or more targets have not been achieved, the reasons for this, to the Social and Economic Council of the Netherlands (Sociaal Economische Raad) within ten months following the end of the financial year. This information would also need to be included in the management report of the Company and certain information on diversity would need to be included in the management report pursuant to the CSRD, when applicable.

Presently, the Company does not qualify as a large company for purposes of these provisions since, among other reasons, the Company has not yet prepared annual accounts for two (or more) consecutive balance sheet dates.

For the Board and senior management, the Company has also adopted a diversity and inclusion policy (the D&I Policy) on December 11, 2024, as per best practice provision 2.1.5 of the DCGC, laying down the elements of a diverse and inclusive composition of the Board and senior management. The D&I Policy came into effect on December 16, 2024. As set out in the D&I Policy, the Company’s goal is to create an environment of inclusion and acceptance at the Company and within the Group in which each person is treated equally without discrimination. The Company therefore values and promotes diversity, equity and inclusion for the Group as a whole. The Company believes that the Group’s business will benefit from a wide range of skills and a variety of different backgrounds. Furthermore, a diverse composition of the Board promotes debate, balanced decision-making and independent actions within the Board. The D&I Policy acknowledges the benefits of greater diversity, including with regards to gender or gender identity, age, nationality, ethnicity and educational, cultural or other background, and remains committed to ensuring that the Directors and senior management bring a wide range of expertise, experience, competencies and other personal qualities. The diversity aspects set out in the D&I Policy shall be taken into consideration when (i) preparing the Board profile, (ii) nominating persons for appointment to the Board and (iii) employing or promoting individuals who will (thereafter) form part of the senior management. With respect to the Board, the D&I Policy has also set the following specific diversity targets to safeguard diversity within the Board:

(a)by 2030, at least 50% of the Board will consist of women, and at least 50% of the Board will consist of men;

(b)by 2030, at least 50% of the Board will have experience in marketing and/or media;

(c)by 2030, the nationality of the members of the Board shall be reasonably consistent with the geographic spread of the Company’s business and no nationality will account for more than 80% of the members of the Board; and

(d)by 2030, at least 40% of the Board will consist of members below the age of 70 at the time of their nomination for appointment to the Board.

With respect to the gender composition of the Board, 45% of the Directors consisted of women and 55% of the Directors consisted of men as at December 31, 2024.

As the D&I Policy was adopted and came into effect at the end of the 2024 financial year, its implementation is ongoing and the Board will report on the results of this policy, the gender composition of the Board and senior management, as well as its action plan to improve diversity and inclusion in the Company’s corporate governance statement for the 2025 financial year.

Based on Dutch law the Articles of Association must in any case provide for rules in the case the seats of all Directors are vacant or upon the inability of Directors.

Pursuant to the Articles of Association the remaining Executive Directors shall temporarily be entrusted with the Executive Management of the Company, if the seat of an Executive Director is vacant or upon the inability of an Executive Director, provided that the Board may provide for a temporary replacement. If the seats of all Executive Directors are vacant or upon the inability of all Executive Directors, the Executive Management of the Company shall temporarily be entrusted to the Non-Executive Directors, provided that the Board may provide for one or more temporary replacements.

Furthermore, if the seat of a Non-Executive Director is vacant or upon inability of a Non-Executive Director, the remaining Non-Executive Directors shall temporarily be entrusted with the performance of the duties and the exercise of the authorities of that Non-Executive Director, provided that the Board may provide for a temporary replacement. If the seats of all Non-Executive Directors are vacant or upon inability of all Non-Executive Directors, the General Meeting shall be authorized to temporarily entrust the performance of the duties and the exercise of the authorities of the Non-Executive Directors to one or more other individuals.

A Director shall in any event be unable to act: (i) during the period for which the Director has claimed inability in writing; (ii) during the Director’s suspension; or (iii) during periods when the Company has not been able to contact the Director (including as a result of illness), provided that such period lasted longer than five consecutive calendar days (or such other period as reasonably determined by the Board).

The Board shall hold meetings on a regular basis at a time to be determined by the Board and whenever one or more of its Directors have requested a meeting,

Unless applicable law, the Articles of Association or the Board regulations provide otherwise, resolutions of the Board shall be adopted with a simple majority of the votes cast. In a meeting of the Board, each Director is entitled to cast one (1) vote. If there is a tie in voting, the proposal shall be rejected. A document stating that one or more resolutions have been adopted by the Board and signed by the Chair of the Board or by the Chairperson and Secretary of the particular meeting constitutes valid proof of those resolutions.

At a meeting of the Board, a Director may only be represented by another Director holding a proxy in writing.

Pursuant to Dutch law, resolutions by the Board regarding a significant change in the identity or nature of the Company or the enterprise connected with it, shall require the approval of the General Meeting. This shall in any event include:

The absence of approval of the General Meeting does not affect the authority of the Board to represent the Company in dealing with third parties.

Pursuant to the Articles of Association and Board regulations, resolutions of the Board may also be adopted outside of a meeting, provided that such resolutions are recorded in writing or otherwise and that none of the Directors entitled to vote object to this manner of decision-making.

With effect from December 16, 2024, Mr. Yannick Bolloré, as the Chairman & CEO of the Company, (i) is entrusted and conferred all powers, authorities and discretions in relation to the day-to-day management and operational running of the Company and its Group (with power to subdelegate any such powers, authorities and discretions) within the limits of the corporate objects of the Company and subject to the powers expressly reserved by Dutch law and the articles of association of the Company to the General Meeting or the Board and (ii) can lawfully adopt resolutions within the meaning of Section 2:129a paragraph 3 of the Dutch Civil Code in relation to:

(b)the granting of sureties, endorsements or guarantees on behalf of the Company to third parties up to a value of EUR 450,000,000 in total for a limited period of one year from 11 December 2024;

(c)the granting of sureties, endorsements or guarantees on behalf of the Company to third parties for obligations of its Group Companies (for which no value limit applies) for a limited period of one year from 11 December 2024; and

(d)the granting of unlimited sureties, endorsements or guarantees on behalf of the Company with regard to tax and customs authorities for a limited period of one year from 11 December 2024,

provided that:

(a)the Board explicitly reserves the authority to resolve upon matters as mentioned under (b) above if the value exceeds EUR 450,000,000 or the value cannot be quantified; and

(b)the Board explicitly reserves the authority to resolve upon the following matters if the value exceeds EUR 50,000,000:

Pursuant to Dutch law and the Articles of Association, a Director shall not participate in deliberations and the decision-making process of the Board in the event of a direct or indirect personal conflict of interest between that Director and the Company and the enterprise connected with it.

The Board regulations require each Director to immediately report any actual or potential personal conflict of interest concerning himself or any other Director to the Chair of the Board, and to provide all information relevant to the conflict. The Chair of Board must then determine whether the matter qualifies as a conflict of interest within the meaning of Section 2:129(6) DCC, in which case the conflicted Director may not participate in deliberations and the decision-making process. In the event that the Chair of the Board has a (potential) conflict of interest, the Chair of the Board shall report such (potential) conflict of interest to the Vice-Chair of the Board, or if applicable, the Lead Independent Director, in which case the Vice-Chair of the Board or the Lead Independent Director (as applicable) shall determine whether the matter qualifies as a conflict of interest within the meaning of Section 2:129(6) DCC. If there is such a personal conflict of interest in respect of all Directors, the preceding sentence does not apply, and the Board shall maintain its authority.

Non-compliance with the provisions on conflicts of interest may render the resolution voidable (vernietigbaar) and a non-complying Director may be held liable towards the Company. As a general rule, the existence of a (potential) conflict of interest does not affect the authority to represent the Company and would therefore not affect the validity of contracts entered into by the Company. Under certain circumstances a company may annul a contract if the Company’s counterparty was or should have been aware of the conflict and misused it.

If the Board is unable to adopt a resolution as a result of all Directors being unable to participate in the deliberations and decision-making process due to such a conflict of interest, the decision shall nevertheless be taken by the Board.

The abovementioned applies mutatis mutandis to the deliberations and decision-making of the Board in respect of related party transactions in which a Director or all Directors is or are being involved within the meaning of Section 2:169(4) DCC.

The Board has adopted a related party transactions policy, for the purpose of providing adequate protection for the interests of the Company and its stakeholders when dealing with related party transactions. The related party transactions policy provides procedures for the notification of potential related party transactions. Potential related party transactions shall be subject to review by the Board. The related party transactions policy stipulates when a transaction qualifies as a related party transaction. No such related party transactions shall be undertaken without the approval of the Non-Executive Directors, including a vote in favor of such approval by at least two Non-Executive Directors who are independent within the meaning of the DCGC. A Director shall not participate in the deliberations and decision-making regarding the approval of a related party transaction if he, in relation to the potential related party transaction, (i) is a related party, or (ii) performs a function at a related party or its business. The Company’s related party transactions policy is available on the Company’s website (www.havas.com/).

In accordance with best practice provisions 2.7.3 and 2.7.4 of the DCGC, any transactions in which there are conflicts of interest with Directors that are of material significance to the Company and/or to the relevant Director must be approved by the Board, entered into on terms which are customary in the market, and published in the Board report together with a statement of the conflict of interest and a declaration that best practice provisions 2.7.3 and 2.7.4 of the DCGC have been complied with. In accordance with best practice provision 2.7.5 of the DCGC, any transaction between the Company and a natural or legal person who or which holds at least 10% of the issued share capital of the Company that is of material significance to the Company and/or the natural or legal person concerned must be approved by the Board, entered into on terms which are customary in the market and published in the Board report together with a declaration that best practice provision 2.7.5 of the DCGC has been complied with.

In 2024, neither (i) any transaction in which there are conflicts of interest with Director(s) that were of material significance to the Company and/or to a Director, nor (ii) any transaction between the Company and a natural or legal person who or which holds at least 10% of the issued share capital of the Company that was of material significance to the Company and/or the natural or legal person concerned, have been entered into.

The remuneration of the Executive Directors and Non-Executive Directors shall be determined by the Board with due observance of the remuneration policies for the Executive Directors and Non-Executive Directors, respectively.

The Executive Directors shall not participate in the discussion and/or decision-making process regarding the determination of the remuneration of the Executive Directors. In the Remuneration report, details of the individual remuneration of the Executive Directors and Non-Executive Directors are set out.

The Executive Directors and Non-Executive Directors as well as certain officers are insured under a Directors’ and Officers’ liability insurance policy taken out by the Company against damages resulting from their conduct when acting in their capacities as directors or officers with coverage and terms customary for a public listed company of the size of the Company. Although the policy provides for board coverage, the Executive Directors, Non-Executive Directors and Officers may become subject to uninsured liabilities.

In addition, pursuant to the Articles of Association, the Company has agreed to indemnify each Executive Director and each Non-Executive Director for any claim against him or her that he or she may derive from exercising his or her duties as an Executive Director or Non-Executive Director, provided that he or she acted in a good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company or out of his or her mandate and, with respect to any criminal action proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Under Dutch law, Directors may be liable to the Company for damages in the event of improper or negligent performance of their duties. They may be jointly and severally liable for damages towards the Company for breach of the Articles of Association or of certain provisions of the DCC. In addition, they may be liable towards third parties for breach of certain provisions of the DCC. In certain circumstances, they may also incur additional specific civil, administrative and criminal liabilities.

Directors and/or certain Officers are insured under an insurance policy taken out by the Company against damages resulting from their conduct when acting in their capacities as Directors or Officers with coverage and terms customary for a publicly listed company of the size of the Company.

According to the Board regulations, the Board may appoint standing and/or ad hoc committees (“Committees” and each a “Committee”) from among the Non-Executive Directors, which are charged with tasks specified by the Board. The Board remains collectively responsible for decisions prepared by its Committees and accountable for the performance and affairs of the Company. As at December 31, 2024, the Board has constituted the following two Committees: (i) the Audit and Sustainability Committee and (ii) the Corporate Governance, Nominations and Remuneration Committee. Each Committee is subject to the relevant provisions of the Board regulations and its respective Committee charter, which came into force on December 9, 2024 and is available on the Company’s website (www.havas.com/investor-relations-shareholders/company-information/). The Board appoints and removes the members of each Committee. The composition and responsibilities of each of the Committees is summarized in the report of the Non-Executive Directors in Chapter 8 of this Annual Report.

In accordance with the Group’s insider trading policy, a market disclosure committee consisting of five members has been established. This committee is responsible, inter alia, for the timely and accurate disclosure of all information that is required to be so disclosed to the market in order to meet the applicable legal and regulatory obligations of the Company. The Market Disclosure Committee shall meet whenever necessary to fulfill its responsibilities and meetings can be called by and at the request of any members of the Market Disclosure Committee. The Market Disclosure Committee is not a committee of the Board.