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.

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

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 following table provides a breakdown of the Group’s net revenue by business line for the year ended December 31, 2024 and for the year ended December 31, 2025.

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 2,300 clients globally with the support of approximately 9,900 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:

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 and 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:

They continued to excel creatively in 2025, with BETC Paris ranked #18 in WARC’s Creative 100 Agencies and the network itself ranked #8 among global creative networks. Across international festivals, the network earned 34 Lions, including a standout Grand Prix for the “Olympic Games Opening Ceremony Paris”, produced in collaboration with the Paname 24 collective.

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 250 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.

Havas understands that placing clients’ needs and expectations at the center of our strategic approach is essential to building resilient and relevant brands. Today, the customer journey stands as a key pillar of brand strategy, guiding how value is created at every stage of engagement.

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:

Prose on Pixels (POP) is the Group’s AI-empowered global content-at-scale network, across all activation channels (print, video, audio, and digital).

The POP network spans 15 studios worldwide with over 750 Production experts. Key hubs are located in the United States, France, the United Kingdom, the Czech Republic, Costa Rica, Italy, India, and Singapore.

POP’s audience-first production model provides advanced capabilities to create, scale, and personalize content that drives desired brand and business outcomes for clients.

POP is also behind the development of Vermeer.ai, an in-house solution designed to create and produce with AI at a high level of craft while minimizing risk. Developed by Prose on Pixels, the Group’s content at scale network, Vermeer.ai brings together advanced creative and production capabilities with built‑in safeguards in a secure, compliant ecosystem ensuring accessibility, control, and traceability.

The Group also helps its clients develop and implement strategic communications programmes through media relations, public affairs, financial communications, crisis management, social and digital outreach and events. The Group’s two main units in this area are 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.

Founded in 2001, H/Advisors is a global strategic advisory network that employs more than 800 consultants in 23 countries. H/Advisors creates bespoke and holistic communications strategies that are designed to influence core stakeholders at critical moments. H/Advisors’ expertise 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 developed an exceptional strategic approach that combines local market expertise, specialist sector knowledge, 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 many of the world’s best-known companies, governments and international institutions, private equity and investment firms, and education and philanthropic institutions. 

The Group also 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 PRNetwork 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.

With 10,000+ media specialists in more than 140 countries, Havas Media Network serves over 3,000 clients worldwide, partnering with leading global brands to design strategies rooted in real human behavior. Our services span media consulting and investment, retail media and e-commerce, fan engagement, performance marketing, and advanced data analytics, powered by future-forward capabilities in activation, commerce, and data & tech. Havas Media Network delivers throught Converged.AI personalized, connected media experiences that drive immediate results and long-term growth.

 This approach enables automation, predictive insights, and integrated performance measurement, helping clients achieve short-term sales and long-term growth. HMN’ stacks flexes to integrate with client systems, ensuring transparency and adaptability.

Recognition of Havas Media Network in 2025

Havas Media Network achieved strong global recognition in 2025, according to RECMA’s October 2025 Diagnostics Report, holding top qualitative rankings (19 strict qualitative criteria set by Recma), in several markets, first in Latin America and top five in Europe, and second in Europe Middle East and Africa.

Havas Play was ranked by WARC among the world’s top five Media Agency Networks, with one of its campaigns recognized as the second best globally this year. Our work earned major accolades at international festivals, including a Cannes Lions Grand Prix, a Grand Prix at the Internationalist Awards, and the Media Leader of the Year awarded to Patrick Affleck, CEO of Havas Media Network UK. Additional honors included multiple wins at the Festival of Media Global, Spikes Asia, and Effie Awards.

New partnership with Horizon Media in 2025

In September 2025, Havas and Horizon Media announced the formation of a new partnership, under the form of an operating joint venture Horizon Global. Headquartered in New York and spanning over 100 countries, Horizon Global harnesses Havas Media Network and Horizon Media’s combined strengths and focuses on US-centric global client opportunities.

This partnership will enable Horizon to leverage expanded international capabilities for its US‑based clients, while uniting both groups’ expertise to form a single pitch team, to pursue new business opportunities in the US and across the rest of the world.

Outside of those opportunities, Havas Media Network and Horizon Media will continue to operate independently servicing their respective client portfolios, pursuing new business and building their brand profiles.

Media Network is focused on helping clients make smarter media investments through strategic consulting and integrated planning. It provides expertise in audience insights, channel strategy, and investment optimization to ensure media delivers measurable business outcomes, through our agency networks: (i) “Havas Media” offering a comprehensive suite of services for large, multinational clients seeking fully integrated media strategies across all channels and markets; (ii) “Arena Media” a boutique network that blends creativity and data-driven insights to deliver agile, culturally relevant solutions tailored to local market dynamics; and (iii) Forward Media , a specialist agency dedicated to luxury brands, providing bespoke strategies that elevate premium experiences and drive growth in high-value segments. Havas Media Network also operates through expert brands such as Agence 79 in France, specializing in media strategy consulting, adtech, and data marketing.

Havas Media Network’s consulting and investment capabilities are powered by the Groups Network’s operating system (Converged.AI) that connects talent, data, and technology to deliver transparent, cross-platform audience planning and advanced modeling tools. Designed for a privacy-first world, this approach enables precision targeting and performance measurement without reliance on third-party cookies, helping brands achieve both immediate impact and sustainable growth. 

Havas Play was founded to help brands earn their place in culture and turn it into growth. 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 connects people and brands through the passions that move them: sports, gaming, music, fashion, lifestyle and other emerging cultural spaces.

Havas Play unifies existing agency brands and expertise within the Group around this common theme, scaling across all 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 strategy consulting & ideation; branded content; live and experiential, social and influencers, partnerships and sponsorships, and analytics.

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 more than 30 countries, the Group provides a holistic approach to commerce and performance focused on the activities of its clients to improve shopping experience for their consumers and generate incremental revenue for brands across all sales channels. Havas Market is centered around four key pillars:

To meet the client’s 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, in terms of investment accountability and performance transparency. Edge Performance Network (“EPN”) offers an integrated performance marketing approach at a global level. EPN main markets are the United States (where EPN was created at the beginning) and Europe (the United Kingdom and France). 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 a global technology, data, and analytics consultancy 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, technology implementation, and 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:

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.

Using innovative technology, Havas Health creates ideas and experiences to change the way people think about wellness. It 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, 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:

Havas Health’s capabilities continue to be widely recognized across the industry, with outstanding performances in the 2025 MM+M benchmarks and major global award shows. In the MM+M Agency 100 ranking, Havas Life placed #5, Havas Lynx #15, Jacques #22, and Arnold NY #37. At the 2025 MM+M Awards, Havas Lynx won Gold for Large Healthcare Agency of the Year, Arnold NY received Gold for Midsize Healthcare Agency of the Year, and Dan Rubin earned Silver for Agency Entrepreneur of the Year. The network also secured three Lions this year, two Silver and one Bronze.

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 2025, advertising expenditure is expected to grow at a compound annual growth rate of +3.8% at worldwide level, of which +3.2% in Europe Middle Esat and Africa (+2.8% in France and +4.8% in the UK, main markets of Havas), +3.8% in the United States, +6.5% in Brazil and +4.0% in Asia‑Pacific, respectively over the 2025-2028 period.

According to the same source, the pharmaceutical sector, main sector of the Group, is also expected to remain one of sustainable growing industry verticals, at +2.7% expected in 2026, 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 of 6.7% in 2026 in the digital canal (67.6% of the global wordlwide advertising spendings in 2025) and retail advertising segments over the 2025-2027 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. Mid‑2025, Havas renamed Converged as Converged.AI to reflect enhanced capabilities and a sharpened strategic focus on becoming an AI-driven organization fueled by human ingenuity. It signals the Group’s dedication to continuous advancement and commitment to becoming an agency of the future, including a reaffirmation of a €400 million investment in data, technology, and AI through 2027. It also marks major progress in deploying AI throughout the Group and recent advancements to tools within it’s Converged.AI platform.

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. In late 2025, the advertising landscape evolved significantly following the merger of Omnicom and IPG. This all‑stock transaction, valued at approximately $9 billion, created the largest global advertising holding company. The combined entity has announced a strategy focused on operational efficiencies and brand consolidation.

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 1,616 awards in 2025 and receiving accolades at the world’s most prestigious festivals and ceremonies. The Group continued to shine in 2025 as demonstrated by the recent significant industry recognitions listed below:

●At the Cannes Lions, the International Festival of Creativity, held in Cannes in June each year, 15 Group agencies (Havas China, BETC Paris, Havas Sao Paulo, Havas Hoy Mexico, Havas India, Havas New York, Buzzman, Havas Costa Rica, Havas Lynx UK, Havas Paris, Paname 24, W Conran Design, Havas Play France, Havas Media France and Uncommon) won a total of 39 awards, including two Grand Prix, three Gold Lions, twelve Silver Lions and twenty two Bronze Lions. Among the awarded agencies, Paname24 won a Grand Prix, a Gold and three Silver with the “Olympic Games Opening Ceremony Paris 2024”. Havas Play France won a Grand Prix with “The Partnership That Changed Everything” for LVMH. Havas India won a Gold and two Bronze with “Ink of Democracy” for The Times of India. The 2025 edition of Cannes Lions is an exceptional vintage for the Group, with an increase of 56% in the number of awards won across four continents compared to 2024.

●The “Ink of Democracy” campaign also achieved remarkable success across Asia, winning the Grand Prix and three Gold at Spikes as well as a standout performance at ADFEST 2025, where it earned the highly coveted Grand Prix alongside multiple Gold and Bronze awards. 

●At the 2025 Clio Awards, the Group’s agencies received significant recognition, with 60 awards, including one Grand Prix by Havas Germany for Alliance of German Aid Organisations. Paname 24 won Grand Prix and four Gold with “Olympic Games Opening Ceremony Paris 2024”. W Conran Design won one Gold, three Silver and one Bronze with “Designing Paris 2024” for Paris 2024 COJOP. In addition, Havas Paris won Silver with “The Unique Billboards” for KFC France, and BETC Paris won one Gold and four Silver with “Choose Uber” for Heetch.

●At the 2025 Effie Awards, in France, Buzzman has been rewarded Agency of the Year, as well as Arena Media in Portugal. With a total of 114 awards accross all Effie shows, the Group’s agencies achieved outstanding acclaim across multiple categories.

●At Eurobest 2025, the Group shined once again, taking home three Grand Prix for landmark campaigns delivered for Musée de l’Armée, Ikea and My Doctor’s Recipe. 

●Finally, this year was further marked by W Conran Design winning a coveted Black Pencil with “Designing Paris 2024” at D&AD, one of the rarest and most prestigious honors in the industry, with only three to four awarded worldwide each year. 

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 nearly 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 73 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 internal data for the year 2025, around 52% of the Group’s top 50 clients used its services across four or more geographies of a total of six geographies (North America, UK, France, Rest of Europe, Latin America and Asia Pacific) and around 70% used Group services from its two business lines of a total of three business lines (Creative, Media, Health). 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, 2025 was 36,5 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.

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 2019–2025 period (notwithstanding the adverse effects of the pandemic in 2020), with an average annual growth rate in net revenue of 3.6% per year, supported by organic business expansion (representing 1.8% 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 8.5% in Latin America, 5.4% in Asia-Pacific and Africa, 3.7% in North America and 3.4% 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 €115 million and 220 basis points during this period of 2019-2025. 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 2019–2025 period reflecting very solid average net cash provided by operating activities of €319 million per year and a net cash position (excluding lease liabilities and earn-out and buy-out obligations) of €207 million at the end of December 2025.

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 2022-2025 period, the Group has executed 34 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 driving real growth and helping their brands stand out. 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, making a difference for clients 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” 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.AI” strategy is to ultimately improve the Group’s value proposition and client experience.

Mid-2025, Havas renamed its operating system as "Converged.AI" to reflect enhanced capabilities and a sharpened strategic focus on becoming an AI-driven organization fueled by human ingenuity. It signals the Group’s dedication to continuous advancement and commitment to becoming an agency of the future, including a reaffirmation of a €400 million investment in data, technology, and AI through 2027. It also marks major progress in deploying AI throughout the Group and recent advancements to tools within our Converged.AI platform.

The “Converged.AI” 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 communications services across the Group’s agencies.

The “Converged.AI 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.AI” 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).

In June 2025, Havas unveiled Vermeer.AI, a next-gen AI-enabled creative tool for photorealistic visual and video production. Developed by Prose on Pixels, Havas’ content-at-scale network, Vermeer brings together an interdisciplinary team of AI engineers, creative technologists, product designers, and strategic leads. By blending the power of AI with the precision of human oversight, Vermeer offers an unprecedented level of creative control, transforming generative AI into a reliable, professional-grade creative assistant.

In November 2025, Havas took a minority interest in Vurvey Labs (US) an agentic AI platform that combines the speed of AI with its proprietary People Model™ - built on millions of real consumer interviews - to turn authentic human insight into living data that enables brands and agencies to create with greater speed, depth and relevance. Vurvey integrated across Havas’ Health and Creative Networks. 

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. It is important to note that the R&D efforts are mostly Research and is not capitalized ; indeed the large majority of the costs are accounted in operating expenses.

Capabilities partnerships

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 developed an expanded partnership with Adobe, 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.

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.

Data partnerships

In April 2025, Havas announced a strategic investment and partnership with Ostro, the trailblazing AI-powered engagement platform built for the life sciences industry. In a world where consumers and healthcare providers (HCPs) are bombarded with information about new healthcare treatment options, Ostro provides a personalized healthcare journey and serves as the AI interface connecting life science companies with the medical community and patients to drive better health outcomes for individuals and increased ROI for brands. Through this preferred partnership and strategic investment, Havas gains premier access to Ostro’s platform across its entire global ecosystem. It will support Havas Health Network clients, with plans to expand across Havas Creative and Media Networks, fueling smarter content workflows, omnichannel activations, and enhanced media precision. Ostro’s capabilities have already extended into medical affairs, with additional innovations on the horizon.

In May 2025, Havas and YouGov, the international online research data and analytics technology group, announced an expanded partnership that now spans 30 markets across the Media, Creative, and Health networks and incorporates bespoke health insights through proprietary panel data on chronic and seasonal conditions. Furthering Havas’ Converged strategy of supercharging client growth through leading data and tech capabilities, the expanded partnership couples clients’ first party data with YouGov’s attitudinal and psychograph data, enabling the creation and activation of audiences at global scale with vertical-specific accuracy and a privacy-first approach.

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, from 2022 to 2025, the Group has executed 34 acqui­sitions, including notably Uncommon in the United Kingdom and Pivot Roots in India.

The Group aims 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.

In 2025, Havas completed eleven acquisitions.

In 2025, and for the fourth consecutive year, Havas has been recognized as the top M&A buyer (in the Media Marketing and Digital sector, in terms of number of deals) among advertising holding networks, according to Ciesco’s 2025 Global M&A Activity Overview. This professional recognition illustrates the very dynamic M&A strategy of Havas.

2025 was another year of solid performance for Havas.

Net revenue reached of €2,783 million, increasing by +1.7% in absolute terms.

Net revenue rose by 3.1% on an organic basis (compared to -0.8% one year earlier). Accordingly, organic growth for 2025 came in slightly above the top of the guidance range, +2.5% to +3.0%.

Changes in the scope of consolidation had a positive 1.1% impact on growth, while changes in foreign exchange rates had a negative 2.5% impact (mainly the US dollar, British pound, also Brazilian real and Mexican peso).

All geographies contributed positively to year-on-year organic growth in 2025, supported by all business lines:

In line with its strategy, Havas maintained strong momentum in acqui­sitions, integrating eleven new agencies in 2025:

The main items of the 2025 consolidated income statements are described below. For more detailed financial information, please refer to the Chapter 6 Financial Statements.

Adjusted EBIT amounted to 358 million euros, up 5.9% compared to 2024.

Adjusted EBIT margin came out at 12.9%, compared to 12.4% in 2024, representing a 50-basis point improvement year on year. This reflects tight control, over personnel costs (amounting to 1,887 million euros in 2025). Other income and expenses remained stable year on year.

Restructuring costs amounted to 22 million euros for full year 2025, compared to 29 million euros in 2024.

Net financial expense totaled 34 million euros for full year 2025, compared to 37 million euros in 2024.

Income taxes for 2025 amounted to 90 million euros and remained stable year on year (89 million euros in 2024). The effective tax rate stood at 30.1% (compared to 31.9% in 2024), reflecting the implementation of the new tax group in France and Spain, formed from January 1, 2025.

Net income attributable to non-controlling interests increased to 21 million euros from 16 million for 2024, reflecting improved performances from recent acquisitions.

Net income attributable to the Group amounted to 189 million euros, from 173 million euros in 2024.

The main cash flow and financial position items in 2025 are described below. For more detailed financial information, please refer to Chapter 6 Financial Statements.

In 2025, net cash provided by operating activities amounted to 363 million euros, up from 242 million euros in 2024. Changes in working capital returned to a more normal situation in 2025, representing an inflow of 27 million euros, versus an outflow of 71 million euros in 2024. Tax paid amounted to 85 million euros compared to 87 million euros in 2024.

In 2025, net cash used in investing activities amounted to €(53) million euros, compared to 82 million euros in 2024.

In 2025, net cash used in financing activities amounted to €(168) million euros, compared to €(447) million euros in 2024.

In 2025, the effect of exchange rate changes on net cash was negative of 75 million euros, compared to a positive of 23 million euros impact in 2024, mainly due to the unfavorable evolution of the US dollar.

Consolidated equity stood at 1,841 million euros at the end of December 2025, compared to 1,907 million euros at end December 2024.

As of December 31, 2025, net cash stood at 207 million euros, compared to 211 million euros one year earlier.

At the end of December 2025, gross debt totaled 87 million euros, while cash and cash equivalents stood at 294 million euros.

The available liquidity totaled 1,288 million euros.

Havas is looking to 2026 with confidence. In an uncertain macroeconomic context, the Group will continue to build on the strengths of its integrated and client-centric model, diversified geographic footprint and strong business momentum. Accelerating the deployment of its Converged.AI Operating System, the Group will continue to scale up its AI-driven capabilities and advance the rollout of its global LLM portal, to support clients and talents, empowering greater human ingenuity.

The Group will continue to pursue its strategy of targeted acquisitions to strengthen its expertise and geographic reach, by acquiring five to ten majority stakes in 2026. Since the beginning of 2026, Havas has announced majority stakes in four agencies:

In line with its renewed market positioning, Growth, powered by Desire, the Group will continue supporting brands to create long‑term value. With solid fundamentals, expanded expertise and continued investment in talent and innovation, Havas is well positioned to pursue sustainable growth in 2026.

Havas unveals its guidance for fiscal year 2026:

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

The Group operates in Dubai, Oman, Qatar, Saudi Arabia and Israel. This part of the world weighs for 1.9% of the Group Net Revenue with a diversified client portfolio representing all economic sectors; tourism and transportation sectors are more sensitive to political and military troubles than consumer goods. Following the recent events in the Middle East, the Group has determined that these events do not have significant impact on its financial statements. The Group will continue to monitor the situation and will take any necessary actions should circumstances evolve.

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.

As at December 31, 2025, the issued share capital of the Company amounted to €198,362,298.00 and consisted of 99,181,149 Havas ordinary shares with a nominal value of €2,00 each (the “Havas Ordinary Shares”), and the authorized share capital amounted to €800,000,006.00, divided into (i) 200,000,000 Havas ordinary shares with a nominal value of €2.00 each, (ii) 200,000,000 Havas special voting shares A with a nominal value of €2.00 each (the “Havas Special Voting Shares A”), and (iii) one (1) Havas special voting shares B (the “Havas Special Voting Shares B”) with a nominal value of €6.00. The Havas Special Voting Shares A and the Havas Special Voting Shares B are together referred to herein as the “Havas Special Voting Shares”, and the Havas Special Voting Shares and the Havas Ordinary Shares are together referred to as the “Havas Shares”.

As at December 31, 2025, no Havas Special Voting Shares have been issued. Havas Ordinary Shares and Havas Special Voting Shares are subject to, and have been or will be created under, the laws of the Netherlands.

Reverse shares split in November 2025

On October 9, 2025, Havas announced the implementation of a reverse share split at a ratio of 10 to 1, affecting all outstanding ordinary shares. This transaction, approved at the AGM on May 28, 2025, took effect on November 18, 2025. Therefore, the number of ordinary shares has been divided by 10, from 991.8 million to 99.2 million, with the nominal value increasing from €0.20 to €2.00.

All the historical information regarding the share price has been updated, taking into account the reverse shares split.

Shares buyback program and treasury shares

Since the beginning of the shares buyback program on June 2, 2025, and until December 29, 2025, (taking into account two days for delivery and settlement) the Group has bought back 1,647,650 Havas N.V. Ordinary Shares at an average price of €14.99 per share.

As explained in the notice of the program (please refer to the press release issued on May 25,2025, the Ordinary Shares repurchased may be used by the Group to reduce the share capital; or may be earmarked for long-or short-term incentive management plans or for employee share plans.

Among the 1,647,650 Ordinary Shares bought back in 2025, the Board of Directors at a meeting held on November 19,2025, decided to allocate 509,000 shares to short or long-term management incentive plans or employee share plans.

Accordingly, as of December 31, 2025, treasury shares are 1,138,650 Havas N.V. Ordinary Shares.

The Havas Ordinary Shares and Havas Special Voting Shares are in registered form (op naam). No share certificates (aandeelbewijzen) are or may be issued. If requested, the Board will provide a shareholder, usufructuary or pledgee of such Havas shares with a declaration of what is stated in the shareholders’ register concerning the Havas shares registered in his name free of charge. If the Havas shares are encumbered with a right of usufruct (vruchtgebruik) or a right of pledge (pandrecht), the declaration will state to whom such rights will fall.

The shareholders’ register is kept by the Board. The Company’s shareholders’ register records the names and addresses of the shareholders, the number of Havas shares held, the date on which the Havas shares were acquired, the date of acknowledgement and/or service upon the Company of the instrument of transfer, the amount paid on each Havas share and the date of registration in the shareholders’ register. In addition, each transfer or passing of ownership is registered in the shareholders’ register. The shareholders’ register also includes the names and addresses of persons and legal entities with a right of pledge or a right of usufruct on those Havas shares, the date on which they acquired such a right and the date of acknowledgement or service upon the Company of the instrument of transfer.

Pursuant to the Dutch Financial Supervision Act, shareholders are required to notify the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the AFM) in the event that they acquire or lose the disposal of a capital interest (and/or voting rights) in the Company as a result of which their percentage of capital interest (and/or voting rights) in the Company reaches, exceeds or falls below one of the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.

The requirement to notify the AFM also applies in the event that their percentage of capital interest (and/or voting rights) in the Company passively reaches, exceeds or falls below one of the thresholds due to a change in the issued share capital of (and/or voting rights in) the Company.

According to the AFM register, as at 31 December 2025, all notifications by the shareholders of their capital interest (and/or voting rights) in the Company have been made prior to the reverse share split, as described in Chapter 3.2.1 “Authorized and issued share capital of the Company” above. The following shareholders have notified the AFM of a capital interest (and/or voting rights) in the Company of at least 3% prior to the reverse share split:

The number of Havas Ordinary Shares and the number of voting rights stated in the table are no longer accurate, as the total number of outstanding ordinary shares and the corresponding voting rights have been divided by 10 following the reverse share split. As the reverse share split did not affect the percentage of share capital and the percentage of voting rights held by the shareholders, the reverse share split did not in itself trigger a notification obligation. However, it is possible that the stated percentages of capital interest (and/or voting rights) differ from the actual percentages of capital interest (and/or voting rights) for reasons other than the reverse share split, as the shareholders may only be required to notify the AFM in the event that their percentage of capital interest (and/or voting rights) reaches, exceeds or falls below one of the thresholds.

After December 31st 2025,Compagnie de l’Etoile des Mers, controlled by Bolloré Participations, strengthened its stake in Havas N.V. In addition, Yannick Bolloré, Chairman and CEO of Havas NV transfered YB6 to Compagnie de l’Etoile des Mers, in order to group together their shareholdings in Havas N.V.

Upon completion of these transactions, as of, February 19, 2026, Compagnie de l’Etoile des Mers held approximately 22% of the share capital of Havas N.V. and Yannick Bolloré has been appointed Chairman of Compagnie de l’Etoile des Mers.

As of, February 19, 2026, all the Bolloré entities held 53% of the share capital of Havas N.V. For more detailed information, please refer to the AFM filling, February 19, 2026.

The Company owns and operates the Group’s businesses indirectly through its single subsidiary, Havas S.A.S. Stichting Continuity Havas, a foundation (stichting) governed by Dutch law and established by the Company on October 22, 2024 (the “Foundation”) holds a preferred share in the capital of Havas S.A.S. (the “Preferred Share”).

The Foundation’s purpose is to preserve the interests of Havas S.A.S. and its direct and indirect subsidiaries, which operate the Group’s operating businesses from influences that may threaten their long-term continuity, independence and identity and ensure their sustainability for their talents and clients, by discouraging or preventing unsolicited takeover bids, the implementation of dilutive measures and changes in control of the Company (e.g., capital increases; mergers; demergers; changes in composition of the Board) without the support of a majority of Directors whose appointment was made upon the nomination of the Board, through the exercise of the Foundation’s rights and powers as holder of the Preferred Share. The Foundation is able, as holder of the Preferred Share, to exercise its rights and powers as holder of the Preferred Share, even if the transaction or a change in control is sought by or is in the interest of certain of the Company’s shareholders.

For instance, in case of a successful unsolicited takeover bid, or a transaction or corporate action resulting in a change-in-control of the Company (e.g., takeover bid; capital increase; merger; change in the composition of the Board) that is not supported by a majority of directors whose appointment was made upon the nomination of the Board, the Foundation may, by virtue of the Preferred Share and for a period of eight years thereafter, exercise multiple voting rights in Havas S.A.S. to cause the adoption by the shareholders of Havas S.A.S. of decisions regarding (i) the approval of the annual financial statements of Havas S.A.S., and (ii) the allocation of the profits of Havas S.A.S., thereby giving the Foundation control over cash flow received by Havas S.A.S. and dividend payments to the Company, which may in turn prevent the Company from paying, or significantly hinder the Company’s ability to pay, dividends or other forms of distribution to its shareholders.

The Foundation would also have, during such eight-year period, a veto right with respect to the dismissal of the Chairman (Président) of Havas S.A.S. or reduction of his power, the amendment of the articles of association of Havas S.A.S. (including capital increases, mergers and demergers) and certain other important matters implemented at the level of Havas S.A.S.

For additional information on the Foundation and the Preferred Share, please refer to Chapter 4 (f) (“The setting-up of the Foundation and the Havas S.A.S. Preferred Share") of the Company’s prospectus, dated October 30, 2024, prepared in connection with the Admission and available on Havas’s website.

Following the admission to listing and trading of all Havas Ordinary Shares on Euronext Amsterdam (the “Admission”), the Company established an equity-based long-term incentive plans (the “Equity Incentive Plan”) as part of its remuneration arrangements within the parameters of the Company’s remuneration policy.

The Equity Incentive Plan consists of an omnibus incentive compensation plan, containing general terms and conditions that are applicable to all grants of incentive awards by the Company, and additional documents adopted by the Board or, on behalf of the Board, by the Corporate Governance, Nominations and Remuneration Com­mittee or their delegate, which supplement or supersede such omnibus incentive compensation plan.

Pursuant to the Equity Incentive Plan, the Board or, on behalf of the Board, the Corporate Governance, Nominations and Remuneration Committee, or their delegate is able to grant share-based incentives, including performance share units, restricted share units, stock options, share appreciation rights, restricted shares, and other share-based awards, to Executive Directors, or directors, managers, corporate offi­cers or other employees of Group companies.

The administrator of the Equity Incentive Plan has full authority and discretion to take any actions it deems necessary or advisable for the administration of the Equity Incentive Plan.

Awards may be subject to the fulfilment of certain performance criteria as determined by the Board or the Corporate Governance, Nominations and Remuneration Committee.

The total number of Havas Ordinary Shares granted under the Equity Incentive Plan in any given financial year will not exceed two point five percent. (2.5%) of the issued share capital of the Company as at the end of the previous financial year.

Such performance share units and restricted stock units may be satisfied with either newly-issued Havas Ordinary Shares or existing Havas Ordinary Shares, or a mix of both. The vesting period of grants is expected to be of three years, but may be longer or shorter in the discretion of the Board or the Corporate Governance, Nominations and Remuneration Committee. For such grants, the applicable conditions will be evaluated periodically by the Corporate Governance, Nominations and Remuneration Committee and the Non-Executive Directors and changes may be made.

The purpose of the Equity Incentive Plan is to provide long-term incentives to senior management and employees of the Company and its subsidiaries and to Executive Directors, which are linked to value creation for shareholders and, where appropriate, the achievement of certain long-term strategic and financial goals through a variety of awards designed to attract, retain and motivate the best possible workforce.

The Company has implemented a dividend policy that is consistent with its growth and cash generating profile, while maintaining its ability to finance its development.

Pursuant to Dutch law and the Articles of Association, the distribution of profits shall be made following the adoption of the Company’s annual accounts from which it appears that such distribution is permitted. The Company may make distributions to its shareholders, whether from profits or from its reserves, only to the extent that the Company’s equity exceeds the sum of the paid up and called up part of its issued capital plus the reserves which must be maintained pursuant to Dutch law and the articles of Association. The making of a distribution on "Havas Ordinary Shares" from the Company’s profits is resolved on by the General Meeting, provided that the General Meeting may only resolve to make a distribution in kind or in the form of Havas ordinary shares at the proposal of the Board, and the Board, or the General Meeting at the proposal of the Board, may resolve to make distributions from the share premium reserve and other distributable reserves maintained by the Company.

The Group’s dividend policy targets the delivery of a regular return on capital to its shareholders by means of a yearly dividend payment that represents around 40% of net income, Group share, for the relevant financial year.

On December 16, 2024, the shares were admitted to listing and trading on Euronext Amsterdam (ticker symbol: HAVAS) at a price of €1.80 per share (adjusting for the share split at a ratio of 10 to 1 in November 2025, the listing share price would have been €18.0 per share).

The year 2025 was the first 12 month year of listing for Havas N.V. shares. At December 31, 2025, the closing market share price was €17.00 and the market capitalization was almost €1.8 billion. During the year 2025, the lowest closing share price stood at €11.63 and the highest at €17.00.

In 2025, the average daily trading volume was nearly 176 thousand of shares, on the Euronext platform. This volume is not directly comparable to the volume recorded in 2024, which included the tradings post listing.

In September 2025, Havas N.V. joined the AMX Index, which is the reference index for mid capitalizations.

In 2025, the HAVAS N.V. share performance was positive at +4.8%; dividend reinvested, the share performance was up +10.4% which represented the best performance among its peers. Dividend of €0,80 per share was paid on June 5, 2024. It represented, at that time, a yield of 5.3%.

The chart below represents the share performance evolution, dividend reinvested, during the year 2025.

Havas stock price performance
(dividend reinvested)

Bolloré SE, Compagnie de l’Odet SE, Mr. Yannick Bolloré and YB6 have entered into a relationship agreement in order to establish certain arrangements between them as shareholders of the Company (the “Relationship Agreement”). The Company is not a party to the Relationship Agreement, but has co-signed the Relationship Agreement for agreement and acknowledgement of certain provisions.

To give effect to the arrangements as reflected in the Relationship Agreement, Bolloré SE, Compagnie de l’Odet SE, Mr. Yannick Bolloré and YB6 became direct shareholders of the Company shortly prior to the Admission through the transfer by Vivendi of Havas Ordinary Shares to their benefit.

For the purposes of forming and exercising, to the extent possible, a common view and vote on the items on the agenda of any General Meeting, the parties to the Relationship Agreement will, as from the Admission, consult with each other prior to each General Meeting.

Prior to the Admission, each of Bolloré SE, Compagnie de l’Odet SE, Mr. Yannick Bolloré and YB6 has acknowledged and agreed that the Dutch public offer rules as laid down in the DFSA are applicable to the Company and its shareholders as from the Admission. As Bolloré SE, Compagnie de l’Odet SE, Mr. Yannick Bolloré and YB6 will continue to have a combined voting interest in the Company of more than 30% (prior to and) at the time of the Admission, and Bolloré SE, Compagnie de l’Odet SE, Mr. Yannick Bolloré and YB6 have made the afore­mentioned agreements set out in the Relationship Agreement, Bolloré SE, Compagnie de l’Odet SE, Mr. Yannick Bolloré and YB6 have acknowledged and agreed that they will, as concert parties (in overleg handelende personen) (each a “Concert Party” and together the “Bolloré Concert”), be deemed to jointly have a significant influence (overwegende zeggenschap, “Significant Influence”) over the Company exclusively within the meaning of Section 1:1 DFSA as per the time of the Admission. On this basis, Bolloré SE, Compagnie de l’Odet SE, Mr. Yannick Bolloré and YB6, as well as, in respect of Bolloré SE and Compagnie de l’Odet SE, their ultimate controlling persons, benefit from the exemption from the Dutch mandatory offer requirement as laid down in Section 5:71 sub 1(i) of the DFSA.

Each party to the Relationship Agreement shall notify the other parties promptly if a third party obtains an interest or position in such party (whether directly or indirectly) which allows this third party to exercise control over how such party votes on its Havas Ordinary Shares.

For as long as the parties to the Relationship Agreement are Concert Parties, none of the parties shall and each party shall procure that none of its direct or indirect shareholders, members or partners shall, do anything that creates a requirement for any of the parties to jointly or individually make a public offer (openbaar bod) for any equity securities in the Company in accordance with the Dutch mandatory takeover rules or otherwise (the “Mandatory Offer Prevention Obligation”).

In addition, for as long as the parties to the Relationship Agreement are Concert Parties, each party shall, upon the reasonable written request of another party (provided that such requesting party has not breached the Mandatory Offer Prevention Obligation or any other provision of the Relationship Agreement), provide reasonable assistance to such requesting party in legal proceedings initiated by a third party against such requesting party alleging that such requesting party is required to make a public offer for all Havas Ordinary Shares in accordance with the Dutch mandatory takeover rules.

Except for certain specific continuing provisions, the Relationship Agreement shall terminate immediately and be of no force and effect upon the earliest to occur of:

Each party to the Relationship Agreement may by written notice terminate immediately the Relationship Agreement, in whole or in part, in case (i) such party determines in good faith that a breach of the Mandatory Offer Prevention Obligation by the other Party has occurred or is imminent to occur, or (ii) a third party obtained an interest or position in another party to the Relationship Agreement (whether directly or indirectly) which allows this third party to exercise Control (as defined in the Relationship Agreement) over how such party votes on its Havas Shares.

The Relationship Agreement is governed by Dutch law.

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 3.2.1 “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” and, with the Executive directors, the “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 March 20, 2025 (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 DCGC are explained under Section 4.1.9 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.

This annual report for the financial year ended on December 31, 2025 (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 Directors 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 2:129a (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, 2025, 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, 2025 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 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. The Board drew up a rotation schedule for the Directors which may evolve over time, to achieve a staggered end to terms of office. In this regard, upon the recommendation of the Corporate Governance, Nominations and Remuneration Committee, and with a view to ensuring an orderly succession plan, the Board has decided to propose, when appropriate, the renewals of certain terms of office before they reach their official end.

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 (2) 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 (5) 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 (2). In calculating the number of significant supervisory or non-executive positions, a significant board position as chairman is deemed to equal two (2) significant supervisory or non-executive positions. However, significant board positions at different companies within a group count as one (1) board position. A group is an economic unit in which legal persons and partnerships are united in one organization.

The Company qualifies as a large company for purposes of these provisions. 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 (2) 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, the Company is also subject to the so-called gender diversity target regime, since the Company qualifies as a “large Dutch company”. With regard to this target regime the Company has set appropriate and ambitious targets – which take the form of target ratios – and has prepared 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 must 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. Furthermore, this information needs to be included in the management report of the Company and certain information on diversity need to be included in the management report pursuant to the CSRD, when applicable.

Presently, the Company qualifies as a large company for purposes of these provisions.

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 and in line with the gender diversity target regime, 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, 2025.

With no recent changes to the composition, the Company will look for opportunities to strengthen gender diversity by 2030 when assessing the Board’s composition and whilst recruiting new Directors.

With respect to experience in marketing and/or media, more than 50% of the Directors is considered to have experience in marketing and/or media in line with the aspiration included in the D&I Policy.

With respect to nationality of the Directors, the Board represents four (4) nationalities as of December 31, 2025, and no nationality accounts for more than 80% of the Directors, which is in line with the D&I Policy.

With respect to age, the target set out in the D&I Policy is achieved as of December 31, 2025, as only 18% of the Directors is over the age of 70 as of December 31, 2025.

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 (1) 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 (3) of the DCC 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 until the Board decides otherwise;

(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) until the Board decides otherwise; and

(d)the granting of unlimited sureties, endorsements or guarantees on behalf of the Company with regard to tax and customs authorities until the Board decides otherwise,

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 the 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 (2) 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 2025, 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, 2025, the Board has constituted the following two (2) 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 Section 4.2 of this Annual Report.

In accordance with the Group’s insider trading policy, a market disclosure committee consisting of five (5) 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 member of the Market Disclosure Committee. The Market Disclosure Committee is not a committee of the Board.

Directors split by age:

●28% of the Board consist of Directors below the age of 50;

●36% of the Board consist of Directors between the ages of 50 and 60;

●36% of the Board consist of Directors over the age of 60.

Directors split by gender:

●55% of the Board consist of men;

●45% of the Board consist of women.

Directors split by nationality:

●64% of the Board consist of Directors with French nationality;

●27% of the Board consist of Directors with other European union nationalities (excluding French nationality);

●9% of the Board consist of Directors with UK nationality.

The following is a summary of the business experience of the Directors:

Yannick Bolloré – Mr.Yannick Bolloré 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 (5) 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 Havas in 2011 and became Chief Executive Officer of Havas S.A. in 2013. Upon his arrival, he began an in-depth transformation of the group through the “Together” strategy, making Havas the most integrated group in the industry. He also orchestrated the repositioning of the group around the mission “Make a meaningful difference to brands, businesses and people,” for meaningful, committed and responsible communications.

In June 2024, Yannick Bolloré unveiled Havas’ new strategic plan, Converged.AI, aiming to supercharge the integration of the group’s expertise in creativity, media, production, and technology through a unified operating system. In December 2024, he orchestrated the group’s return to the stock market, now listed on Euronext Amsterdam.

Yannick Bolloré was appointed Chairman of the Supervisory Board 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.

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. Yannick Bolloré graduated from Paris-Dauphine University in 2001.

Jean de Yturbe – 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.

Alfonso Rodés Vilà – 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.

Arnaud de Puyfontaine – Mr. Arnaud de Puyfontaine is a graduate of the ESCP Business School (1988), the Multimedia Institute (1992) and Harvard Business School (2000). Mr. Arnaud de Puyfontaine started his career as a consultant at Arthur Andersen and then in 1989 worked as a project manager at Rhône-Poulenc Pharma in Indonesia. In 1990, he joined Le Figaro as Deputy Director. In 1995, as a member of the founding team of the Emap Group in France, he headed Télé Poche and Studio Magazine, managed the acquisition of Télé Star and Télé Star Jeux, and launched the Emap Star Division, before becoming Chief Executive Officer of Emap France in 1998. In 1999, he was appointed Chairman and Chief Executive Officer of Emap France, and, in 2000, joined the Executive Board of Emap Plc. He led several M&A deals, and concomitantly, from 2000 to 2005, served as Chairman of EMW, the Emap/Wanadoo digital subsidiary. In August 2006, he was appointed Chairman and Chief Executive Officer of Éditions Mondadori France. In June 2007, he became General Manager of all digital business for the Mondadori Group. In April 2009, Mr. Arnaud de Puyfontaine joined the US media group Hearst as Chief Executive Officer of its UK subsidiary, Hearst UK. In 2011, on behalf of the Hearst Group, he led the acquisition from the Lagardère group of 102 magazines published abroad, and, in June 2011, was appointed Executive Vice-President of Hearst Magazines International. In August 2013, he was appointed Managing Director of Western Europe. He has also been Chairman of ESCP Europe Alumni. From January to June 2014, Mr. Arnaud de Puyfontaine was a member of the Management Board (Directoire) of Vivendi and Senior Executive Vice President in charge of its media and content operations. Since June 24, 2014, he has been Chairman of the Management Board (Directoire) of Vivendi. In connection with the Vivendi Spin-Off, in October 2024, Mr. Arnaud de Puyfontaine was appointed Director of Canal+ SA and Director of Louis Hachette Group.

Ian Osborne – Mr. Ian Osborne is a graduate of King’s College London and the London School of Economics, where he obtained his degree in 2005. Early in his career, he worked as an advisor to Michael Bloomberg, founder of Bloomberg LP, a business news agency, and former mayor of New York. In 2009, he set up his own consultancy firm, Osborne and Partners, taking on DST Global, the venture capital fund headed by Yuri Milner, as a client. In 2010, he helped DST Partners make lead investments in Spotify and Alibaba. Mr. Ian Osborne invests in the new technology sector and has played a key role in the rise of special purpose acquisition companies (SPACs), which raise funds to acquire other companies for initial public offerings. In 2012, he co-founded and has since managed Hedosophia, an international venture capital investment fund. His investments include Spotify, TransferWise and Alibaba.

Michèle Reiser – Ms. Michèle Reiser is a philosopher by profession holding a master’s degree in philosophy and a diplôme d’études approfondies (DEA) in psychology. Ms. Michèle Reiser has extensive experience spanning over nearly fifty years in the media, commu­nication and advertising services industries, in which the Group operates. In 1975, she started a weekly literary show for young people on French TV channel FR3, which she hosted for eight years. She also wrote a literary column for Le Monde de l’Éducation and later worked regularly at the emission "Ex Libris". As a filmmaker, producer and TV film author between 1983 and 2005 she created documentaries, profiles, and feature reports broadcast on France 2, France 3, France 5, Canal+, and Arte, as well as award-winning medical films (Synthélabo-Sanofi) and advertising films (Cyclamed campaign)..

She founded Les Films du Pharaon and served as its Director from 1988 to 2005. In January 2005, she was appointed a member of France’s Audiovisual Council (CSA) by the French President and presided over the Audiovisual Production, Free Private Channels, Advertising and Cinema and Music working groups over her six-year term. From 2008 to 2012, she founded and presided over the Commission on the image of women in the media which was awarded permanent status by the Prime Minister in 2011. In 2010, she co-presided over the work of the Commission on associations’ access to audiovisual media, which produced a report that was submitted to the Prime Minister in January 2011. She was a member of the Gender Equality Observatory from 2010 to 2012. In 2013, Ms. Michèle Reiser founded the consultancy firm, MRC. She chaired the judging panel of the Gulli Book Prize between 2014 and 2020. In 2015, Ms. Michèle Reiser created the Paris Mezzo classical music festival, which,in 2017 became the Festival de Paris which she has presided over and directed to this day. Between 2015 and 2020, she was a member of the Board of Directors and Strategic Committee of Radio France. Between 2018 and 2025, she was a member of the Supervisory Board of Vivendi Group. In 2025, she was appointed to the Board of Directors of Lagardère SA and became a member of the Audit Committee and the Nominating, Compensation and CSR Committee. She published two novels with Albin Michel: Dans le creux de ta main in 2008, and Jusqu’au bout du festin in 2010, which won the Prix de la révélation littéraire in 2010 from Aufeminin.com. Ms. Michèle Reiser was named Chevalier de l’Ordre national du Mérite in 2004 and was promoted to the rank of Officier in 2019 and was named Chevalier de l’Ordre national de la Légion d’honneur in 2010.

Marie Bolloré – Ms. Marie Bolloré holds a bachelor’s degree in global management and a master’s degree in business process management from Paris-Dauphine University, which she obtained in 2010 and 2013, respectively. She has worked in marketing for Franck Provost Australia in 2012 and as assistant project manager for the Galeries Lafayette group. Ms. Marie Bolloré has been marketing manager for Blue Solutions (2014), CEO of Bolloré Electromobility Division from 2016 to 2018 and CEO of Blue Solutions in 2017. Since 2018, Ms. Marie Bolloré is Director of the Systems and Telecoms Division of the Bolloré Group.

Fabien Pierlot – Mr. Fabien Pierlot is a graduate of an École Supérieure de Commerce. He is a French entrepreneur who founded his first company, Flash Info, in 2003, before establishing Coyote System in 2005 along with its renowned community-based driving assistant brand. Since 2014, he has been the President and founder of Safety System Group, the European leader in connected driver assistance services, with operations in France, Belgium, Luxembourg, the Netherlands, Spain, and Italy. For nearly 20 years, Fabien Pierlot has continued to expand his portfolio of activities, notably with the acquisition of the Traqueur group in 2018, specializing in stolen vehicle recovery, as well as investments in various companies such as Ubiwan in 2022, which focuses on geolocation and fleet management services for professionals. Fabien Pierlot is involved in several companies in the technology and mobility sectors, either as an investor, shareholder, or advisor. He supports various entrepreneurs.

Cathia Lawson-Hall – Ms. Cathia Lawson-Hall is an independent director and strategic advisor with over 25 years of experience in finance, governance, and complex operations in Europe and Africa. After she graduated from Paris-Dauphine University, she has held senior positions at Société Générale, where she was Director of Client Relations and Investment Banking for Africa, responsible for relations with governments, large companies, and African financial institutions. Today, Ms. Cathia Lawson-Hall advises companies and public institutions on strategy, governance, strategic partnerships, financing, mergers and acquisitions, and international development, with particular expertise in Africa. She is a member of the boards of directors of listed companies, including Universal Music Group N.V., Eurazeo SE, Endeavour Mining plc, and Havas N.V. She is also a director of Vivendi SE until April 2026 and was an independent director of the Agence Française de Développement (AFD) until 2024. Deeply committed to the cultural field, she is an independent director of the Amis du Centre Pompidou and co-founder of the Centre Pompidou’s Africa Acquisition Committee. She was named Manager of the Year at the “La Tribune Women’s Awards” (2015), winner of the Diversity Trophy – Professional Career awarded by the think tank Club XXIe siècle (2017) and was named among the 100 Femmes de Culture de l’année in the category Engagement culturel in 2025.

Maria Garrido – Ms. Maria Garrido is currently Chief Marketing Officer of Deezer, where she is responsible for communications, digital performance, public relations, marketing, and the creative studio of the global streaming platform. Until 2021, she was Senior Vice-President, Brand Marketing for Vivendi, where she fostered synergies between the group’s business units and provided marketing and brand alliance support to all group companies. Ms. Maria Garrido was also the Chief Insights Officer of the Group from 2015 to 2020, supervising a team of over 300 people in some 40 countries working across content, innovation (incubators) and market surveys. Before joining Havas in 2014, she spent eighteen years in North America, Latin America and Europe, where she held operational and strategic marketing roles at various FMCG blue chips, most notably Colgate Palmolive Co and Mondelez. Ms. Maria Garrido speaks at many media and client events, most recently at Cartagena Inspira, Mumbrella Australia, South Summit, CubeX Mumbai, the World Retail Congress and IBC 2018. She has also been a media jury member for Cristal Media Festival and Dubai Lynx, and President of the entertainment jury for Eurobest and the Cannes Lions Festival.

Marella Moretti – Ms. Marella Moretti was born in Turin, Italy. She is a graduate in Business Administration from the SAA Business School of the University of Turin, where she specialized in Finance. She started her career as International Corporate Finance Analyst at Fiat SpA headquarter in Turin, Italy. She then moved to Fiat France in Paris, where she worked as head of Financial Planning and Control. Ms. Moretti then went on to hold several successive positions at Fiat France: Head of Corporate Finance (1996-1998); Deputy Chief Financial Officer (1998-1999) and Chief Financial Officer (2000-2005). From 2005 to 2020 she has been Chief Financial Officer at Fiat Chrysler Finance in Paris, in charge of financial strategy, treasury and financial operations for Fiat Chrysler Automobiles group (FCA) in France. Within FCA she also served as a member of the Board of Directors of Fiat Chrysler Finance Europe (2011-2019) and as Executive Director of Fiat Chrysler Finance Luxembourg (2019-2023). From 2020 to 2023 she has been Director Global Investor Relations at Stellantis (formerly FCA). Ms. Moretti has also held senior executive positions within Iveco and CNH Industrial groups. She has been Deputy CEO/Directeur Général Delegué (2009-2022) and still serves as a Board member of IC Financial Services, the captive finance company for Iveco and CNH Industrial in Europe region, regulated and supervised by the European Central Bank and the French Central Bank Authority ACPR. She has been Chief Executive Officer and Board member of CNH Industrial Finance France (2011-2022). Since 2022, Ms. Moretti serves as an independent Non-Executive Director and member of the Audit Committee of Banijay Group, a global independent leader in the entertainment industry, listed on Euronext Amsterdam, combining the world’s leading independent content producer and distributor (Banijay Entertainment) and the fastest-growing online sports betting platform in Europe (Banijay Gaming/Betclic). From 2017 to 2024, Ms. Moretti has been serving for 3 consecutive mandates as an independent Non-Executive Director, member of the Control and Risk Committee and of the Related Parties Committee, of Telecom Italia SpA, the leading telecom group in Italy and one of the main players in Brazil, listed on Euronext Milan. In 2023 she has been Non-Executive Director and Chair of the Human Resources Committee of Autogrill SpA, the world’s leading global operator in food & beverage services for travellers (listed on Euronext Milan until July 2023). Previously she served from 2011 to 2014 as an independent member of the Supervisory Board and member of the Audit Committee of Unibail-Rodamco, Europe’s leading commercial property company, listed on Euronext Paris.She has been a member of MEDEF Europe commission (French employers’ confederation), of the NGO Care France and of the Women Corporate Directors organization (international chapter).

There are no potential conflicts between the personal interests or other duties of Directors, on the one hand, and the interests of the Company, on the other hand.

This conclusion was reached notwithstanding (and after an evaluation of) the relationships between the Directors and the Company’s corporate executives (as listed in Section 3.1.2 of this Annual Report) with Compagnie de l’Etoile des Mers, Bolloré SE and Compagnie de l’Odet SE (which, including their direct and indirect subsidiaries, but excluding Vivendi and its subsidiaries; Canal+ and Louis Hachette Group, collectively are referred to in this Section as the “Bolloré Group”) and entities within the Vivendi group (including Vivendi and its direct and indirect subsidiaries, as well as Canal+ and the Louis Hachette Group). In particular, the assessment was conducted with respect to Mr. Yannick Bolloré, Mr. Arnaud de Puyfontaine, Ms. Marie Bolloré, Ms. Michèle Reiser, Ms. Cathia Lawson-Hall and Mr. François Laroze.

The evaluation of the ongoing relationships between Directors and the Company’s corporate executives (as listed in Section 3.1.2 of this Annual Report) with the Bolloré Group (namely, Mr. Yannick Bolloré, Ms. Marie Bolloré and Mr. François Laroze) was informed by several factors, principally among which were that: (i) none of these individuals hold executive roles in an entity within the Bolloré Group, including Compagnie de l’Etoile des Mers, Bolloré SE and Compagnie de l’Odet SE; (ii) existing commercial relationships between the Bolloré Group and the Group are insigni­ficant, have been entered into on an arm’s length basis; and (iii) the Bolloré Group’s interests are aligned with those of the Group insofar as the Bolloré Group is not a competitor to the Group and to the contrary, as a significant shareholder, will benefit from the success of the Group.

The evaluation of the ongoing relationships between Directors and the Company’s corporate executives (as listed in Section 3.1.2 of this Annual Report) with the Vivendi group (namely, Mr. Yannick Bolloré, Mr. Arnaud de Puyfontaine, Mr. François Laroze, Ms. Michèle Reiser and Ms. Cathia Lawson-Hall) was informed by several factors, principally among which were that: (i) Ms. Michèle Reiser and Ms. Cathia Lawson-Hall are independent members of the Supervisory Board (Conseil de surveillance) of Vivendi and do not hold positions in any entity of the Bolloré Group; (ii) although ongoing supervisory and management roles held at Vivendi will be retained by the Chairman and CEO of the Company, Mr. Yannick Bolloré (Chairman of the Supervisory Board (Conseil de surveillance) of Vivendi), the Chair of the Board of the Company (voorzitter), Mr. Arnaud de Puyfontaine (President of the Management Board of Vivendi) and its Chief Financial Officer, Mr. François Laroze (Vivendi’s Chief Financial Officer and a member of the Management Board of Vivendi), the Vivendi Group is not a competitor to the Group and has no longer any shareholding in the Company, and its existing commercial relationships with the Group have been entered into on an arm’s length basis. Commercial relationships are limited to those provided for under the transition services agreement entered into between Havas N.V. and Vivendi SE and certain ancillary commercial agreements.

In an effort to guard against potential future conflicts of interest, including those that may result in the future due to the relationships between Directors and the Company’s corporate executives (as listed in Section 3.1.2 of this Annual Report) with the Bolloré Group or the Vivendi Group, the Group has established certain procedures to evaluate and manage such potential conflicts. For example, the Group’s Board Regulations will require Directors to report actual or potential personal conflicts of interest and establishes certain procedures to evaluate whether such Director should be excluded from deliberations and the decision-making process. In addition, the Board has adopted a related party transactions policy (which is available on the Company’s website). This policy, among other things, requires that any related party transaction must be approved by the Non-Executive Directors, including a vote in favor of at least two (2) Non-Executive Directors who are independent within the meaning of the DCGC. For further details on such procedures, see Section 4.1.2.12 “Conflicts of interest and related party transactions”.

General Meetings can be held in Amsterdam, Rotterdam or Haarlemmermeer (including Schiphol Airport), the Netherlands, with due observance of, if so decided by the Board, the possibility for persons with meeting rights, in person or represented by a written proxy, to take part in, address and, to the extent applicable, to vote at the General Meeting by means of electronic communication, as further set out in the Articles of Association. The General Meeting may be conducted in Dutch, English or French as determined by the chairperson of the General Meeting.

Annually, at least one General Meeting shall be held. The annual General Meeting shall be held each year within six (6) months after the end of the Company’s financial year. Other General Meetings shall be held as often as the Board, the Chairman & CEO, the Chair of the Board (voorzitter) or the Lead Independent Director deem necessary.

General Meetings are convened by the Board, the Chairman & CEO, the Chair of the Board (voorzitter) or the Lead Independent Director. One or more persons with meeting rights who collectively represent at least one tenth (1/10th) of the Company’s issued share capital may request the Board in writing to convene a General Meeting, setting out in detail the matters to be discussed. If the Board has not taken the steps necessary to ensure that the General Meeting could be held within the relevant statutory period after the request, the requesting person(s) with meeting rights may, subject to applicable law, be authorized, at his/their request, by the court in preliminary relief proceedings to convene a General Meeting.

A General Meeting must be convened with due observance of the relevant statutory minimum convening requirements. All persons with meeting rights must be convened for the General Meeting in accordance with applicable law. The holders of registered shares may be convened for the General Meeting by means of convening letters sent to the addresses of those shareholders as set out in the Company’s shareholders’ register. The previous sentence does not prejudice the possibility of sending a convening notice by electronic means in accordance with Section 2:113(4) DCC. The notice must state the subjects to be dealt with, the time and place (where applicable) of the General Meeting, the record date, the manner in which persons entitled to attend the General Meeting may register and exercise their rights, the time by which registration for the General Meeting must have occurred, as well as the place where the General Meeting documents may be obtained, and such other information as may be required by Dutch law. The notice must be given by at least such number of days prior to the day of the General Meeting as required by Dutch law, which currently is 42 calendar days.

The agenda for the annual General Meeting must, among other things, include the adoption of the annual financial statements and the allocation of the profit, insofar as this is at the disposal of the General Meeting. At least every four years, the adoption of the Remuneration Policy is included in the agenda. In addition, the agenda must include such items as have been included therein by the Board or shareholders (with due observance of Dutch law as described below). The agenda shall also include such matters of which the discussion has been requested in writing by one or more persons with meetings rights who, individually or collectively, represent at least three percent. (3%) of the Company’s issued share capital, subject to applicable law, be included in the convening notice or announced in the same manner, if the Company has received the substantiated request to a proposal for a resolution no later than on the sixtieth (60th) day prior to the General Meeting. Such written request must comply with the conditions stipulated by the Board as posted on the Company’s website. No resolutions may be adopted on items other than those which have been included in the agenda.

Shareholders holding Havas Ordinary Shares may participate in the Company’s loyalty voting structure by registering such shares in the loyalty register of the Company (the “Loyalty Register”) to be eligible to receive special voting shares. The loyalty voting structure is open to all shareholders. The registration of Havas Ordinary Shares in the Loyalty Register will block such shares from trading on Euronext Amsterdam. The Company has appointed TMF Administrative Services B.V. as agent to keep and administer the Loyalty Register on the Company’s behalf. The terms and conditions that apply to the issuance, allocation, acquisition, holding, transfer and repurchase of the Havas Special Voting Shares (as defined in Section 3.2.1 of this Annual Report) are available on the Company’s website (www.havas.com/).

If a number of Havas Ordinary Shares have been registered in the Loyalty Register for an uninterrupted period of two (2) years in the name of the same shareholder, such shareholder will become eligible to receive Special Voting Shares A (as defined in Section 3.2.1 of this Annual Report). The relevant shareholder will receive one (1) Special Voting Share A per eligible Havas Ordinary Share. If a number of Havas Ordinary Shares have been registered in the Loyalty Register for an uninterrupted period of four (4) years in the name of the same shareholder, such shareholder may elect to convert each corresponding Special Voting Share A into a Special Voting Share B (as defined in Section 3.2.1 of this Annual Report). Each Special Voting Share A will entitle the relevant holders to one (1) extra vote, in addition to the voting rights attached to each Havas Ordinary Share, thus allowing its holder to benefit from two votes in total. Each Special Voting Share B will entitle the relevant holders to three (3) extra votes, in addition to the voting rights attached to each Havas Ordinary Share thus allowing such holder to benefit from four votes in total.

Each Havas Ordinary Share and each Havas Special Voting Share A confers the right on the holder to cast one (1) vote at the General Meeting. Each Havas Special Voting Share B confers the right on the holder to cast three (3) votes at the General Meeting. The voting rights of the holders of Havas Shares will rank pari passu with each other and with all other Havas Shares. The chairperson of the General Meeting shall determine the manner of voting and whether voting may take place by acclamation, subject to certain restrictions under the Articles of Association. Subject to certain exceptions provided by Dutch law or the Articles of Association, resolutions of the General Meeting are passed by a simple majority of votes cast, regardless of which part of the issued share capital such votes represent. Based on Dutch law and/or the Articles of Association a qualified majority is in any case required when it relates to a resolution of the General Meeting (i) to suspend or dismiss a Director other than at the proposal of the Board, (ii) to overrule a binding nomination for the appointment of a Non-Executive Director, (iii) to resolve upon a cross-border merger, (iv) to resolve upon a cross-border demerger, and (v) to resolve upon a conversion of the Company. Some matters require a qualified majority of at least two-thirds of the votes cast, if less than half of the issued capital of the Company is present or represented at the General Meeting. These matters relate to (i) the limitation or exclusion of pre-emptive rights and the designation of the Board thereto, (ii) a reduction of the Company’s issued capital, (iii) a legal merger and (iv) a legal demerger. In addition, the resolution for the approval regarding the granting of a loan as described in Section 2:98c DCC shall require at least 95% of the votes cast if less than half of the issued capital is represented at the General Meeting. Where there is a tie in any vote of the General Meeting, the relevant resolution shall not have been passed. The determination made by the chairperson of the General Meeting with regard to the results of a vote at a General Meeting shall be decisive.

No vote can be cast at a General Meeting in respect of a Havas Share belonging to the Company or a Group Company or in respect of a Havas Share for which any of them holds the depositary receipt. The Company or a Group Company may not cast a vote in respect of a Havas Share on which it holds a right of pledge or a right of usufruct. However, holders of a right of pledge or a right of usufruct on Havas Shares held by the Company or a Group Company are not excluded from voting, if the right of pledge or the right of usufruct was created before the Havas Share belonged to the Company or a Group Company.

When determining how many votes are cast by shareholders, how many shareholders are present or represented, or which part of the Company’s issued capital is represented at the General Meeting, no account shall be taken of Havas Shares for which, pursuant to Dutch law or the Articles of Association, no vote can be cast.

The Board will keep a record of the resolutions passed at each General Meeting. The record shall be available at the offices of the Company for inspection by any person entitled to attend General Meetings and upon request a copy of or extract from the record will be provided to such person at no more than the cost price.

The Company can only issue Havas Shares (as defined in Section 3.2.1 of this Annual Report) pursuant to a resolution of the Board if the Board has been designated thereto by the General Meeting for a specific period not exceeding five (5) years and with due observance of applicable statutory provisions. Such designation by the General Meeting must state the number of Havas Shares that may be issued. The designation may be extended by specific consecutive periods not exceeding five (5) years with due observance of applicable statutory provisions. Unless otherwise stipulated at its grant, the designation may not be withdrawn. If and insofar as the Board is not designated by the General Meeting, Havas Shares shall be issued pursuant to a resolution of the General Meeting. The General Meeting shall, in addition to the Board, remain authorized to issue Havas Shares if such is specifically stipulated in the resolution authorizing the Board to issue Havas Shares. A resolution of the General Meeting on an authorization as referred to in the first paragraph of this Section 5.11.3 of this Annual Report can only be adopted at the proposal of the Board.

Upon an issue of Havas Ordinary Shares, each shareholder shall have a pre-emption right in proportion to the aggregate nominal value of his Havas Ordinary Shares. This pre-emptive right does not apply to: (i) Havas Ordinary Shares issued to employees of the Company or a Group Company; (ii) Havas Ordinary Shares that are issued against payment other than in cash; and (iii) Havas Ordinary Shares issued to a person exercising a previously granted right to subscribe for Havas Ordinary Shares. Holders of Havas Special Voting Shares shall have no pre-emptive right on any issuance of Havas Ordinary Shares and no shareholder shall have a pre-emptive right on any issuance of Havas Special Voting Shares.

The Company shall announce an issue with pre-emption rights and the period during which those rights can be exercised in the State Gazette (Staatscourant) and in a daily newspaper with national distribution, unless the announcement is sent in writing to all shareholders at the addresses submitted by them.

Pre-emption rights may be exercised for a period of at least two (2) weeks after the date of announcement in the State Gazette or after the announcement was sent to the shareholders.

Pre-emption rights may be limited or excluded by a resolution of the Board if the Board has been designated therefore by the General Meeting for a specific period not exceeding five (5) years and with due observance of applicable statutory provisions, and the Board has also been designated to issue Havas Shares as referred to in the first paragraph of this Section 4.1.7.3 of this Annual Report. The designation may be extended by specific consecutive periods not exceeding five (5) years with due observance of applicable statutory provisions. Unless otherwise stipulated at its grant, the designation of the Board may not be withdrawn. A resolution of the General Meeting to limit or exclude pre-emptive rights and a resolution to designate the Board therefore, can only be adopted upon proposal of the Board and shall require a majority of at least two-thirds of the votes cast if less than half of the issued capital of the Company is represented at the General Meeting.

Pursuant to a resolution of the General Meeting adopted on October 29, 2024, the Board has been authorized, (i) for a period of five (5) years following December 9, 2024, to issue Havas Ordinary Shares, or grant rights to subscribe for Havas Ordinary Shares, up to ten percent (10%) of the issued share capital of the Company as at the date of Admission for general corporate purposes, and (ii) until the date of the annual General Meeting in 2027, to issue Havas Ordinary Shares, or grant rights to subscribe for Havas Ordinary Shares, up to eight percent (8%) of the issued share capital of the Company as at the date of Admission for issuances for facilitating any equity incentive plan of the Company.

Pursuant to a resolution of the General Meeting adopted October 29, 2024, the Board has been authorized, (i) for a period of five (5) years following December 9, 2024 to resolve to limit or exclude pre-emptive rights in connection with the issuance of new Havas Ordinary Shares, or and/or the granting of rights to subscribe for Havas Ordinary Shares, up to ten percent. (10%) of the issued share capital of the Company as at Admission for general corporate purposes, and (ii) until the date of the annual General Meeting in 2027, to resolve to limit or exclude pre-emptive rights in connection with the issuance of new Havas Ordinary Shares, or and/or the granting of rights to subscribe for Havas Ordinary Shares, up to eight percent. (8%) of the issued share capital of the Company as at Admission for facilitating any equity incentive plan of the Company.

The Company may only acquire fully paid up Havas Shares in its own share capital for no consideration or, subject to Dutch law and the Articles of Association, if: (i) its total equity less the acquisition price for the repurchased Havas Shares is not less than the sum of the paid and called up part of its share capital and any reserves to be maintained by Dutch law or the Articles of Association; (ii) the aggregate nominal value of the Havas Shares which the Company acquires, holds or holds as pledgee or which are held by a subsidiary of the Company does not exceed 50% of the issued share capital; and (iii) the Board has been authorized by the General Meeting to repurchase Havas Shares for a specific period with due observance of applicable statutory provisions and the Articles of Association.

An authorization as referred to in the preceding paragraph remains valid for no longer than eighteen (18) months. When granting such authorization, the General Meeting shall determine the number of Havas Shares that may be acquired, how they may be acquired, and within which range the acquisition price must be.

An authorization shall not be required for the Company to acquire fully paid up Havas Ordinary Shares in order to transfer them to employees of the Company or of a Group Company under any applicable equity compensation plan, provided that those Havas Ordinary Shares are quoted on an official list of a stock exchange.

The acquisition by the Company of shares in its own share capital which have not been fully paid up shall be null and void.

The Board is authorized to dispose of the Company’s own Havas Shares held by it.

Pursuant to a resolution of the General Meeting held on May 28, 2025, in order to implement share buybacks and have further flexibility to return capital to shareholders the Board has been authorized, for a period of eighteen (18) months from the date of the General Meeting to acquire, in the name of the Company, Havas Ordinary Shares representing up to ten percent (10%) of the Company’s issued share capital as at the date of the General Meeting and against a price (excluding expenses) ranging from the nominal value of the Havas Ordinary Shares (at the time of the acquisition) up to one hundred and ten percent (110%) of the market price for the Havas Ordinary Shares whereby market price is understood to mean (i) the price of the Havas Ordinary Shares at the time of repurchase, (ii) the closing price of the Havas Ordinary Shares on Euronext Amsterdam on the trading day prior to the date of repurchase or (iii) the arithmetic average of the daily VWAP (volume-weighted average price) of the Ordinary Shares on Euronext Amsterdam over a period of at least two (2) trading days, as the Board of Directors may decide.

On May 28, 2025, the Board decided to implement share buybacks in accordance with the authorization granted by the General Meeting.

As of December 31, 2025, the Company repurchased 1,648 thousand shares at an average price of €14.99 per share, for an aggregate amount of €25 million.

At the proposal of the Board, the General Meeting may resolve to reduce the Company’s issued share capital by (i) reducing the nominal value of Havas Shares through an amendment of the Articles of Association, (ii) cancelling Havas Shares held by the Company itself or in respect of which the Company holds depository receipts, or (iii) cancelling all Special Voting Shares without repayment of their nominal value.

In accordance with Section 2:99(5) DCC, a resolution to reduce the Company’s issued share capital, shall require a prior or simultaneous approval from each class meeting of Havas Shares whose rights are prejudiced. However, if such a resolution relates to all Havas Special Voting Shares, such resolution shall always require the prior or simultaneous approval of the class meeting concerned. Upon the cancellation of all Special Voting Shares, the aggregate nominal value of the Special Voting Shares will be added to the special capital reserve of the Company (the “Special Capital Reserve”),

A resolution of the General Meeting to reduce the Company’s issued share capital shall require a majority of at least two thirds (2/3rds) of the votes cast if less than half of the issued share capital is represented at the General Meeting. The previous sentence applies mutatis mutandis to a resolution of a class meeting of Havas Shares as referred to in the preceding paragraph.

Pursuant to a resolution of the General Meeting held on May 28, 2025, the General Meeting adopted the proposal to cancel any or all Havas Ordinary Shares held or repurchased by the Company acquired under the authorization referred to in Section 4.1.7.5. This cancellation may be executed in one (1) or more tranches. A cancellation of four (4) Havas Ordinary Shares has been effectuated in accordance with Dutch law and the resolution of the General Meeting held on May 28, 2025, which cancellation became effective on October 2, 2025. The cancellation of these four (4) Havas Ordinary Shares was resolved upon and implemented in the context of the Reverse Share Split (as defined below) and reflected on Euronext Amsterdam as of October 13, 2025, with the relevant notice published on October 9, 2025. As a result, the issued capital of the Company has been reduced from 198,362,298.80 euros, divided into 991,811,494 Havas Ordinary Shares with a nominal value of 0.20 euros each to 198,362,298.00 euros, divided into 991,811,490 Havas Ordinary Shares with a nominal value of 0.20 euros each.

Pursuant to a resolution of the General Meeting of May 28, 2025, on October 9, 2025, the Company announced the implementation of a reverse share split, which started on October 14, 2025 and was completed on November 18, 2025, of (i) the Havas Ordinary Shares, (ii) the Special Voting Shares A, and (iii) the Special Voting Shares (together with the Ordinary Shares and the Special Voting Shares A, the “Shares”), each in the ratio 1:10 (the “Reverse Share Split”). Pursuant to the Reverse Share Split, (i) each ten (10) Havas Ordinary Shares has been consolidated into one (1) Havas Ordinary Share with the nominal value per Havas Ordinary Share multiplying by ten (10); (ii) the nominal value of each Special Voting Share A has been multiplied by ten (10); and (iii) the nominal value of each Special Voting Share B has been multiplied by ten (10). The Reverse Share Split was aimed at reducing the number of outstanding Havas Ordinary Shares and simplifying the administrative management of the same, while at the same time improving the Havas Ordinary Share perception in the market. To implement the Reverse Share Split, the Company has reduced the number of issued Havas Ordinary Shares by a factor of ten (10), which has not resulted in a decrease in the Company’s share capital. In light of the above, as a result of such Reverse Share Split, the authorized share capital of the Company remained 800,000,006.00 euros, but divided into (i) 200,000,000 Havas Ordinary Shares in the capital of the Company, having a nominal value of 2.00 euros each, (ii) 200,000,000 Special Voting Shares A with a nominal value of 2.00 euros each, and (iii) one (1) Special Voting Share B with a nominal value of 6.00 euros. The Reverse Share Split has been carried out pursuant to the applicable laws and regulations by authorized intermediaries that are participants to the centralized system managed by Euroclear France S.A.

The General Meeting appoints the external auditor(s) to audit the financial statements. The Non-Executive Directors submit a nomination for the appointment of the external auditor(s) to the General Meeting, upon the recommendation of the Audit and Sustainability Committee. Unless it concerns the renewal of an audit engagement, the recommen­dation of the Audit and Sustainability Committee shall be prepared following a selection procedure (an auditor selection procedure) organized by the Company under the responsibility of the Audit and Sustainability Committee in accordance with Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities.

Deloitte Accountants B.V. has been appointed as statutory auditor of the Company on May 28, 2025 for the financial year ended December 31, 2025.

The General Meeting may resolve to amend the Articles of Association at the proposal of the Board. If a proposal to amend the Articles of Association is to be submitted to the General Meeting, the notice of such General Meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by, and must be made available free of charge to shareholders and other persons with meeting rights, until the conclusion of the General Meeting. An amendment of the Articles of Association shall be laid down in a notarial deed.

Pursuant to a resolution of the General Meeting of May 28, 2025, in order to implement the Reverse Share Split, the Articles of Association were amended by a deed of amendment dated November 17, 2025.

Pursuant to the Dutch Decree on Article 10 of the Takeover Directive, the Board report needs to include information on, among others, the Company’s share capital structure, any restrictions on voting rights and the transfer of Havas Ordinary Shares, substantial shareholdings in the Company, any special control rights attached to the Havas Ordinary Shares, any system of control regulating equity plans, the rules governing the appointment and dismissal of Executive Directors and Non-Executive Directors and the amendment of the Articles of Association, the powers of the Board (in particular the power to issue Havas Ordinary Shares and to cause the Company to acquire Havas Ordinary Shares), any material agreement to which the Company is a party and which comes into force or is amended or terminated upon a change of control over the Company following a takeover offer, and any agreement between the Company and a Director or employee providing for compensation if his or her employment is terminated because of a takeover offer. The information that needs to be included in the Board report pursuant to the Dutch Decree on Article 10 of the Takeover Directive is included in this Corporate governance section and in the Shareholder information section.

The Company acknowledges the importance of good corporate governance and complies with most of the principles and best practice provisions of the DCGC, the full text of which can be found on www.mccg.nl/. The Company complies with relevant best practice provisions of the DCGC, subject to the deviations from the DCGC noted below (or in the case of any future deviation, subject to explanation thereof at the relevant time):

●Best practice provision 3.2.3, “Severance payments”: Best practice provision 3.2.3 and the Company’s Remuneration Policy provide that the remuneration of Executive Directors should not exceed their annual fixed remuneration component, and that severance pay will not be awarded if the service agreement is terminated early at the initiative of the relevant Executive Director or if the Executive Director has been dismissed for cause (under the laws governing the applicable services agreement) or on grounds that were caused by seriously culpable or (deliberate or grossly) negligent behavior. In deviation from this best practice provision and the Company’s remuneration policy, the existing employment agreements of Mr. Jean de Yturbe and Mr. Alfonso Rodés Vilà with Havas S.A.S and Havas Media Group Spain respectively, which were entered into prior to their appointment as Executive Directors and have remained in force after the Admission, entitle Mr. Jean de Yturbe and Mr. Alfonso Rodés Vilà to receive severance payments and non-compete compensations. The amounts payable are in line with the French Afep MEDEF Corporate Governance Code of Listed Companies, which recommends a cap of two years of annual fixed and variable compensation.

●Best practice provision 4.3.3, “Cancelling the binding nature of a nomination or dismissal”: Best practice provision 4.3.3 provides that the binding nature of a nomination for the appointment of a Director may be cancelled by the General Meeting by an absolute majority of the votes cast, and that it may be provided that this majority should represent a given proportion of the issued share capital, not exceeding one-third (1/3). If this proportion of the capital is not represented at the meeting, but an absolute majority of the votes cast is in favor of a resolution to cancel the binding nature of a nomination, or to dismiss a Director, a new meeting may be convened at which the resolution may be adopted by an absolute majority of the votes cast, regardless of the proportion of the capital represented at the meeting. In deviation from this best practice provision, the Articles of Association prescribe that the General Meeting may at all times overrule such 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. The Company believes that this deviation is appropriate to safeguard the continuity of the Company and its Group companies.

●Best practice provision 5.1.3 and 2.1.7(i), “Independence of the chairman of the board of directors” and “Independence of supervisory board members”: Mr. Arnaud de Puyfontaine is the Chair of the Board (voorzitter). He is not independent within the meaning of best practice provision 2.1.8 (iv), due to his role as Chairman of the Management Board (Directoire) of Vivendi, where Mr. Yannick Bolloré acts as Chairman of the Supervisory Board (Conseil de surveillance). In addition, as Ms. Marie Bolloré is the sister of Mr. Yannick Bolloré, two (2) out of the eight (8) Non-Executive Directors, being Mr. Arnaud de Puyfontaine and Ms. Marie Bolloré, are considered non-independent within the meaning of best practice provision 2.1.8, sections i to v inclusive of the DCGC.

Pursuant to the Dutch Decree on the Content of the Board Report, the Company is required to publish a statement concerning its approach to corporate governance and compliance with DCGC. The information required to be included in this statement can be found in the following sections of this Annual Report:

●The information concerning compliance with the DCGC is set out under Section 4.1.9 of this Annual Report.

●The information concerning the Company’s internal risk management and control systems relating to the financial reporting process is set out in Section 5.1 of this Annual Report.

●The information concerning the functioning of the general meeting and its powers and rights is set out under Section 4.1.7 of this Annual Report.

●The information concerning the composition and functioning of the Board and its committees is set out under Sections 4.1.2-4.1.4, 4.2.1 and 4.2.1.5 of this Annual Report.

●The information concerning the D&I Policy is set out under Sections 4.1.2.7 and 4.2.1.3 of this Annual Report. 

●The information concerning the inclusion of the information required by the Dutch Decree on Article 10 of the Takeover Directive is set out under Section 4.1.8 of this Annual Report.

Based on the activities performed during the financial year ended 31 December 2025 and to the best of its knowledge, the Board states that:


The Board further notes that internal risk management and control systems cannot provide absolute assurance regarding the achievement of operational and financial objectives, nor can they prevent all misstatements, errors, fraud or non‑compliance.

In issuing this in‑control statement, the Board refers solely to the definitions of risk categories and related concepts included in Sections 5.1.3.2, “Definitions of assurance and certainty”, 5.1.3.3 “Definitions of major failings, material shortcomings, material inaccuracies and material misstatements” and 5.1.3.4 “Level of certainty” of this Annuel Report. These definitions form the conceptual foundation applied for assessing internal risk management and control considerations within the scope of the DCGC.

In accordance with Section 5:25c(2)(c) of the Dutch Financial Supervision Act (Wet op het financieel toezicht), the Board confirms that, to the best of its knowledge:

●this Annual Report gives a true and fair view of the assets, liabilities, financial position and result of the Company and the undertakings included in the consolidation as a whole for the financial year, ended on December 31, 2025;

●the Board report included in this Annual Report provides a true and fair view of the position as at December 31, 2025 and of the performance of the business during the financial year 2025 of the Company and the undertakings, details of which have been included in the financial statements 2025; and

●the Board report included in this Annual Report contains a description of the principal risks that the Company faces.

As the Non-Executive Directors, we are responsible for supervising the Executive Directors’ policy and performance of duties and the Company’s general course of affairs and business and rendering advice and direction to the Executive Directors. In performing our duties, we are guided by the Company’s corporate interests, which extend to the interests of all of the Company’s stakeholders, including the shareholders and the Company’s creditors, customers and employees.

The Board currently comprises three (3) Executive Directors and eight (8) Non-Executive Directors, who were appointed by decisions of the then sole shareholder of the Company dated October 21, 2024 for the Chairman and Chief Executive Officer and October 29, 2024, effective as of December 9, 2024, for the other Directors.

The Non-Executive Directors endorse the principle that their composition shall be such that they are able to act independently and critically vis-à-vis each other, the Executive Directors and any particular interests.

Given the shareholder base of the Company, the Non-Executive Directors are of the opinion that, in the context of preserving the continuity of Havas and ensuring a focus on sustainable long-term value creation, it is in the Company’s corporate interests and in the interest of the Company’s stakeholders that among the Non-Executive Directors, there is fair and adequate representation of persons who are affiliated with or representing a (group of affiliated) shareholder(s) holding, directly or indirectly, approximately 10% or more of the issued capital of the Company, even if those persons are considered non‑independent within the meaning of best practice provision 2.1.8 of the DCGC.

Currently, two (2) out of eight (8) Non-Executive Directors are considered non-independent on the aforementioned basis, being:

●Arnaud de Puyfontaine;

●Marie Bolloré.

However, the other Non-Executive Directors, who are independent, including Fabien Pierlot, Lead Independent Director of the Board, are comfortable that Arnaud de Puyfontaine and Marie Bolloré are nonetheless able to act independently and critically.

Dutch requirements applicable to Non-Executive Directors

The Dutch mandatory requirements regarding a diverse and propor­tionate composition 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 (8) 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 (2) 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, the Company is also subject to the so-called gender diversity target regime, since the Company qualifies as a “large Dutch company”. With regard to this target regime the Company has set appropriate and ambitious targets – which take the form of target ratios – and has prepared 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 must 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 (10) months following the end of the financial year. Furthermore, this information needs to be included in the management report of the Company and certain information on diversity need to be included in the management report pursuant to the CSRD, when applicable.

Diversity and Inclusion Policy

For the Board and senior management, the Company has also adopted 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:

With no recent changes to the composition, the Company will look for opportunities to strengthen gender diversity by 2030 when assessing the Board’s composition and whilst recruiting new Directors.

With respect to experience in marketing and/or media, more than 50% of the Directors is considered to have experience in marketing and/or media in line with the aspiration included in the D&I Policy.

With respect to nationality of the Directors, the Board represents four (4) nationalities as of December 31, 2025, and no nationality will account for more than 80% of the Directors, which is in line with the D&I Policy.

With respect to age, the target set out in the D&I Policy is achieved as of December 31, 2025, as only 18% of the Directors is over the age of 70 as of December 31, 2025.

On October 29, 2024, the then sole shareholder of the Company adopted the remuneration policy for the Non-Executive Directors. The remuneration of the Non-Executive Directors shall be determined by the Board with due observance of the remuneration policy. The remuneration policy is available on the Company’s website (www.havas.com/). In the remuneration report, details of the individual remuneration of the Non-Executive Directors are set out.

During 2025, the Board held four (4) meetings, three (3) of which was in-person meetings and one (1) of which took place via video call and adopted two (2) written resolutions. The meetings were attended by both the Executive Directors and the Non-Executive Directors as well by several corporate and other senior executives as appropriate.

Among the items discussed were:

●Adoption of the 2024 financial statements and approval of the annual report;

●Remunerations of Directors;

●Approval of the agenda and explanatory notes for the Annual General Meeting 2025;

●Implementation of a Performance share Grants and a Democratic Plan;

●Modification of the Audit & Sustainability Committee Charter;

●Modification of the Insider Trading Policy,

●Response to a written question from a shareholder;

●Implementation of the share buy-back program;

●Closing of the 2025 first half consolidated financial statements and approval of the report of the Board for the first half financial year 2025;

●Cancellation of four ordinary shares held by the Company;

●Implementation of the Reverse Share Split;

●Approval of the Group’s CRS policy;

●Delivery of the IPO Free Share Plan.

The Board approved the view on sustainable long-term value creation by the Company and strategy as well as specific objectives in line with this view. In addition, the Board is responsible for approving the annual budget as well as any transaction with a value in excess of €50,000,000, as described in Section 4.1.2.11, “Resolutions subject to approval of the Board” of this Annual Report. For more information concerning sustainability, see Chapter 7.

In accordance with the DCGC and the Board regulations, the Board shall evaluate at least annually, outside the presence of the Executive Directors, the functioning of the Board, the Committees and the functioning of the individual Directors, shall discuss the conclusions of such evaluations, and shall identify aspects where the Directors require further training or education.

Given that its operations began on December 9, 2024, and that it gained a comprehensive view of its accomplishments during the first year of the Company’s operations as a standalone company, the Board conducted the first annual evaluation of its collective functioning and of its individual in February 2026.

Prior to initiating the assessment, the Board discussed and approved the methodology. This annual review was facilitated primarily by a questionnaire distributed to all Directors and answered confidentially between January and February 2026 covering the 2025 financial year. The questions covered the following main areas:

●the structure of the Board, its composition and the corporate culture;

●agenda, organization of Board meetings, and Directors’ access to information;

●content and quality of Board discussions;

●risk management;

●integration and training of Directors;

●individual performance,

●interactions between the different governance bodies; and

●a focus on the Committees’ respective roles and performance.

The resulting evaluation report was approved by the Board on March 31, 2026 after being submited to the February 11, 2026 Corporate Governance, Nominations and Remuneration Committee and the Audit and Sustainability Committee on February 13, 2026.

The Non-Executive Directors reviewed and discussed the conclusions of this evaluation and noted that the results were very positive, especially given that the Company’s governance has only been in place for one (1) year. The composition, functioning and dynamics of the Board were unanimously assessed as highly satisfactory by the Directors. All members were of the view that the conditions were appropriate for them to express themselves, ask questions and engage in discussions. In this regard, the Nomination and Remuneration Committee noted that the quality of the exchanges within the Board, were characterized by collegiality, mutual respect and active listening. In addition, all Directors consider that the independent Directors are fulfilling their roles effectively. The Directors also expressed satisfaction with the leadership of discussions and debates, the collaboration between the various stakeholders of the Board, as well as with the Board’s overall performance, both collectively and individually.

All members of the Corporate Governance, Nominations and Remuneration Committee and the Audit and Sustainability Committee expressed satisfaction with the composition of their respective Committees, the frequency and duration of meetings, the leadership and management provided by the Committee Chairs, and the overall effectiveness of the Committees’ work.

Looking ahead, based on the results and feedback, the Board committed to continuous growth, identifying opportunities for improvement while cultivating a culture of ongoing learning to further enhance governance, culture and engagement.