BCOM3 Group Inc – ‘DEFM14A’ on 8/23/02

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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Merger Proxy Materials                    373   2.03M 

Document Table of Contents

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SCHEDULE 14A  
(RULE 14a-101)  

INFORMATION REQUIRED IN PROXY STATEMENT   

SCHEDULE 14A INFORMATION  

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE  
SECURITIES EXCHANGE ACT OF 1934   

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[ ]  Preliminary Proxy Statement                                                
[X]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to Rule 14a-12                                
[ ]  Confidential, For Use of the Commission Only                               
(as permitted by Rule 14a-6(e)(2))                                    

BCOM3 GROUP, INC.   
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

(1)  Title of each class of securities to which transaction applies:  

        ------------------------------------------------------------------------

(2)  Aggregate number of securities to which transaction applies:     

        ------------------------------------------------------------------------

(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):  

        ------------------------------------------------------------------------

(4)  Proposed maximum aggregate value of transaction:                 

        ------------------------------------------------------------------------

(5)  Total fee paid:                                                  

        ------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.                   

(1)  Amount Previously Paid:                                          

        ------------------------------------------------------------------------

(2)  Form, Schedule or Registration Statement No.:                    

        ------------------------------------------------------------------------

(3)  Filing Party:                                                    

        ------------------------------------------------------------------------

(4)  Date Filed:                                                      

        ------------------------------------------------------------------------

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                                                Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-87600

[BCOM3 LOGO]

35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601 
                                                                 August 22, 2002

Dear Stockholders:                                                              

  Bcom3 is pleased to enclose information about a special meeting of Bcom3
stockholders, to be held at Bcom3 corporate headquarters, 35 West Wacker Drive, 
Chicago, Illinois, on September 20, 2002, at 9:00 a.m., Central Daylight Time.  

  At the special meeting, you will have the chance to vote on the proposed
combination of Publicis Groupe S.A. and Bcom3. The combination of Bcom3 with    
Publicis will create one of the world's largest communications services groups. 
The combination will be effected through two mergers. If the mergers are        
completed, Bcom3's business will become wholly-owned by Publicis. For your      
reference, Bcom3 has also enclosed a copy of Publicis's Annual Report on Form   
20-F/A for the fiscal year 2001, which contains important information regarding 
Publicis.                                                                       

   In the proposed mergers, shares of Bcom3 Class A and Class B common stock
will be converted into the right to receive a combination of Publicis ordinary  
shares, other Publicis securities and cash. This proxy statement/prospectus     
describes in detail the combination of securities and cash that each class of   
stock will receive in the mergers. In the aggregate, Publicis will issue        
approximately 56,250,000 ordinary shares, 1,562,500 securities redeemable for   
28,125,000 newly issued or existing ordinary shares, and E857,812,500 in        
principal amount of notes with detachable warrants to purchase 28,125,000       
ordinary shares. Based on Publicis's and Bcom3's shares outstanding on August   
20, 2002, on a non-diluted basis, the Bcom3 Class A stockholders will own       
approximately 14.1% of the outstanding shares of Publicis and approximately 9.0%
of Publicis's voting power upon completion of the mergers. The Publicis ordinary
shares are traded on the Euronext Paris exchange.                               

Bcom3's board of directors has unanimously approved the mergers and   
recommends that you vote in favor of the mergers. This document provides you    
with detailed information about the mergers. I encourage you to read it         
carefully.                                                                      

   IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS RELATING TO
THE MERGERS. PLEASE READ "RISK FACTORS RELATING TO THE MERGERS" BEGINNING ON    
PAGE 24.                                                                        

    Please use this opportunity to take part in the affairs of Bcom3 by voting
on the mergers. Whether or not you plan to attend the Bcom3 special meeting, we 
encourage you to complete, sign and date the accompanying voting card and return
it in the enclosed self-addressed stamped envelope. YOUR VOTE IS VERY IMPORTANT.
YOUR FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGERS.   

We appreciate your support.                                           

              Cordially,

                      /s/ Roger A. Haupt
                  ROGER A. HAUPT
                                        Chairman and Chief Executive Officer

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE PUBLICIS SECURITIES TO BE ISSUED  
IN THE PUBLICIS/BCOM3 MERGER, OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS  
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL       
OFFENSE. THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION WHERE AN   
OFFER OR SOLICITATION WOULD BE ILLEGAL.                                         

     This proxy statement/prospectus is dated August 22, 2002 and is first being
mailed to stockholders on August 22, 2002.                                      

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[BCOM3 LOGO]

35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON SEPTEMBER 20, 2002
                                                                 August 22, 2002

To Bcom3 Stockholders:                                                          

  Bcom3 hereby gives you notice that a special meeting of its stockholders
will be held at Bcom3 corporate headquarters, 35 West Wacker Drive, Chicago,    
Illinois, on September 20, 2002, at 9:00 a.m., Central Daylight Time. At the    
meeting, Bcom3 will ask you to consider and vote upon two proposals relating to 
the proposed combination of Bcom3 with Publicis Groupe S.A.:                    

- a proposal to adopt the merger agreement among Bcom3, Boston Three  
 Corporation and Dentsu Inc. and to approve the first step merger as
described in the attached proxy statement/prospectus; and         

- a proposal to adopt the merger agreement among Bcom3, Publicis,     
      Philadelphia Merger Corp. and Philadelphia Merger LLC and to approve the
Publicis/Bcom3 merger as described in the attached proxy          
statement/prospectus.                                             

    Although you are voting separately on the two mergers, neither merger will
occur unless they both receive the required stockholder approval.               

  Your board of directors recommends that you vote in favor of both of the
proposals. The close of business on August 5, 2002 has been fixed as the record 
date to determine the holders of Bcom3 common stock entitled to notice of, and  
to vote at, the special meeting. Under the terms of the voting trust relating to
Bcom3's Class A common stock, each beneficial owner of the Class A shares is    
entitled to instruct the voting trustees on how to vote his or her Class A      
shares on the mergers.                                                          

   Adoption of the merger agreements and approval of the mergers require the
affirmative vote of a majority of the outstanding shares of Bcom3 Class A and B 
common stock, voting as one class.                                              

THE ATTACHED PROXY STATEMENT/PROSPECTUS CONTAINS DETAILED INFORMATION 
RELATING TO THE PROPOSALS TO ADOPT THE MERGER AGREEMENTS AND APPROVE THE        
MERGERS.                                                                        

                                       By order of the board of directors,

                            /s/ Christian E. Kimball
                        CHRISTIAN E. KIMBALL
             Secretary

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TABLE OF CONTENTS 

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ADDITIONAL INFORMATION......................................    1 
QUESTIONS AND ANSWERS ABOUT THE MERGERS.....................    2 
SUMMARY.....................................................    4 
RISK FACTORS RELATING TO THE MERGERS........................   24 
FORWARD-LOOKING STATEMENTS..................................   30 
THE BCOM3 SPECIAL MEETING...................................   32 
  Time and Place............................................   32 
  Record Date...............................................   32 
  Purpose of the Special Meeting............................   32 
  Vote Required to Approve the Merger Proposals.............   32 
  Quorum....................................................   32 
  Instructions and Proxies..................................   32 
  Solicitation of Proxies and Instructions..................   34 
THE MERGERS.................................................   35 
  Background of the Mergers.................................   35 
  Recommendations of the Special Committee and the Bcom3          
     Board..................................................   41 
  The Special Committee's Reasons for the Mergers...........   41 
  Publicis's Reasons for the Mergers........................   45 
  Opinion of Special Committee's Financial Advisor..........   46 
  Appraisal Rights..........................................   53 
  Accounting Matters........................................   56 
  Governmental and Regulatory Approvals.....................   56 
  Other Effects of the Mergers..............................   57 
  Dividends.................................................   58 
INTERESTS OF CERTAIN PERSONS IN THE MERGERS.................   58 
  Stock Option Plans........................................   58 
  Indemnification; Directors' and Officers' Insurance.......   60 
  Employment Agreements.....................................   60 
  Termination and Change in Control Benefits................   61 
  Retirement Arrangements...................................   62 
  Interests of Dentsu's Designated Directors................   63 
  Interests of Directors of Publicis........................   63 
MATERIAL TAX CONSEQUENCES...................................   64 
  Material U.S. Federal Income Tax Consequences of the First      
     Step Merger, of the Publicis/Bcom3 Merger and of             
     Holding Publicis Instruments...........................   64 
  Material French Tax Consequences of Holding and Disposing       
     of Publicis Ordinary Shares, ORAs, OBSAs and/or              
     Warrants (Bons De Souscription)........................   68 

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THE FIRST STEP MERGER AGREEMENT.............................   74 
  The First Step Merger.....................................   74 
  Closing and Effective Time................................   74 
  First Step Merger Consideration...........................   74 
  Delivery of First Step Merger Consideration...............   75 
  The Surviving Corporation.................................   75 
  Matters Relating to the Publicis/Bcom3 Merger.............   75 
  Conditions to Completion of the First Step Merger.........   75 
  Termination...............................................   76 
  Expenses..................................................   76 
  Amendments and Waivers....................................   76 
THE PUBLICIS/BCOM3 MERGER AGREEMENT.........................   77 
  The Publicis/Bcom3 Merger.................................   77 
  Closing and Effective Time................................   77 
  Publicis/Bcom3 Merger Consideration.......................   77 
  Sale of Debt Portion of the OBSAs.........................   78 
  Special Arrangements with Respect to Certain Publicis           
     Ordinary Shares........................................   80 
  Bcom3 Voting Trust........................................   80 
  Procedures for Delivery of the Merger Consideration.......   80 
  Fractional Interests......................................   81 
  Dividends.................................................   82 
  Effect on Stock Options...................................   82 
  Representations and Warranties............................   83 
  Covenants.................................................   83 
  Additional Agreements.....................................   84 
  Conditions to Completion of the Publicis/Bcom3 Merger.....   88 
  Termination...............................................   90 
  Effect of Termination.....................................   91 
  Termination Fee...........................................   91 
  Expenses..................................................   92 
  Indemnification...........................................   92 
  Amendments and Waivers....................................   93 
SUPPORT AGREEMENTS..........................................   94 
  Bcom3 Support Agreement...................................   94 
  Publicis Support Agreements...............................   94 
SHAREHOLDERS' AGREEMENTS, ALLIANCE AGREEMENT AND ESCROW           
  AGREEMENT.................................................   95 
  Alliance Agreement between Publicis and Dentsu............   95 
  Shareholders' Agreement between Publicis and Dentsu.......   96 
  Shareholders' Agreement between Elisabeth Badinter and          
     Dentsu.................................................   97 
  Escrow Agreement among Dentsu, Publicis and Elisabeth           
     Badinter...............................................  100 

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TRANSFER RESTRICTIONS ON PUBLICIS SECURITIES AND OTHER            
  CONSIDERATION.............................................  101 
  Transfer Restrictions Applicable to Former Class A              
     Stockholders...........................................  101 
  Transfer Restrictions Applicable to Dentsu................  105 
  Restrictions on Transfer of Right to Receive Net Proceeds       
     from the Sale of the Debt Portion of the OBSAs.........  105 
DIRECTORS AND SENIOR MANAGEMENT OF PUBLICIS AFTER THE             
  MERGERS...................................................  106 
  Supervisory Board.........................................  106 
  Management Board..........................................  111 
  Business Experience of Management Board Members...........  112 
  Compensation..............................................  113 
  Publicis Share and Option Ownership.......................  115 
COMPARATIVE MARKET PRICE, TRADING VOLUME AND DIVIDEND             
  DATA......................................................  117 
PUBLICIS UNAUDITED PRO FORMA CONDENSED CONSOLIDATED               
  FINANCIAL INFORMATION.....................................  119 
DESCRIPTION OF PUBLICIS SHARE CAPITAL.......................  131 
  General...................................................  131 
  Share Capital.............................................  131 
  Voting Rights.............................................  131 
  Amendments to Rights of Holders...........................  131 
  Changes in Share Capital..................................  132 
  Preferential Right of Subscription........................  132 
  Description of Recent Issuances of Publicis Ordinary            
     Shares.................................................  133 
  Repurchases of Publicis Ordinary Shares...................  133 
  Trading in Publicis's Own Shares..........................  134 
  Form, Holding and Transfer of Publicis Ordinary Shares....  134 
  Requirements for Holdings Exceeding Specified                   
     Percentages............................................  135 
  Dividends.................................................  136 
  Liquidation Rights........................................  136 
DESCRIPTION OF USUFRUCT INTEREST AND BARE LEGAL TITLE.......  137 
  General...................................................  137 
  Separation of Legal Title and Usufruct Interest...........  137 
  Term of the Usufruct Arrangement..........................  137 
  Rights of the Bare Legal Title Holder.....................  138 
  Rights of the Usufruct Holder.............................  138 
  Rollover in the Event of a Merger.........................  139 
  No Transfer of Bare Legal Title by Dentsu.................  139 
  Binding Arbitration.......................................  139 

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DESCRIPTION OF ORAS.........................................  140 
  Notional Amount...........................................  140 
  Notional Amount Never Paid in Cash, but in Publicis             
     Ordinary Shares........................................  140 
  Annual Cash Amount........................................  140 
  Rank; Negative Pledge.....................................  141 
  Suspension of Redemption..................................  142 
  Modification of Terms and Waivers.........................  142 
  Meeting of Holders and Representatives of Holders.........  142 
  Accelerated and Automatic Redemption......................  143 
  Shares Issued upon the Redemption of ORAs.................  144 
  Anti-Dilution Rights and Other Adjustments................  145 
  Withholding Tax...........................................  145 
  Prescription Period.......................................  145 
  Transfer Restrictions.....................................  146 
  Listing...................................................  146 
  Governing Law and Forum...................................  146 
DESCRIPTION OF OBSAS........................................  147 
  Notional Amount Issued....................................  147 
  Terms of Notes............................................  147 
  Terms of Warrants.........................................  151 
NATURE OF TRADING MARKET....................................  154 
  Overview..................................................  154 
  Euronext Paris............................................  154 
EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY        
  HOLDERS...................................................  155 
  Ownership of Publicis Shares by Non-French Persons........  155 
  Exchange Controls.........................................  155 
DESCRIPTION OF PUBLICIS.....................................  156 
  Description of Business...................................  156 
  Clients...................................................  156 
  Competition...............................................  156 
  Governmental Regulation...................................  157 
  Certain Financial Information.............................  157 
DESCRIPTION OF BCOM3........................................  157 
  General Background........................................  157 
  Description of Bcom3's Business...........................  158 
  Competition and Other Factors.............................  159 
  Properties................................................  159 
  Legal Proceedings.........................................  159 
  Certain Information About Bcom3...........................  160 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION       
  AND RESULTS OF OPERATIONS FOR BCOM3.......................  161 
  Overview..................................................  161 
  Recent Developments.......................................  162 
  Results of Operations.....................................  162 
  Liquidity and Capital Resources...........................  165 
  Disclosures About Contractual Obligations and Commercial        
     Commitments............................................  166 
  Critical Accounting Policies..............................  167 
  Recent Accounting Principles..............................  168 
  Related Party Transactions................................  168 
  Conversion to the Euro....................................  168 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING       
  AND FINANCIAL DISCLOSURE..................................  169 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        
  FOR BCOM3.................................................  169 
  Interest Rates............................................  169 
  International Operations..................................  170 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND               
  MANAGEMENT OF BCOM3.......................................  171 
DESCRIPTION OF CAPITAL STOCK OF BCOM3.......................  172 
  Certificate of Incorporation and Bylaws...................  172 
  Stock Purchase Agreement..................................  173 
  Voting Trust Agreement....................................  175 
  Changes in Connection with the Mergers....................  176 
COMPARATIVE RIGHTS OF PUBLICIS SHAREHOLDERS AND BCOM3             
  STOCKHOLDERS..............................................  177 
INFORMATION RELATING TO SALES OF THE DEBT PORTION OF THE          
  OBSAS.....................................................  207 
  Selling Securityholder....................................  207 
  Plan of Distribution......................................  207 
ENFORCEABILITY OF CIVIL LIABILITIES.........................  210 
FRENCH PROSPECTUS...........................................  210 
WHERE YOU CAN FIND MORE INFORMATION.........................  210 
EXPERTS.....................................................  212 
LEGAL MATTERS...............................................  212 
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE..................  F-1 

                                                                [Download Table]
                                                                    
ANNEX A  Agreement and Plan of Merger, dated as of March 7, 2002, as
         amended by Amendment No. 1 thereto, dated August 13, 2002, 
         by and among Publicis Groupe S.A., Bcom3 Group, Inc.,      
         Philadelphia Merger Corp. and Philadelphia Merger LLC      
ANNEX B  Terms of Transfer Restrictions on Class A Consideration, to
         be included in Letter of Transmittal                       
ANNEX C  Agreement and Plan of Merger, dated as of March 7, 2001,   
         among Bcom3 Group, Inc., Dentsu Inc. and Boston Three      
         Corporation                                                
ANNEX D  Opinion of Morgan Stanley & Co. Incorporated               
ANNEX E  Section 262 of the Delaware General Corporation Law        
         (Appraisal Rights)                                         

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ADDITIONAL INFORMATION

 This document incorporates important business and financial information
about Publicis from documents that Publicis has filed with the Securities and   
Exchange Commission and that are not included in or delivered with this         
document. Publicis will provide you with copies of this information relating to 
Publicis, without charge, upon written or oral request to:                      

Publicis Groupe S.A.
133, Avenue des Champs-Elysees
75008 Paris, France 
Attention: Pierre Benaich 
Telephone Number: 33-144-43-74-11 

IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE
SPECIAL MEETING, YOU SHOULD MAKE YOUR REQUEST NO LATER THAN SEPTEMBER 13, 2002. 

See "Where You Can Find More Information" beginning on page 210.      

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QUESTIONS AND ANSWERS ABOUT THE MERGERS 

Q:  When and where is the Bcom3 stockholder meeting?                            

A:  The Bcom3 stockholder meeting will take place on September 20, 2002 at Bcom3
corporate headquarters, 35 West Wacker Drive, in Chicago, Illinois.     

Q:  What are the proposals on which I am being asked to vote?                   

A:  We are asking you to vote on the proposed business combination of Bcom3 and 
Publicis. The business combination will be effected by two mergers.     

   In the first merger, a wholly-owned subsidiary of Bcom3 will be merged into
  Bcom3. In this merger, each Bcom3 Class A share will be converted into the
 right to receive 0.813619 Bcom3 Class A shares plus about $32.62 in cash,
and each Bcom3 Class B share will be converted into the right to receive
  1.665067 Bcom3 Class B shares. The cash paid in this merger will come from
 Dentsu Inc., the only current holder of Class B shares. In the aggregate,
Dentsu will pay about $498.7 million to Bcom3 Class A stockholders and  
   receive about 2,850,000 additional Class B shares. Correspondingly, Class A
 stockholders as a group will receive about $498.7 million from Dentsu and
    the number of Class A shares outstanding will be reduced by about 2,850,000.
The purposes of this first merger are to provide immediate cash to Bcom3
 Class A stockholders from Dentsu and to enable Dentsu to own a 15% voting
interest in Publicis after the combination of Bcom3 and Publicis.       

    In the second merger, Bcom3 will be merged into a wholly-owned subsidiary of
Publicis and Bcom3 stockholders will receive consideration consisting of
  Publicis ordinary shares, other Publicis securities and cash, as described
more fully in this proxy statement/prospectus. Although you are voting  
 separately on the two mergers, neither merger will occur unless they both
receive the required stockholder approval.                              

Q:  What is the record date for the special stockholder meeting?                

A:  The record date for the special meeting is August 5, 2002. Only holders of  
Class A or Class B shares at the close of business on this date will be 
eligible to vote at the special stockholder meeting.                    

Q:  How do I vote my shares?                                                    

A:  If you are a Bcom3 Class A stockholder, you have deposited your shares into 
 a voting trust. Under the terms of the voting trust agreement, the voting
trustees generally have the right to vote your shares whenever a vote of
 Bcom3's stockholders is required. However, as an individual Bcom3 Class A
  stockholder, you have the right to direct the voting of your shares by the
    voting trustees with respect to, among other things, any proposals regarding
  a merger. You will not vote your shares directly, but you will be entitled
 to vote by instructing the voting trustees how to vote your shares on the
mergers. You should note that references to "Class A stockholders" or   
"holders of Class A common stock" in this proxy statement/prospectus    
   generally describe the beneficial owners of the Class A common stock (i.e.,
those persons whose shares of Bcom3 Class A common stock are held in the
voting trust).                                                          

If you are a Bcom3 Class B stockholder, you vote your shares directly.  

Q:  What do I need to do now?                                                   

A:  Mail your signed instruction card (Class A stockholders) or proxy card      
(Class B stockholder) in the enclosed return envelope or send it via    
 facsimile, as soon as possible, so your shares will be represented at the
meeting. Faxes should be sent to Mr. Christian E. Kimball, Secretary of 
  Bcom3, at (312) 220-4029. Mail should be sent to Mr. Christian E. Kimball,
    Secretary, Bcom3 Group, Inc., 35 West Wacker Drive, Chicago, Illinois 60601.
 In order to be sure that your vote is counted, please submit your card in
   the manner described on that card even if you plan to attend the meeting in
person.                                                                 

Q:  What do I do if I want to change my vote?                                   

A:  You can mail or fax a later-dated, signed instruction card (Class A         
 stockholders) or proxy card (Class B stockholder) to Bcom3's Secretary or
    attend the meeting in person and instruct the voting trustees to vote (Class
  A stockholders) or vote yourself (Class B stockholder) at the meeting. You
may also revoke                                                         
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  your instruction (Class A stockholders) or your vote (Class B stockholder)
by sending or faxing a notice of revocation to Bcom3's Secretary at the 
address or fax number set forth above.                                  

Q:  Why is it important for me to vote?                                         

A:  We cannot complete the proposed mergers without obtaining the affirmative   
    vote of Bcom3 stockholders holding a majority of the outstanding Class A and
Class B common stock, voting together as a single class.                

If you do not vote by giving voting instructions to the voting trustees 
  (Class A stockholders) or voting directly (Class B stockholder), you will,
in effect, be voting against the mergers.                               

Q:  Do Publicis stockholders also vote on this transaction?                     

A:  Yes. They approved the transaction at a separate meeting in Paris held on   
June 18, 2002.                                                          

Q:  When do you expect the mergers to occur?                                    

A:  Assuming the conditions to closing are satisfied, we intend to close the    
   mergers on, or as soon as possible after, the date of the Bcom3 stockholder
meeting.                                                                

Q:  Who do I call if I have questions about the stockholder meeting or the      
mergers?                                                                

A:  You may contact Mr. Christian E. Kimball at (312) 220-1235.                 

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SUMMARY 

This summary highlights selected information from this proxy          
statement/prospectus. It does not contain all of the information that is        
important to you. To understand the mergers fully, we strongly encourage you to 
carefully read this entire proxy statement/prospectus and the other documents   
which we have filed with the Securities and Exchange Commission, which we often 
refer to as the SEC in this document. We have included a copy of the agreement  
and plan of merger, as amended, among Publicis, Bcom3, Philadelphia Merger Corp.
and Philadelphia Merger LLC, both newly formed wholly owned subsidiaries of     
Publicis, as Annex A. We have also included a copy of the agreement and plan of 
merger among Bcom3, Boston Three Corporation, a newly formed wholly owned       
subsidiary of Bcom3, and Dentsu Inc., as Annex C. For more information on how   
you can obtain the documents that we have filed with the SEC, see "Where You Can
Find More Information" starting on page 210.                                    

THE COMPANIES                                                                   

PUBLICIS GROUPE S.A.                                                        
133, AVENUE DES CHAMPS-ELYSEES                                              
75008 PARIS, FRANCE                                                         
011-331-44-43-70-00                                                         

   Publicis is the world's sixth largest advertising and communications firm
and operates two major global networks, Publicis Worldwide and Saatchi & Saatchi
Worldwide. Publicis is in the process of expanding Fallon, an advertising agency
with principal offices in Minneapolis, New York and London, into a third global 
network. Publicis also has one of the world's largest healthcare communications 
networks, combining Nelson Communications with the healthcare activities of the 
Publicis and Saatchi & Saatchi networks. In addition, through the Zenith        
Optimedia Group, Publicis is the world's third largest media buying group based 
on billings. All references to Publicis's competitive position herein are based 
on revenues generated unless otherwise indicated. Publicis has over 20,000      
employees and operates in over 100 countries.                                   

BCOM3 GROUP, INC.                                                           
35 WEST WACKER DRIVE                                                        
CHICAGO, IL 60601                                                           
312-220-1000                                                                

Bcom3 is one of the world's leading advertising and marketing         
communications services holding companies. It was created through the business  
combination of The Leo Group and The MacManus Group on January 31, 2000. As a   
result of this business combination, Bcom3 has more than 500 offices in over 90 
countries, and more than 17,000 employees. Bcom3's most significant global      
agencies include Leo Burnett, D'Arcy Masius Benton & Bowles, Starcom MediaVest  
Group, Manning Selvage & Lee, Medicus Group and Bartle Bogle Hegarty (a 49%     
owned affiliate). Bcom3 has more than 3,000 clients.                            

   Bcom3 has a strategic relationship with Dentsu Inc., which is the largest
full-service advertising and marketing communications services company in Japan 
and throughout Asia, and the single largest advertising agency brand in the     
world, in each case based on revenues. This strategic relationship is focused on
aligning with Dentsu to serve significant Dentsu clients in markets outside of  
Japan and Asia, as well as on increasing Bcom3's own presence in Japan. As part 
of the strategic relationship, Dentsu purchased approximately 20% of Bcom3's    
outstanding common stock (measured after dilution for Bcom3's management equity 
incentive plan) in March 2000 as an equity investment.                          

THE MERGERS (SEE PAGES 35 THROUGH 58)                                           

In connection with Bcom3's proposed combination with Publicis, Bcom3  
entered into two merger agreements.                                             

     The first merger agreement is with Dentsu. This first step merger agreement
provides for the merger of Boston Three Corporation, a wholly-owned subsidiary  
of Bcom3, into Bcom3. In this merger, Dentsu will pay approximately $498.7      
million in cash to holders of Bcom3 Class A common stock, Dentsu will receive   
additional shares of Bcom3 Class B common stock, and the number of shares held  
by holders of Bcom3 Class A common stock will be reduced.                       

 The second merger agreement is with Publicis. The Publicis/Bcom3 merger
agreement provides for the merger of Bcom3 into a wholly-owned subsidiary of    
Publicis. In this merger, holders of Bcom3 Class A common stock and Class B     
common stock will be entitled to receive Publicis ordinary shares and the other 
merger consideration, as described                                              

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below, applicable to each class. See "The Publicis/Bcom3 Merger                 
Agreement -- Publicis/Bcom3 Merger Consideration," "Description of Publicis     
Share Capital," "Description of Usufruct Interest and Bare Legal Title,"        
"Description of ORAs," and "Description of OBSAs" starting on pages 77, 131,    
137, 140 and 147 for a detailed description of the Publicis/Bcom3 merger        
consideration.                                                                  

     The first step merger and the Publicis/Bcom3 merger are conditioned on each
other. Each of them will occur only if the other one does. For purposes of      
assessing the effect of the two mergers on your current interest in Bcom3, you  
should view them as one transaction.                                            

WHAT BCOM3 CLASS A STOCKHOLDERS WILL RECEIVE IN THE MERGERS                     

As a result of the first step merger and based on the number of Bcom3 
shares outstanding as of August 20, 2002, Bcom3 Class A stockholders will       
receive, for each share of Bcom3 Class A common stock they own before the first 
step merger, approximately $32.616664 in cash from Dentsu and 0.813619 shares of
Bcom3 Class A common stock.                                                     

    In the Publicis/Bcom3 merger, Bcom3 Class A stockholders will receive, for
each share of Bcom3 Class A common stock that they hold after the first step    
merger, merger consideration consisting of the following elements:              

- 1.666464 Publicis ordinary shares;                                  

     - the economic interest (termed a "usufruct" or "usufruct interest" in this
      document), but not the legal title or related voting rights, in 0.548870
 Publicis ordinary shares for a two-year period. Two years after the
    closing of the mergers, the bare legal title and related voting rights
will automatically revert back to the usufruct holders;           

- 0.098108 ORAs, or equity-linked securities, which are automatically 
      redeemed for Publicis ordinary shares at a rate of one Publicis ordinary
      share each year, beginning in 2005 and ending 20 years after the closing
date of the mergers;                                              

- the net proceeds (i.e., net of the expenses of the sale and the cash
      amount paid by Bcom3 in respect of its options, as described below) from
 the sale of E53.861277 in principal amount of Publicis notes (which
       proceeds will reflect a substantial discount to such principal amount for
     the reasons described below under the caption "-- Net Proceeds from the
Sale of the Debt Portion of the OBSAs"); and                      

   - warrants to purchase 1.765944 Publicis ordinary shares (each warrant is
exercisable for one Publicis ordinary share).                     

  The notes and the warrants together constitute Publicis securities which
are referred to as OBSAs. A description of each of these securities can be found
below under the captions "Description of Publicis Share Capital," "Description  
of Usufruct Interest and Bare Legal Title," "Description of ORAs," "Description 
of OBSAs -- Terms of Notes," and "Description of OBSAs -- Terms of Warrants."   

   The merger consideration to be received by the Bcom3 Class A stockholders
in the Publicis/Bcom3 merger will be subject to the transfer restrictions       
described under the caption "-- Transfer Restrictions for Bcom3 Class A         
Stockholders" below.                                                            

EXAMPLE OF THE CONSIDERATION TO BE RECEIVED BY THE CLASS A STOCKHOLDERS IN THE  
MERGERS                                                                         

  If you owned 1,000 shares of Bcom3 Class A common stock before the first
step merger, you would be entitled to receive the following consideration in the
mergers:                                                                        
--------------------------------------------------------------------------------
FIRST STEP MERGER                                                             
--------------------------------------------------------------------------------
$32,616.66 in cash                                                    
--------------------------------------------------------------------------------
813.619 Bcom3 Class A shares (note that these shares will be cancelled  
in the Publicis/Bcom3 merger in exchange for the consideration described
below)                                                                  
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PUBLICIS/BCOM3 MERGER                                                         
--------------------------------------------------------------------------------
1,355 Publicis ordinary shares                                        
--------------------------------------------------------------------------------
446 usufructs, resulting in 446 Publicis ordinary shares after two    
years                                                                 
--------------------------------------------------------------------------------
79 ORAs                                                               

   - entitling the holder to 1,422 Publicis ordinary shares, to be
received in 18 equal annual installments of             

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   79 Publicis ordinary shares in each year from 2005 through 2022

- entitling the holder to annual cash payments of:                  

 - E355.50 (equivalent to E0.25 per underlying share) in years
     2003 (pro-rated for the period between closing and August 31,
2003) and 2004                                          

- in years 2005 through 2022, an amount equal to 110% of the
historical three-year average of the per share dividend 
      declared on Publicis ordinary shares, recalculated every three
    years, but at least E0.2501 per underlying share, multiplied
      by the number of Publicis ordinary shares still to be received
under the ORAs                                          
--------------------------------------------------------------------------------
the net proceeds (i.e., net of the expenses of the sale and the cash  
amount paid by Bcom3 in respect of its options, as described below)   
from the sale of E43,822.56 principal amount of Publicis notes        
--------------------------------------------------------------------------------
1,436 warrants                                                        
--------------------------------------------------------------------------------
cash in lieu of any fractional interest in the Publicis securities to 
which you would be entitled.                                          
--------------------------------------------------------------------------------

    The value of the Publicis ordinary shares, ORAs and warrants that you will
receive will change as the price of Publicis ordinary shares changes after the  
mergers. See "Risk Factors Relating to the Mergers -- Bcom3's stockholders will 
receive a fixed number of Publicis securities in the mergers even if the market 
value of Publicis ordinary shares changes."                                     

WHAT DENTSU WILL RECEIVE IN THE MERGERS                                         

  In the first step merger, Dentsu, as the sole Bcom3 Class B stockholder,
will receive 1.665067 shares of Class B common stock for each share of Class B  
common stock it owns before the first step merger in consideration of a cash    
payment by Dentsu of $498,702,393.                                              

    In the Publicis/Bcom3 merger, Dentsu will receive, for each share of Bcom3
Class B common stock it owns after completion of the first step merger, merger  
consideration consisting of the following elements:                             

- 4.021399 Publicis ordinary shares;                                  

- bare legal title (including voting rights) to 0.957024 additional   
Publicis ordinary shares for a two-year period;                   

 - 0.047940 ORAs, which are automatically redeemed for Publicis ordinary
     shares at a rate of one Publicis ordinary share each year, beginning in
2005 and ending 20 years after the closing date of the mergers;   

- the net proceeds (i.e., net of the expenses of the sale and the cash
      amount paid by Bcom3 in respect of its options, as described below) from
 the sale of E26.318797 in principal amount of Publicis notes (which
       proceeds will reflect a substantial discount to such principal amount for
     the reasons described below under the caption "-- Net Proceeds from the
Sale of the Debt Portion of the OBSAs"); and                      

   - warrants to purchase 0.862911 Publicis ordinary shares (each warrant is
exercisable for one Publicis ordinary share).                     

 Based on the number of Class A shares and Class B shares outstanding on
August 20, 2002, Dentsu is entitled to receive in total approximately: (1)      
28,699,446 Publicis ordinary shares, (2) bare legal title and voting rights in  
6,827,984 additional Publicis ordinary shares for a two-year period, (3) 342,133
ORAs representing 6,158,386 ordinary shares, (4) the net proceeds (i.e., net of 
a pro rata portion of the cash paid to Publicis with respect to the Bcom3 option
cancellation payments and the expenses relating to the sale of the notes) from  
the sale of E187,828,884 in principal amount of Publicis notes and (5) warrants 
to purchase 6,158,321 ordinary shares. Dentsu will also receive cash in lieu of 
fractional interests in Publicis securities to which it would be entitled.      

 The merger consideration to be received by Dentsu in the Publicis/Bcom3
merger will be subject to the transfer restrictions described under the caption 
"Shareholders' Agreements, Alliance                                             

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Agreement and Escrow Agreement -- Shareholders' Agreement Between Publicis and  
Dentsu" starting on page 96.                                                    

TOTAL AMOUNT OF SECURITIES TO BE ISSUED IN THE PUBLICIS/BCOM3 MERGER            

In the Publicis/Bcom3 merger, Publicis will issue an aggregate of     
approximately 56,250,000 ordinary shares, which include 6,827,984 ordinary      
shares split into bare legal title and usufruct interests, 1,562,500 ORAs and   
2,812,500 OBSAs, consisting of approximately E857,812,500 principal amount of   
notes and warrants to acquire 28,125,000 ordinary shares.                       

Because the exchange ratios in the Publicis/Bcom3 merger agreement are
fixed, the actual number of Publicis securities issued in the merger will depend
on the number of Bcom3 shares outstanding at the effective time of the          
Publicis/Bcom3 merger.                                                          

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND THE BCOM3 BOARD (SEE PAGE 41)      

   The board of directors of Bcom3, which is referred to in this document as
the "Bcom3 board," established a special committee of directors independent from
Dentsu to review, evaluate and negotiate the terms of the mergers and report its
conclusions to the full Bcom3 board. The special committee unanimously          
determined that the merger agreements and the mergers are fair to and in the    
best interests of the holders of Bcom3's Class A common stock. It recommended   
that the Bcom3 board approve the merger agreements and the mergers, and that the
Bcom3 board recommend approval and adoption of the merger agreements and the    
mergers by Bcom3's stockholders. The Bcom3 board, acting on the recommendation  
of the special committee, unanimously determined that it was advisable and in   
the best interests of Bcom3 and its stockholders to enter into the merger       
agreements and to effect the transactions contemplated thereby, and approved and
adopted the merger agreements and the mergers.                                  

   The Bcom3 board recommends that you vote FOR the approval and adoption of
the merger agreements and the mergers.                                          

REASONS FOR THE MERGERS (SEE PAGES 41 THROUGH 46)                               

   The boards of Publicis and Bcom3 believe that the combination of Publicis
and Bcom3 represents an excellent strategic fit because of the complementary    
nature of the two businesses and strong opportunities for growth from greater   
geographic coverage, brand diversification and stronger media buying power. Each
board considered a number of strategic and transaction-related factors in       
evaluating the mergers. For a detailed review of the material factors considered
by each board and the Bcom3 special committee, see "The Mergers -- The Special  
Committee's Reasons for the Mergers" and "-- Publicis's Reasons for the         
Mergers."                                                                       

OPINION OF FINANCIAL ADVISOR (SEE PAGES 46 THROUGH 53)                          

In deciding to recommend the mergers, the special committee considered the      
opinion of its financial advisor, Morgan Stanley & Co. Incorporated. At a       
meeting of the special committee on March 5, 2002, Morgan Stanley rendered its  
oral opinion that as of that date, and subject to and based on the              
considerations in its opinion, the consideration to be received by the holders  
of shares of Bcom3's Class A common stock pursuant to the merger agreements     
(considered as a single transaction) is fair from a financial point of view to  
such holders. On March 7, 2002, Morgan Stanley confirmed its oral opinion at a  
meeting of the Bcom3 board and in writing. This written opinion is attached as  
Annex D.                                                                        

CUSTODIAN (SEE PAGE 87)                                                         

   Publicis has agreed to appoint and maintain at its expense a custodian to
assist former Bcom3 stockholders with matters relating to the ownership of      
Publicis ordinary shares, usufructs, ORAs and warrants to be received in the    
Publicis/Bcom3 merger. This will include assistance with the distribution of    
voting materials, currency conversion of dividends and receipt of certain French
tax credits.                                                                    

TRANSFER RESTRICTIONS FOR BCOM3 CLASS A STOCKHOLDERS (SEE PAGES 101 THROUGH 105)

 All of the Publicis ordinary shares, usufructs, ORAs and warrants to be
received by Bcom3 Class A stockholders in the Publicis/Bcom3 merger will        
initially be non-transferable.                                                  

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   The Publicis ordinary shares to be received by Bcom3 Class A stockholders
will become transferable on the following schedule: 25% after six months, 50%   
after 12 months, 75% after 18 months, and 100% after 24 months, all measured    
from the closing date of the mergers. This includes the shares which will result
from the reversion of bare legal title to the usufruct holders at the end of the
two-year period, which shares will be allocated to the last expiration date and 
will therefore be transferable immediately upon reversion. The corresponding    
usufruct interests that Bcom3 Class A stockholders will hold in these shares    
during the two-year period will not be transferable.                            

The ORAs to be received by the Bcom3 Class A stockholders will become 
transferable on the following schedule: 25% after 30 months, 50% after 36       
months, 75% after 42 months and 100% after 48 months, all measured from the     
closing date of the mergers.                                                    

   The warrants to be received by the Bcom3 Class A stockholders will become
transferable on the following schedule: 25% after 30 months, 50% after 36       
months, 75% after 42 months and 100% after 48 months, all measured from the     
closing date of the mergers.                                                    

Any sale on the public markets by Class A stockholders of Publicis    
securities that have become transferable in accordance with the above schedule  
will have to be made through an orderly marketing process. This will involve the
use of a "polling agent" to determine the selling interest of former Bcom3 Class
A stockholders on a monthly basis. If the total amount of Publicis securities   
requested to be sold on the public markets by the former Bcom3 Class A          
stockholders in any one month period represents less than the equivalent of 1.4 
million Publicis ordinary shares, these securities may be freely sold on the    
public markets during that period. Otherwise, such sales will be made through a 
process managed by investment banks. These orderly marketing procedures will    
cease to apply to the ordinary shares on the 30-month anniversary of the closing
date of the mergers and to the ORAs and warrants on the 54-month anniversary of 
the closing date of the mergers.                                                

As a result of these restrictions, you may not be able to sell your   
securities at the prices and in the amounts which you could sell if they were   
freely transferable.                                                            

Important information on these restrictions, including certain limited
exceptions, can be found below under the caption "Transfer Restrictions on      
Publicis Securities and Other Consideration."                                   

USUFRUCTS (SEE PAGES 137 THROUGH 139)                                           

   The usufructs consist of all of the economic interest, but not the voting
interest, in Publicis ordinary shares (for example, rights to dividends). With  
respect to designated Publicis ordinary shares, Bcom3 and Publicis have agreed  
that Dentsu will receive legal title (including voting rights) to such shares on
the closing date of the Publicis/Bcom3 merger, and Bcom3 Class A stockholders   
will receive the usufructs. On the second anniversary of the closing date of the
mergers, the usufruct arrangement will expire and all rights in this block of   
Publicis ordinary shares will automatically revert to the former Bcom3 Class A  
stockholders.                                                                   

ORAS (SEE PAGES 140 THROUGH 146)                                                

  Each ORA received by Bcom3 stockholders has a face amount of E549 and is
automatically redeemable into 18 new or existing Publicis ordinary shares during
its 20-year term, with one existing or newly issued Publicis ordinary share     
being delivered in partial redemption of the ORA in each year beginning in 2005 
and ending 20 years after the closing date of the mergers. Each redemption will 
be made on September 1, except for the final redemption, which will be made on  
the 20th anniversary of the closing date of the mergers. For the period from the
date of issuance up to and including August 31, 2004, an annual amount will     
accrue for the benefit of the holder of an ORA at an annualized rate equal to   
E4.50 per ORA. Starting September 1, 2005, the annual amount payable each year  
with respect to each E30.50 of face amount of the ORA will be equal to 110% of  
the historical average of the annual dividend paid on each Publicis ordinary    
share. The historical average will be recalculated every three years and will be
based on the actual dividends paid on each Publicis ordinary share during a     
three-year period, which consists of the year of the annual amount's            
determination and the preceding two years. The annual amount is payable with    
respect to the face amount of the ORA then outstanding, determined by           
multiplying the remaining balance of Publicis ordinary shares into which the    
ORAs could then be redeemed by E30.50. The minimum annual amount payable on each
ORA is 0.82% of its face amount per year (with an                               

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additional payment from Publicis to the extent of any withholding tax which may 
be imposed). No payment in respect of an annual amount will be made in any year 
in which no dividend is paid on the Publicis ordinary shares. Instead, the      
payment in respect of such annual amount will accrue (but will not bear         
interest) and will be payable in full with all arrearages in the first year in  
which a dividend is paid on the Publicis ordinary shares. As described below, in
the event that no payment in respect of an annual amount is made for five       
consecutive years, holders will be entitled to accelerate the redemption of the 
ORAs for Publicis ordinary shares in full, but they will not be entitled to     
receive any payments which would otherwise have accrued in such five-year       
period.                                                                         

Upon the occurrence of certain events, including:                     

 - the failure to pay an annual amount or make a redemption payment when
due;                                                              

  - the commencement of a public tender offer for all of Publicis's equity
securities;                                                       

 - the transfer or proposed transfer of at least one-third of Publicis's
assets or business to a third party;                              

- if any party other than Madame Elisabeth Badinter, chair of the     
     supervisory board of Publicis, which supervises the management board of
     Publicis (described below), and a significant Publicis shareholder, and
Dentsu comes to control Publicis;                                 

   - the failure to pay annual amounts for five consecutive years because no
dividend has been declared on the Publicis ordinary shares;       

- the failure to comply with other obligations under the ORA issuance 
contract; or                                                      

- Publicis's default under a material loan;                           

each ORA may be fully redeemed (subject to the transfer restrictions described  
above), at the option of the holder, for all Publicis ordinary shares for which 
it is then redeemable. In addition, if Publicis becomes insolvent, liquidates or
becomes bankrupt, each ORA will automatically be fully redeemed for that number 
of ordinary shares for which it is then redeemable.                             

     Appropriate adjustments to the number of Publicis ordinary shares for which
the ORAs redeem will be made upon the occurrence of certain events in order to  
preserve their economic terms.                                                  

    The ORAs will be listed for trading on Euronext Paris, although no trading
will occur until after expiration of the relevant transfer restrictions on the  
ORAs. At such time, if the ORAs do trade, it is anticipated that they will      
likely trade at a discount to the prices of Publicis ordinary shares due to,    
among other things, the lack of liquidity of the trading market for the ORAs.   
The amount of this discount cannot be estimated, but it may be significant. See 
"Risk Factors Relating to the Mergers -- You may not be able to sell the ORAs or
the warrant portion of the OBSAs if no trading market develops or if one cannot 
be sustained, and these securities may trade at a significant discount to the   
trading price of the Publicis ordinary shares even if a market does develop."   

NET PROCEEDS FROM SALE OF THE DEBT PORTION OF THE OBSAS (SEE PAGES 78 THROUGH   
80)                                                                             

Each OBSA to be issued in the Publicis/Bcom3 merger consists of a debt
security, which we also refer to as "notes" herein, with a face amount of E305  
and detachable warrants (described below) exercisable to purchase 10 Publicis   
ordinary shares.                                                                

    The Publicis/Bcom3 merger agreement provides that the OBSAs will be issued
to a nominee selected by Bcom3 and reasonably satisfactory to Publicis. The     
nominee will detach the warrants from the notes and will distribute the warrants
to the Bcom3 stockholders. If the Bcom3 board has not otherwise made definitive 
arrangements to sell the notes by the closing of the mergers, Bcom3 will appoint
a marketing agent, reasonably acceptable to Publicis, for the sale. The         
marketing agent will be instructed to use reasonable best efforts to sell the   
notes for cash after the closing. The proceeds to be received in the sale may   
also include non-cash components and/or the marketing agent may effect a        
distribution-in-kind of the notes, so long as the marketing agent has received  
the prior written consent of persons who held at least a majority of the Bcom3  
shares outstanding immediately prior to the first step merger and, in certain   
circumstances, the prior written consent of Publicis. It is expected that the   
marketing agent will be one or more individuals or an entity, who will in turn  
engage one or more financial institutions to act as underwriter or placement    
agent for the sale. The terms, conditions,                                      

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timing and manner of the sale will be determined solely in the discretion of the
marketing agent.                                                                

  The notes may be sold over time in one or more tranches. There can be no
assurance as to the timing of the sale. Because the notes will probably be sold 
after closing, it is unlikely that Bcom3 stockholders will know on the closing  
date of the mergers the amount of the net proceeds that they will ultimately    
receive.                                                                        

     The net proceeds from the sale or sales, after payment of selling costs and
commissions and reimbursement of Publicis for the cash-out payments made to the 
Bcom3 stock option holders described under the caption "-- Treatment of Bcom3   
Stock Options" below, will be delivered to Bcom3 stockholders.                  

 Because the notes bear a below-market 2.75% interest rate, the proceeds
from the sale will be less than the principal amount of the notes. Bcom3 also   
believes that the sale of the notes presents several marketing challenges and   
significant execution risk. In addition to the 2.75% interest rate, the notes   
have unconventional terms for the relevant Eurobond market, including a 20-year 
maturity and an amortizing principal amount, and Publicis will not seek a credit
rating of the notes. Each of these factors is likely to limit the attractiveness
of the notes to potential purchasers and the price that such purchasers would be
willing to pay. SEE "RISK FACTORS RELATING TO THE MERGERS -- THERE IS NO        
CERTAINTY AS TO THE AMOUNT OF NET PROCEEDS THAT WILL RESULT FROM THE SALE OR THE
TIMING OF THE SALE OF THE OBSA NOTES. THE SALE OF THE NOTES WILL PRESENT        
MARKETING CHALLENGES. THE NET PROCEEDS FROM THE SALE WILL REFLECT A SUBSTANTIAL 
DISCOUNT TO THE PRINCIPAL AMOUNT OF THE NOTES AND MAY BE MATERIALLY LESS THAN   
THE HYPOTHETICAL VALUATION REFLECTED IN THE PRO FORMA FINANCIAL STATEMENTS."    

WARRANTS (SEE PAGES 151 THROUGH 153)                                            

   Each warrant to be received by Bcom3 stockholders will be detached by the
nominee from the associated note upon completion of the mergers. Each warrant   
will be exercisable for one Publicis ordinary share at an exercise price of     
E30.50 during the period beginning 11 years and ending 20 years after the       
closing date of the mergers.                                                    

Upon the occurrence of certain events, including:                     

  - the commencement of a public tender offer for all of Publicis's equity
securities;                                                       

 - the transfer or proposed transfer of at least one-third of Publicis's
assets or business to a third party;                              

- if any party other than Madame Badinter and Dentsu comes to control 
Publicis; or                                                      

- the insolvency or bankruptcy of Publicis;                           

each warrant shall become fully exercisable (subject to the transfer            
restrictions noted below) at the option of the holder. Appropriate adjustments  
to the number of Publicis ordinary shares for which the warrants may be         
exercised will be made upon the occurrence of certain events in order to        
preserve their economic terms.                                                  

The warrants will be listed for trading on Euronext Paris, although no
trading will occur until after expiration of the transfer restrictions on the   
warrants. At such time, if the warrants do trade, the trading price will depend 
on a number of factors, including, but not limited to, the financial condition  
and the prospects of Publicis, the price and volatility of Publicis ordinary    
shares, the rate at which Publicis pays dividends, the prevailing currency      
exchange rate, the market for the warrants and similar securities, the remaining
life of the warrants, and other circumstances beyond Publicis's control,        
including general economic conditions. The market value of the warrants will    
fluctuate over time. See "Risk Factors Relating to the Mergers -- You may not be
able to sell the ORAs or the warrant portion of the OBSAs if no trading market  
develops or if one cannot be sustained, and these securities may trade at a     
significant discount to the trading price of the Publicis ordinary shares even  
if a market does develop."                                                      

For a complete description of the warrants, please see the information
appearing under the caption "Description of OBSAs -- Terms of Warrants" below.  

NO FRACTIONAL PUBLICIS ORDINARY SHARES, USUFRUCTS, ORAs OR WARRANTS (SEE        
PAGES 81 AND 82)                                                                

     Publicis will not issue any fractional Publicis ordinary shares, usufructs,
ORAs or warrants. With respect to fractional Publicis ordinary shares or        
usufructs, Bcom3 stockholders will receive their pro rata portion, in cash, of  
the aggregate proceeds from the sale of the fractional ordinary shares in the   
market (which, in the case of the usufructs, will mean the sale of the Publicis 
ordinary shares to which such usufructs relate). With respect to frac-          

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tional ORAs or warrants, Bcom3 stockholders will receive a cash payment equal to
the fair market value of such fractional ORAs or warrants, as determined in good
faith by the Bcom3 board.                                                       

TERMINATION OF THE BCOM3 VOTING TRUST AND WAIVER OF CERTAIN PROVISIONS OF THE   
STOCK PURCHASE AGREEMENT                                                        

   Immediately prior to the effective time of the Publicis/Bcom3 merger, the
voting trust established for the Bcom3 Class A common stock will be dissolved   
and the related voting trust agreement will be terminated. As a result, at such 
time, each beneficial owner of Bcom3 Class A common stock will be reflected on  
the books and records of Bcom3 as a record holder of uncertificated shares of   
Bcom3 Class A common stock.                                                     

  It is anticipated that Bcom3 will unilaterally and irrevocably waive any
rights it may have under the stock purchase agreement between Bcom3 and each    
Class A stockholder to repurchase the Publicis securities to be issued to Bcom3 
Class A stockholders in the Publicis/Bcom3 merger and also waive any            
restrictions on transfer of the Publicis securities that might otherwise be     
imposed by the stock purchase agreement. There will, however, be new            
restrictions on transfer, which are described under "-- Transfer Restrictions   
for Bcom3 Class A Stockholders." The stock purchase agreement also contains     
certain noncompetition, nonsolicitation, confidentiality and other covenants,   
which Publicis expects will remain in full force and effect after the effective 
time of the Publicis/Bcom3 merger.                                              

TREATMENT OF BCOM3 STOCK OPTIONS (SEE PAGES 82 AND 83)                          

    The total consideration to be paid for Bcom3 in both mergers is for all of
its stock and options, and is allocated among Class A stockholders, the Class B 
stockholder and the option holders as provided in the Publicis/Bcom3 merger     
agreement and the applicable stock option plan in effect on the closing date of 
the mergers. The option holders' share of the total consideration will take the 
form of a cash payment to each option holder in cancellation of his or her      
options. The cash payment for each option, whether vested or unvested, will     
reflect the immediate U.S. dollar cash value of the blended merger consideration
per Class A share paid in both mergers, as determined in good faith by the Bcom3
board, less the exercise price of the option.                                   

  The option cash payment will be effected in two stages. First, the Bcom3
board, pursuant to the applicable Bcom3 stock option plan, will make an         
appropriate adjustment to the exercise price of and number of shares underlying 
each outstanding stock option to reflect the treatment of Class A common stock  
in the first step merger. Then, in the Publicis/Bcom3 merger, each outstanding  
stock option so adjusted will be cancelled and option holders will receive a    
cash payment equal to the product of (1) the adjusted total number of Bcom3     
Class A shares subject to such stock option and (2) the excess, if any, of the  
immediate U.S. dollar cash value of the consideration payable in the Publicis/  
Bcom3 merger for each Class A share measured at the effective time of the       
Publicis/Bcom3 merger, as determined in good faith by the Bcom3 board, over the 
adjusted exercise price per share for the applicable stock option.              

THE PUBLICIS/BCOM3 MERGER IS INTENDED TO BE A REORGANIZATION FOR FEDERAL INCOME 
TAX PURPOSES (SEE PAGES 64 THROUGH 68)                                          

    It is a condition to the obligations of Bcom3 and Publicis to complete the
Publicis/Bcom3 merger that each receive a legal opinion from its outside counsel
that the merger will qualify as a reorganization for federal income tax         
purposes. Accordingly, the transaction has been structured so that the companies
themselves will not recognize gain or loss as a result of the merger. Subject to
the assumptions set forth in the "Material Tax Consequences" section, holders of
Bcom3 Class A common stock will not recognize any gain or loss for federal      
income tax purposes on the exchange of their Bcom3 stock for Publicis/Bcom3     
merger consideration in the merger, except that they will recognize gain in     
connection with the receipt of cash (or other proceeds, if any) from the sale of
the notes, and cash received in lieu of a fractional Publicis ordinary share,   
usufruct, ORA or warrant.                                                       

 The first step merger should be treated as a taxable sale by holders of
Bcom3 Class A common stock of a portion of their shares to Dentsu in exchange   
for cash. Gain or loss should be recognized for U.S. federal income tax purposes
as a result of such sale in an amount equal to the excess of the cash received  
in the first step merger over the holder's tax basis in the shares sold to      
Dentsu. YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF   
THE MERGERS TO YOU.                                                             

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OWNERSHIP INTEREST OF BCOM3 STOCKHOLDERS IN THE COMBINED COMPANY                

On a non-diluted basis, former Bcom3 Class A stockholders will own    
approximately 14.1% of the outstanding shares of Publicis and approximately 9.0%
of Publicis's outstanding voting power, and Dentsu will own approximately 14.6% 
of the outstanding shares of Publicis and approximately 15.0% of Publicis's     
outstanding voting power. This information was calculated by allocating to      
Dentsu that number of shares subject to division into usufructs and bare legal  
title and not allocating any portion of such shares to the former Bcom3 Class A 
stockholders (recognizing Dentsu's ownership of the legal title to and voting   
interests in such shares for a period of two years after the closing date of the
mergers). The calculation of outstanding shares of Publicis includes            
approximately 6.9 million shares held in Publicis's treasury. These treasury    
shares cannot be voted pursuant to French law and therefore were not included in
the calculation of Publicis's outstanding voting power. In addition, you should 
note that this information is based on the number of Bcom3 and Publicis shares  
outstanding on August 20, 2002 and does not take into account any other shares  
which may be issued after this date and before completion of the mergers in     
accordance with the Publicis/Bcom3 merger agreement.                            

STOCKHOLDER VOTE REQUIRED TO APPROVE THE MERGERS                                

     Approval of both mergers requires the affirmative vote of a majority of the
outstanding shares of Bcom3's Class A and Class B common stock, voting together 
as a single class. The presence of the holders of a majority of the shares      
entitled to vote at the meeting constitutes a quorum at the Bcom3 stockholders  
meeting. As of the record date for that meeting, Bcom3's directors, executive   
officers and their affiliates beneficially owned in the aggregate approximately 
32% of Bcom3's outstanding common stock entitled to vote on the mergers.        

     The Publicis/Bcom3 merger and certain corporate actions by Publicis related
to that merger required the approval by the affirmative vote of two-thirds of   
the Publicis ordinary shares present or represented at a Publicis shareholder   
meeting. The approval was obtained at Publicis's shareholder meeting on June 18,
2002. The presence of the holders of a third of the shares entitled to vote at  
the meeting constituted a quorum at the Publicis shareholder meeting. As of the 
date of the meeting, Publicis's directors, executive officers and their         
affiliates beneficially owned in the aggregate approximately 27.8% of Publicis's
outstanding stock and approximately 44.5% of Publicis's total voting power      
entitled to vote at the meeting.                                                

   Bcom3 will re-circulate revised proxy materials and re-solicit proxies to
the extent required by law, such as in the event of any material changes in the 
terms of either of the merger agreements.                                       

SUPPORT AGREEMENTS (SEE PAGE 94)                                                

  In connection with the Publicis/Bcom3 merger agreement, certain Publicis
shareholders representing about 45% of the voting power of all Publicis shares  
as of June 18, 2002, the date of the Publicis shareholder meeting, and certain  
Bcom3 stockholders (including Dentsu) representing about 31% of the voting power
of all Bcom3 shares as of August 20, 2002, have agreed to vote in favor of the  
Publicis/Bcom3 merger.                                                          

SHAREHOLDERS' AGREEMENTS AND ALLIANCE AGREEMENT (SEE PAGES 95 THROUGH 100)      

In connection with the Publicis/Bcom3 merger, Dentsu will enter into a
shareholders' agreement and an alliance agreement with Publicis, and into a     
shareholders' agreement with Madame Badinter. Pursuant to the Publicis/Dentsu   
shareholders' agreement, Dentsu will agree, among other things, not to transfer 
the Publicis securities it will receive in the Publicis/Bcom3 merger until July 
1, 2012 and to be subject to a "standstill" limiting its ownership of Publicis  
to the number of ordinary shares that entitles it to 15% of the voting power of 
Publicis. The Publicis/Dentsu alliance agreement will provide for the           
establishment of a global strategic alliance between Publicis and Dentsu. Dentsu
will also enter into a shareholders' agreement with Madame Badinter regarding   
the voting of Dentsu's and Madame Badinter's Publicis shares and other matters  
relating to their ownership of Publicis shares after completion of the mergers. 

APPRAISAL RIGHTS (SEE PAGES 53 THROUGH 56)                                      

   Holders of Bcom3 common stock have appraisal rights under Delaware law in
connection with the mergers. Any holder who wishes to exercise appraisal rights 
with respect to a merger proposal must not vote in favor of that proposal and   
must deliver a written demand for appraisal to Bcom3                            

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prior to the Bcom3 stockholder vote. At that time, the holder will also need to 
make special arrangements with the voting trustees under the voting trust. After
the relevant merger closes, the holder would then need to take additional steps 
to perfect his or her appraisal rights, including filing a petition in the      
Delaware Court of Chancery. For a complete description of all the required      
procedures, please see the discussion under the caption "The Mergers --         
Appraisal Rights."                                                              

 Pursuant to the stock purchase agreement between Bcom3 and each Class A
stockholder, the amount in cash that Bcom3 Class A stockholders are entitled to 
receive in any appraisal proceeding is limited to the number of their shares    
multiplied by the Per Share Book Value (as such term is defined in the stock    
purchase agreement) of Bcom3, as determined in accordance with the stock        
purchase agreement. The Per Share Book Value as of December 31, 2001 was $26.30 
for former stockholders of The Leo Group and $7.38 for former stockholders of   
The MacManus Group.                                                             

BOARD COMPOSITION AND RELATED MATTERS AFTER THE MERGERS (SEE PAGES 106 THROUGH  
113)                                                                            

Following the mergers, Roger A. Haupt, the current chairman and CEO of
Bcom3, will join the Publicis management board, which is Publicis's governance  
body which manages the day-to-day affairs of Publicis, as an additional member  
and will serve as the President and Chief Operating Officer of Publicis. In     
addition, Messrs. Narita and Oshima, as Dentsu designees, will serve on the     
Publicis supervisory board after completion of the mergers.                     

THE INTERESTS OF DIRECTORS AND OFFICERS IN THE MERGERS MAY DIFFER FROM YOUR     
INTERESTS (SEE PAGES 58 THROUGH 63)                                             

   When you consider the mergers, you should be aware that a number of Bcom3
and Publicis directors and officers may have interests in the mergers that may  
be different from, or in addition to, yours. These interests are described      
starting on page 58.                                                            

CONDITIONS TO COMPLETION OF THE MERGERS (SEE PAGES 75, 76 AND 88 THROUGH 90)    

    The completion of the mergers depends upon meeting a number of conditions,
including the following:                                                        

    - approval of the merger agreements and the mergers by the stockholders of
Bcom3;                                                            

 - approval of the Publicis/Bcom3 merger agreement and related corporate
matters by the shareholders of Publicis;                          

    - accuracy as of the closing date of the representations and warranties of
   Publicis and Bcom3, except where the failure to be accurate would not
have a material adverse effect;                                   

    - compliance by Publicis and Bcom3 with their respective obligations under
     the Publicis/Bcom3 merger agreement, except where the failure to comply
would not have a material adverse effect;                         

- absence of any law or court order prohibiting the mergers;          

   - receipt of all material regulatory approvals for the mergers, including
antitrust approvals in the United States and Europe;              

- receipt of legal opinions relating to certain tax matters; and      

    - holders of not more than 5% of the outstanding Bcom3 common stock having
exercised appraisal rights.                                       

The prior completion of the first step merger is a condition to the   
completion of the Publicis/Bcom3 merger, and the satisfaction or waiver of the  
closing conditions to the Publicis/Bcom3 merger is a condition to the closing of
the first step merger.                                                          

REGULATORY APPROVALS (SEE PAGES 56 AND 57)                                      

Publicis and Bcom3 are not required to close the Publicis/Bcom3 merger
unless the regulatory conditions to completion of the mergers, including the    
requisite antitrust clearances, are satisfied.                                  

The applicable waiting period under the Hart-Scott-Rodino Antitrust   
Improvements Act of 1976, as amended, which is referred to in this document as  
the HSR Act, expired on May 13, 2002. On June 18, 2002, Publicis and Bcom3      
received notice                                                                 

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from the European Commission that it has terminated its review and granted its  
approval of the Publicis/Bcom3 merger. Publicis and Bcom3 have also made the    
required filings in other jurisdictions.                                        

THE MERGER AGREEMENTS MAY BE TERMINATED (SEE PAGES 76, 90, AND 91)              

    Either Publicis or Bcom3 can terminate the Publicis/Bcom3 merger agreement
if any of the following occurs:                                                 

    (1) the merger is not completed by September 30, 2002, or by December 7,
        2002 if the reason for not closing by September 30, 2002 is that the
          regulatory conditions specified in the Publicis/Bcom3 merger agreement
         have not been satisfied (each date is referred to in this document as
an "outside date");                                         

      (2) the Publicis or Bcom3 stockholders do not give the required approvals;

(3) a final and nonappealable law or court order prohibits the      
Publicis/Bcom3 merger; or                                   

    (4) there is a material breach by the other party of the representations
      and warranties in the Publicis/Bcom3 merger agreement which is not
cured.                                                      

  In addition, Bcom3 can terminate the Publicis/Bcom3 merger agreement if:

(5) the Publicis supervisory board or management board changes its  
      recommendation of the Publicis/Bcom3 merger in a manner adverse to
Bcom3;                                                      

     (6) the Publicis supervisory board or management board recommends another
acquisition proposal to its shareholders; or                

    (7) a tender offer for 50% or more of the outstanding Publicis shares is
        commenced, and the management or supervisory board of Publicis fails
        to recommend against or takes no position with respect to the tender
offer.                                                      

   Similarly, Publicis can terminate the Publicis/Bcom3 merger agreement if:

(8) the Bcom3 board changes its recommendation of the Publicis/Bcom3
merger in a manner adverse to Publicis;                     

(9) the Bcom3 board recommends another acquisition proposal to its  
stockholders; or                                            

(10) a tender offer for 50% or more of the outstanding Bcom3 shares is
     commenced, and the board of directors of Bcom3 fails to recommend
  against or takes no position with respect to the tender offer.

  The board of directors of Bcom3 and the supervisory board and management
board of Publicis can also mutually agree to terminate the Publicis/Bcom3 merger
agreement, even if the merger has been approved by each company's stockholders. 

   The first step merger agreement can be terminated by Bcom3 or Dentsu upon
termination of the Publicis/Bcom3 merger agreement.                             

FEES MAY BE PAYABLE ON TERMINATION (SEE PAGES 91 AND 92)                        

 Bcom3 must pay Publicis a termination fee of $90 million in cash in the
following circumstances:                                                        

- the Publicis/Bcom3 merger agreement is terminated as described under
items (8), (9) or (10) above;                                     

     - the Publicis/Bcom3 merger agreement is terminated as described under item
  (2) above because the Bcom3 stockholders fail to approve the merger;
     prior to the Bcom3 stockholder meeting a competing acquisition proposal
  is made for Bcom3; and within 12 months after the termination of the
       Publicis/Bcom3 merger agreement, Bcom3 enters into a definitive agreement
 for any acquisition proposal or such a transaction is completed; or

     - the Publicis/Bcom3 merger agreement is terminated as described under item
      (1) above; prior to the applicable outside date, a competing acquisition
       proposal is made for Bcom3; and within 12 months after the termination of
 the Publicis/Bcom3 merger agreement, Bcom3 enters into a definitive
agreement for any acquisition proposal or such a transaction is   
completed.                                                        

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 Publicis must pay Bcom3 a termination fee of $90 million in cash in the
following circumstances:                                                        

- the Publicis/Bcom3 merger agreement is terminated as described under
items (5), (6) or (7) above;                                      

     - the Publicis/Bcom3 merger agreement is terminated as described under item
     (2) above because the Publicis stockholders fail to approve the merger;
prior to the Publicis stockholder meeting a competing acquisition 
       proposal is made for Publicis; and within 12 months after the termination
       of the Publicis/Bcom3 merger agreement, Publicis enters into a definitive
agreement for any acquisition proposal or such a transaction is   
completed; or                                                     

     - the Publicis/Bcom3 merger agreement is terminated as described under item
      (1) above; prior to the applicable outside date, a competing acquisition
       proposal is made for Publicis; and within 12 months after the termination
       of the Publicis/Bcom3 merger agreement, Publicis enters into a definitive
agreement for any acquisition proposal or such a transaction is   
completed.                                                        

DIFFERENCES OF RIGHTS OF PUBLICIS AND BCOM3 STOCKHOLDERS                        

There are a number of material differences between the rights of      
stockholders under Bcom3's governing instruments and Publicis's governing       
instruments. Please refer to "Comparative Rights of Publicis Shareholders and   
Bcom3 Stockholders" starting on page 177 for a description of these differences.

CURRENCIES AND EXCHANGE RATES                                                   

     References in this document to "U.S. dollars," "dollars" and "$" are to the
currency of the United States and references to "euros" and "E" are to the      
currency of the European Union. Solely for your convenience, this proxy         
statement/prospectus contains translations of euro amounts into U.S. dollars at 
specified rates. You should not take these translations as assurances that the  
translated euro amounts represent current U.S. dollar amounts or that euro      
amounts have been, could have been or could be converted into U.S. dollars at   
the rate indicated or at any other rate, at any time.                           

Under the provisions of the Treaty on European Union negotiated at    
Maastricht in 1991 and signed by the then 12 member states of the European Union
in early 1992, a European Monetary Union, known as EMU, was implemented on      
January 1, 1999 and a single European currency, known as the euro, was          
introduced. The following 12 member states participate in EMU and have adopted  
the euro as their national currency: Austria, Belgium, Finland, France, Germany,
Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. The    
legal rate of conversion between the French franc and the euro was fixed on     
December 31, 1998 at E1.00 = FF 6.55957, and we have translated French francs   
into euros at that rate.                                                        

 In this proxy statement/prospectus, unless otherwise stated, euros have
been translated, solely for your convenience, into U.S. dollars at a rate of    
$0.8813 per E1.00, the noon buying rate in New York City on December 31, 2001   
for cable transfers in euros as certified for customs purposes by the Federal   
Reserve Bank of New York. On August 20, 2002, the latest practicable date for   
which exchange rate information was available before the filing of this proxy   
statement/prospectus, the noon buying rate in New York City for cable transfers 
in euros as certified for customs purposes by the Federal Reserve Bank of New   
York was $0.9779 per E1.00.                                                     

    Share capital in Publicis is represented by ordinary shares with a nominal
value of E0.40 per share. Publicis's shares are denominated in euros. Because   
Publicis intends to pay cash dividends denominated in euros, exchange rate      
fluctuations will affect the U.S. dollar amounts that Publicis's shareholders   
will receive on conversion of dividends from euros to dollars.                  

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  The following table shows the French franc/U.S. dollar exchange rate for
1997 and 1998 based on the noon buying rate expressed in French francs per      
$1.00, and the U.S. dollar/euro exchange rate for 1999 through August 20, 2002  
based on the noon buying rate expressed in U.S. dollars per one euro.           

                                                                [Download Table]

                                                        PERIOD  AVERAGE            
                                                         END    RATE(1)  HIGH  LOW 
                                                        ------  -------  ----  ----
                                                                                   
U.S. DOLLAR/EURO                                                                   
August 2002 (through August 20, 2002)..................   0.98   0.98    0.99  0.96
July 2002..............................................   0.98   0.99    1.02  0.97
June 2002..............................................   0.99   0.96    0.99  0.94
May 2002...............................................   0.93   0.92    0.94  0.90
April 2002.............................................   0.90   0.89    0.90  0.88
March 2002.............................................   0.87   0.88    0.88  0.87
February 2002..........................................   0.87   0.87    0.88  0.86
2001...................................................   0.89   0.89    0.95  0.84
2000...................................................   0.94   0.92    1.03  0.83
1999...................................................   1.01   1.06    1.18  1.00
FRENCH FRANC/U.S. DOLLAR                                                           
1998...................................................   5.62   5.90    6.17  5.41
1997...................................................   5.99   5.85    6.35  5.21

---------------                                                                 

(1) For yearly totals, this is the average of the noon buying rates for French  
   francs or euros, as the case may be, on the last business day of each month
during the relevant period.                                             

    For a discussion of the impact of exchange rate fluctuations on Publicis's
results of operations, see "Operating and Financial Review and Prospects" in    
Publicis's Annual Report on Form 20-F/A for its 2001 fiscal year that is        
incorporated herein by reference.                                               

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 

PUBLICIS GROUPE S.A.

   The selected historical consolidated financial data of Publicis presented
below for the fiscal years ended December 31, 2001, 2000 and 1999 were derived  
from Publicis's historical consolidated financial statements and the related    
notes contained in Publicis's Annual Report on Form 20-F/A for the fiscal year  
ended December 31, 2001, which is incorporated by reference into this proxy     
statement/prospectus. In addition, Publicis's selected historical consolidated  
financial data below for the fiscal years ended December 31, 1998 and 1997 were 
derived from Publicis's audited historical financial statements and the related 
notes for the fiscal years 1998 and 1997. You should read the selected financial
data below in conjunction with these financial statements and notes. The        
financial statements have been prepared in accordance with French GAAP, which   
differs in certain significant respects from U.S. GAAP. Note 29 to Publicis's   
consolidated financial statements as of December 31, 2001 describes the         
principal differences between French GAAP and U.S. GAAP as they relate to       
Publicis. The information below and Publicis's consolidated financial statements
are reported in euros. For your convenience, we have also presented U.S. dollar 
amounts for fiscal year 2001, calculated at the rate of (a) U.S. $0.8813 per    
E1.00, which was the Federal Reserve Bank of New York noon buying rate at       
December 31, 2001, with respect to the balance sheet data, and (b) U.S. $0.8956 
per E1.00, which was the average exchange rate for 2001, with respect to the    
income statement data. Historical financial information may not be indicative of
future performance.                                                             

                                                        [Enlarge/Download Table]

                                        1997(2)   1998(2)   1999    2000(3)   2001         2001      
                                        -------   -------   -----   -------   -----   ---------------
                                           (IN E MILLIONS EXCEPT PER SHARE DATA       (IN $ MILLIONS 
                                                  AND AS OTHERWISE NOTED)               EXCEPT PER   
                                                                                      SHARE DATA AND 
                                                                                       AS OTHERWISE  
                                                                                          NOTED)     
                                                                                                     
INCOME STATEMENT DATA:                                                                               
  Revenue.............................     663       851    1,042    1,770    2,434       $2,180     
  AMOUNTS IN ACCORDANCE WITH FRENCH                                                                  
     GAAP                                                                                            
  Operating income....................      86       116      156      275      342          306     
  Group net income....................      35        47       74      128      151          135     
  Basic earnings per share(1).........    0.51      0.59     0.85     1.18     1.09         0.98     
  Diluted earnings per share(1).......    0.47      0.56     0.84     1.15     1.08         0.97     
  Dividends per share(1)..............    0.08      0.12     0.17     0.20     0.22         0.20     
  AMOUNTS IN ACCORDANCE WITH U.S. GAAP                                                               
  Group net income....................      --        --       73       34     (647)        (579)    
  Basic earnings per share(1).........      --        --     0.84     0.31    (4.76)       (4.26)    
  Diluted earnings per share(1).......      --        --     0.83     0.31    (4.76)       (4.26)    
BALANCE SHEET DATA:                                                                                  
  AMOUNTS IN ACCORDANCE WITH FRENCH                                                                  
     GAAP                                                                                            
  Tangible and intangible assets,                                                                    
     net..............................     255       383      437    1,303    1,618       $1,426     
  Total assets........................   1,290     1,604    2,077    4,130    4,896        4,315     
  Bank borrowings and overdrafts                                                                     
     (short- and long-term)...........     124       124      212      901    1,069          942     
  Shareholders' equity................     240       314      345      299      283          249     
  AMOUNTS IN ACCORDANCE WITH U.S. GAAP                                                               
  Shareholders' equity................      --        --      580    2,622    1,890        1,666     

---------------                                                                 

(1) Per share data have been adjusted to reflect the 10-for-1 stock split that  
occurred on August 29, 2000.                                            

(2) Amounts have been restated from French francs into euros using the exchange 
   rate set by the Council of the European Union for use as of January 1, 1999
of E1 = FF 6.55957.                                                     

(3) 2000 amounts include the operations of Saatchi & Saatchi for the period from
the acquisition date in September 2000 through December 31, 2000.       

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BCOM3 GROUP, INC. 

The following selected financial data of Bcom3 should be read in      
conjunction with its financial statements and notes included elsewhere in this  
proxy statement/prospectus. The financial data below were prepared in accordance
with U.S. GAAP. Historical financial information may not be indicative of       
Bcom3's future performance.                                                     

                                                        [Enlarge/Download Table]

                                       LEO BURNETT WORLDWIDE, INC.                                                             
                                 ---------------------------------------                    BCOM3 GROUP, INC.                  
                                 (FORMERLY KNOWN AS THE LEO GROUP, INC.)   --------------------------------------------------- 
                                          (PREDECESSOR COMPANY)                                           SIX MONTHS ENDED     
                                        YEARS ENDED DECEMBER 31,           YEARS ENDED DECEMBER 31,           JUNE 30,         
                                 ---------------------------------------   -------------------------   ----------------------- 
                                    1997          1998          1999         2000(5)        2001          2001         2002    
                                 -----------   -----------   -----------   -----------   -----------   ----------   ---------- 
                                                            (IN $ THOUSANDS EXCEPT PER SHARE DATA)           (UNAUDITED)       
                                                                                                                               
OPERATING DATA:                                                                                                                
  Revenue......................  $  811,300    $  831,100    $  934,200    $1,833,727    $1,917,343    $  927,111   $  932,375 
  Nonrecurring charge(1).......  $       --    $       --    $       --    $   71,889    $       --    $       --   $       -- 
  Amortization of                                                                                                              
    intangibles(2).............  $    1,900    $    5,700    $    8,300    $   71,468    $   78,256    $   38,990   $    7,600 
  Restructuring and other                                                                                                      
    special charges............  $       --    $       --    $       --    $       --    $   20,252    $    3,248   $       -- 
  Net income (loss)............  $   17,000    $   22,700    $   28,500    $  (65,613)   $   26,081    $    7,019   $   54,236 
  Net loss per common share,                                                                                                   
    basic and diluted(3).......  $       --    $       --    $       --    $   (36.34)   $   (11.36)   $    (6.01)  $     1.42 
  Dividends declared per common                                                                                                
    share(4)...................  $       --    $       --    $     0.60    $       --    $     0.25    $     0.25   $     0.25 
  Cash distributions to S                                                                                                      
    corporation stockholders...  $   19,976    $   11,901    $       --    $       --    $       --    $       --   $       -- 
BALANCE SHEET DATA:                                                                                                            
  Working capital..............  $  137,200    $   44,200    $   53,900    $  264,116    $ (141,655)   $  196,450   $ (159,234)
  Total assets.................  $1,258,500    $1,338,000    $1,601,000    $4,433,879    $4,106,439    $4,322,981   $4,516,018 
  Long-term obligations:                                                                                                       
    Long-term debt less current                                                                                                
      maturities...............  $    4,900    $    7,800    $    2,600    $  389,128    $    9,450    $  342,382   $    8,032 
    Real estate finance                                                                                                        
      obligation...............  $  219,500    $  214,200    $  203,400    $  195,321    $  187,714    $  191,271   $  183,171 
    Deferred compensation and                                                                                                  
      accrued retirement                                                                                                       
      benefits.................  $   49,400    $   46,700    $   45,100    $  117,749    $  110,309    $  110,266   $  110,883 
    Mandatorily redeemable                                                                                                     
      stock....................  $  157,800    $  151,200    $  195,100    $  239,126    $  301,494    $  257,979   $  360,619 

---------------                                                                 

(1) The nonrecurring charge (with no associated tax benefit) is related to a Leo
Burnett stock redemption offer made in connection with the business     
 combination which created Bcom3. See Note 8 to the Consolidated Financial
Statements of Bcom3 for additional information.                         

(2) Of this amount, $64.9 million, $69.5 million, $34.8 million and $7.4 million
   represent the amortization charge for the years ended December 31, 2000 and
 2001 and the six months ended June 30, 2001 and 2002, respectively, which
  resulted from the business combination. The remainder primarily represents
goodwill amortization related to other acquisitions.                    

(3) Net loss per common share is calculated only on the outstanding Class B     
 common stock, which was issued to Dentsu in March 2000 in connection with
   its investment in Bcom3. All Class A common stock is treated as Mandatorily
redeemable stock and is excluded from the calculation.                  

(4) Dividends declared per common share for the year ended December 31, 1999    
 exclude distributions to stockholders when Leo Burnett was a Subchapter S
corporation. These distributions were primarily made to cover the       
stockholders' tax liabilities with respect to the flow-through of S     
corporation income to their individual income tax returns.              

(5) The 2000 results include 11 months for MacManus and a full year for Leo     
Burnett.                                                                

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PRO FORMA INFORMATION:                                                          

Pursuant to accounting pronouncement SFAS No. 142, "Goodwill and Other
Intangible Assets," goodwill is no longer required to be amortized as of January
1, 2002, and the effect of the adoption of SFAS No. 142 by companies should be  
reflected prospectively. Bcom3 has provided below supplemental comparative      
disclosure as if the change required by SFAS 142 had been retroactively applied 
for each of the three years ended December 31, 2001 and the six-month period    
ended June 30, 2001, and the actual results for the six months ended June 30,   
2002 (in thousands except per share data):                                      

                                                        [Enlarge/Download Table]

                                         LEO BURNETT                                              
                                       WORLDWIDE, INC.                                            
                                   -----------------------                                        
                                     (FORMERLY KNOWN AS               BCOM3 GROUP, INC.           
                                    THE LEO GROUP, INC.)    --------------------------------------
                                    (PREDECESSOR COMPANY)      YEARS ENDED       SIX MONTHS ENDED 
                                   YEAR ENDED DECEMBER 31,     DECEMBER 31,          JUNE 30,     
                                   -----------------------  ------------------   -----------------
                                            1999              2000      2001      2001      2002  
                                   -----------------------  --------   -------   -------   -------
                                                                         (UNAUDITED)              
                                                                                                  
NET INCOME:                                                                                       
Reported net income..............          $28,500          $(65,613)  $26,081   $ 7,019   $54,236
Goodwill amortization............            6,400            47,542    51,061    29,759        --
                                           -------          --------   -------   -------   -------
Adjusted net income..............          $34,900          $(18,071)  $77,142   $36,778   $54,236
                                           =======          ========   =======   =======   =======
BASIC AND DILUTED (LOSS) EARNINGS                                                                 
  PER CLASS B COMMON SHARE:                                                                       
Reported basic and diluted (loss)                                                                 
  earnings per Class B common                                                                     
  share..........................              n/a          $ (36.34)  $(11.36)  $ (6.01)  $  1.42
Goodwill amortization............              n/a             13.90     11.92      5.01        --
                                                            --------   -------   -------   -------
Adjusted basic and diluted (loss)                                                                 
  earnings per Class B common                                                                     
  share..........................              n/a          $ (22.44)  $  0.56   $ (1.00)  $  1.42
                                                            ========   =======   =======   =======

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UNAUDITED PRO FORMA CONDENSED SELECTED FINANCIAL DATA 

Publicis and Bcom3 are providing the following unaudited pro forma    
condensed selected financial data to give you a better picture of what the      
results of operations and financial position of the combined businesses of      
Publicis and Bcom3 might have looked like had the mergers occurred on an earlier
date. We are providing this information for illustrative purposes only. This    
information does not purport to represent what the results of operations or     
financial position of Publicis would have been if the mergers had actually      
occurred on that earlier date. This information is also not necessarily         
indicative of what Publicis's future operating results or consolidated financial
position will be.                                                               

See "Publicis Unaudited Pro Forma Condensed Consolidated Financial    
Information" beginning on page 119 for a more detailed explanation of this      
analysis.                                                                       

BASIS OF PREPARATION                                                            

     The unaudited pro forma condensed selected financial data has been prepared
in accordance with French GAAP, which differs in certain significant respects   
from U.S. GAAP. See Note 29 to the financial statements included in Publicis's  
Annual Report on Form 20-F/A for the year ended December 31, 2001 for a         
description of the principal differences between French GAAP and U.S. GAAP as   
they relate to Publicis. The unaudited pro forma condensed consolidated         
financial information has been derived from: (1) the historical consolidated    
balance sheet of Publicis at December 31, 2001 from Publicis's Annual Report on 
Form 20-F/A for the fiscal year 2001 incorporated herein by reference, (2) the  
historical consolidated balance sheet of Bcom3 at December 31, 2001 from Bcom3's
Annual Report on Form 10-K for the year ended December 31, 2001, (3) the        
historical consolidated income statement of Publicis for the year ended December
31, 2001, (4) the historical consolidated income statement of Bcom3 for the year
ended December 31, 2001, (5) certain reclassifications to align Bcom3's         
historical financial information with Publicis's presentation under French GAAP,
(6) unaudited adjustments to align Bcom3's historical financial information with
Publicis's disclosed accounting policies under French GAAP, and (7) the         
unaudited pro forma adjustments described in the notes to the unaudited pro     
forma condensed consolidated financial information.                             

   Publicis intends to account for the merger using the "purchase" method of
accounting for business combinations under French GAAP as well as U.S. GAAP. The
pro forma consolidated financial data has been prepared on this basis.          

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UNAUDITED PRO FORMA INCOME STATEMENT DATA                                       

   The unaudited pro forma income statement data for the year ended December
31, 2001 assume that the mergers took place on January 1, 2001.                 

                                                        [Enlarge/Download Table]

                                                        YEAR ENDED         YEAR ENDED    
                                                     DECEMBER 31, 2001  DECEMBER 31, 2001
                                                     -----------------  -----------------
                                                      (IN E MILLIONS     (IN $ MILLIONS  
                                                     EXCEPT PER SHARE   EXCEPT PER SHARE 
                                                           DATA)            DATA)(1)     
                                                                                         
AMOUNTS UNDER FRENCH GAAP                                                                
Revenue.............................................      E4,592             $4,113      
Operating income....................................         592                530      
Group net income....................................         151                135      
Basic earnings per share............................        0.75               0.67      
Dividends per share.................................        0.18               0.17      
AMOUNTS UNDER U.S. GAAP                                                                  
Revenue.............................................      E4,575             $4,097      
Operating income....................................        (308)              (275)     
Group net income....................................        (597)              (534)     
Basic earnings per share............................       (3.14)             (2.81)     
Dividends per share.................................        0.18               0.16      

---------------                                                                 

(1) Average exchange rate for 2001 used: U.S. $0.8956 per E1.00.                

UNAUDITED PRO FORMA BALANCE SHEET DATA                                          

     The unaudited pro forma balance sheet data we provide below assume that the
mergers took place on December 31, 2001.                                        

                                                        [Enlarge/Download Table]

                                                           AS OF              AS OF       
                                                     DECEMBER 31, 2001  DECEMBER 31, 2001 
                                                     -----------------  ------------------
                                                      (IN E MILLIONS)   (IN $ MILLIONS)(1)
                                                                                          
AMOUNTS UNDER FRENCH GAAP                                                                 
Current assets......................................       E5,908             $5,207      
Tangible and intangible assets, net.................        6,466              5,698      
Total assets........................................       12,374             10,905      
Bank borrowings and overdrafts (short- and                                                
  long-term)........................................        2,203              1,942      
Shareholders' equity................................        2,857              2,518      
AMOUNTS UNDER U.S. GAAP                                                                   
Currents assets.....................................        5,772              5,087      
Tangible and intangible assets, net.................        9,125              8,041      
Total assets........................................       14,897             13,128      
Total debt (short- and long-term)...................        1,795              1,582      
Shareholders' equity................................        5,353              4,718      

---------------                                                                 

(1) Exchange rate on December 31, 2001 used: U.S. $0.8813 per E1.00.            

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COMPARATIVE PER SHARE DATA                                                      

We present below historical and pro forma per share data and pro forma
equivalent per share data of Publicis and Bcom3 to reflect the completion of the
mergers, based upon the historical financial results of Publicis and Bcom3. The 
pro forma data are not necessarily indicative of the results of future          
operations or the actual results that would have occurred had the mergers been  
completed at the beginning of the period presented. You should read the data    
presented below together with the audited historical consolidated financial     
statements, including applicable notes, of Publicis contained in the Annual     
Report on Form 20-F/A for Publicis's 2001 fiscal year that are incorporated     
herein by reference, the audited historical consolidated financial statements,  
including applicable notes, of Bcom3 that are included elsewhere in this proxy  
statement/prospectus, and the "Publicis Unaudited Pro Forma Condensed           
Consolidated Financial Information" appearing in this proxy statement/prospectus
beginning on page 119. For the selected French GAAP amounts we present below,   
Bcom3's historical audited financial position and results of operations include 
unaudited adjustments to restate the amounts in French GAAP and conform with    
Publicis's disclosed accounting policies under French GAAP as described in the  
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.  
The amount of cash dividends per Publicis share reflects the E.22 dividend that 
Publicis paid in respect of the year ended December 31, 2001.                   

                                                        [Enlarge/Download Table]

                                                             YEAR ENDED DECEMBER 31, 2001                
                                              -----------------------------------------------------------
                                                                                                  PRO    
                                                                                 PRO FORMA       FORMA   
                                              HISTORICAL PER   HISTORICAL PER     COMBINED     EQUIVALENT
                                                 PUBLICIS          BCOM3        PER PUBLICIS   PER BCOM3 
                                                 ORDINARY          COMMON         ORDINARY       COMMON  
                                                  SHARE            SHARE           SHARE        SHARE(4) 
                                              --------------   --------------   ------------   ----------
                                                                                                         
AMOUNTS UNDER FRENCH GAAP                                                                                
  Income from continuing operations:                                                                     
     Basic...................................     E 1.09           E 1.28          E 0.75(1)     $ 1.46  
     Diluted.................................       1.08             1.28            0.67(1)       1.31  
  Book value.................................       2.03            75.55           14.59(2)      28.04  
AMOUNTS UNDER U.S. GAAP                                                                                  
  Income from continuing operations:                                                                     
     Basic...................................      (4.39)            1.49           (3.14)(1)     (6.19) 
     Diluted.................................      (4.39)            1.49           (3.14)(1)     (6.19) 
  Book value.................................      13.54            58.33           27.33(2)      52.53  
CASH DIVIDENDS DECLARED......................       0.22             0.28            0.18(3)       0.36  

---------------                                                                 

(1) From the pro forma condensed consolidated financial information (see pages  
121 and 127).                                                           

(2) Represents the shareholders' equity divided by the outstanding numbers of   
shares following the transaction.                                       

(3) Dividends declared by Bcom3 and Publicis divided by the outstanding number  
of shares following the transaction.                                    

(4) Computed by multiplying the Pro Forma Combined per Publicis Ordinary Share  
column, converted into U.S. $, by the weighted average exchange ratio of
   2.18 Publicis shares for each Bcom3 share. The exchange ratio is calculated
based on a weighted average of Bcom3's outstanding Class A and Class B  
shares as of December 31, 2001.                                         

    SEE PAGE 117 FOR HISTORICAL DIVIDEND DATA FOR PUBLICIS AND BCOM3 UNDER THE
CAPTION "COMPARATIVE MARKET PRICE, TRADING VOLUME AND DIVIDEND DATA."           

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MARKET PRICE DATA (SEE PAGE 117)                                                

    We present below the per share closing prices for Publicis ordinary shares
as quoted on the Premier Marche of Euronext Paris. These prices are presented   
for March 6, 2002, the last trading day before the public announcement of the   
signing of the merger agreements, and August 20, 2002. The Bcom3 common stock   
has not been and is not currently publicly traded.                              

                                                                [Download Table]

                                                              PUBLICIS
                                                              ORDINARY
                                                               SHARE  
                                                               PRICE  
                                                              --------
                                                                      
March 6, 2002...............................................  E34.65  
August 20, 2002.............................................  E21.73  

BCOM3 STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR  
PUBLICIS ORDINARY SHARES BEFORE MAKING A DECISION WITH RESPECT TO THE MERGERS.  

RATIO OF EARNINGS TO FIXED CHARGES                                              

Publicis's ratio of earnings to fixed charges has been as follows:    

                                                        [Enlarge/Download Table]

                                                        YEAR ENDED DECEMBER 31,         
                                                  ------------------------------------  
                                                  1997    1998    1999    2000    2001  
                                                  ----    ----    ----    ----    ----  
                                                                                        
Ratio of Earnings to Fixed Charges -- French                                            
  GAAP........................................... 10.5    9.1     10.4    6.0     3.5   
                                                  ----    ---     ----    ---     ---   
Ratio of Earnings to Fixed Charges -- U.S.                                              
  GAAP...........................................   --(1)  --(1)  10.3    3.8      --(2)
                                                  ----    ---     ----    ---     ---   

---------------                                                                 

(1) Publicis did not reconcile its financial statements for the fiscal years    
1997 and 1998 to U.S. GAAP.                                             

(2) Earnings as defined below are negative, due to a non-recurring E584 million 
    goodwill impairment charge. The deficiency to a one-to-one ratio of earnings
to fixed charges is E560 million.                                       

     For the purpose of computing Publicis's ratio of earnings to fixed charges,
earnings consist of net group income before income taxes, minority interests and
fixed charges. Fixed charges consist of interest (including capitalized         
interest) on all indebtedness and that portion of rental expense which we       
believe to be representative of an interest factor.                             

   During the period from January 1, 1997 until March 31, 2002, no shares of
Publicis preferred stock were issued or outstanding, and during that period     
Publicis did not pay any preferred stock dividends.                             

DEREGISTRATION OF BCOM3 COMMON SHARES FOLLOWING THE MERGER                      

After the completion of the mergers, Bcom3 common shares will be      
deregistered under the Exchange Act.                                            

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RISK FACTORS RELATING TO THE MERGERS

By voting in favor of the mergers, you will be choosing to invest in  
Publicis ordinary shares and other Publicis securities. An investment in these  
shares and other securities involves a high degree of risk. In addition to the  
other information contained in or incorporated by reference into this document, 
you should carefully consider the following risk factors in deciding whether to 
vote for the matters presented in connection with the mergers.                  

    BCOM3'S STOCKHOLDERS WILL RECEIVE A FIXED NUMBER OF PUBLICIS SECURITIES IN
THE MERGERS EVEN IF THE MARKET VALUE OF PUBLICIS ORDINARY SHARES CHANGES.       

   Upon the completion of the mergers, each share of Bcom3 common stock will
be exchanged for the right to receive, in addition to the net proceeds from the 
sale of Publicis notes, a fixed number of Publicis equity securities (Publicis  
ordinary shares, ORAs and warrants). There will be no adjustment to the amount  
of these securities to be delivered to Bcom3 stockholders for changes in the    
market price of Publicis ordinary shares, and neither Publicis nor Bcom3 may    
terminate the merger agreement solely because of changes in the market price of 
Publicis ordinary shares. Accordingly, the value of the securities you receive  
as merger consideration at any time on or after the completion of the mergers   
(including the time at which such securities become freely transferable) will   
depend on the market value of Publicis ordinary shares at such time and may     
decrease from the date you submit your proxy or instruction card.               

 The share price of Publicis ordinary shares is by nature subject to the
general price fluctuations in the market for publicly-traded equity securities  
and has experienced volatility in the past. Among the factors which may         
contribute to these price fluctuations and volatility are prevailing interest   
and currency exchange rates, the rate at which Publicis pays dividends, the     
financial condition and the prospects of Publicis and other circumstances beyond
its control, including general economic conditions.                             

   Because the price of Publicis ordinary shares does fluctuate, and because
the value of the Publicis securities you receive in connection with the merger  
depends, at least in part, on the market value of the Publicis ordinary shares, 
the amount of cash which you could actually receive for any of the securities   
offered in connection with the Publicis/Bcom3 merger at the time such securities
become available for sale may differ significantly from the amount which you    
could have received if you had been able to sell the securities on the date you 
submit your proxy or instruction card, at the time of the closing of the mergers
or at any time thereafter. Neither Publicis nor Bcom3 can predict or give       
assurances as to the market price of Publicis ordinary shares at any time before
or after the mergers. For historical and current market prices of the Publicis  
ordinary shares, see "Comparative Market Price, Trading Volume and Dividend     
Data" starting on page 117.                                                     

   BECAUSE THE PUBLICIS SECURITIES YOU RECEIVE IN THE MERGER WILL BE SUBJECT
TO TRANSFER RESTRICTIONS AND ORDERLY MARKETING PROCEDURES UPON COMPLETION OF THE
MERGERS, YOU MAY NOT BE ABLE TO SELL THEM AT THE TIME, IN THE AMOUNT AND AT THE 
PRICE THAT MAY HAVE BEEN POSSIBLE IF THE SECURITIES HAD BEEN FREELY TRANSFERABLE
IMMEDIATELY AFTER CLOSING.                                                      

 The Publicis/Bcom3 merger agreement provides that the Publicis ordinary
shares, including shares resulting from the reversion of the bare legal title to
usufruct holders, that are part of the merger consideration for Class A shares  
will (subject to certain limited exceptions) become transferable only on the    
following schedule: 25% after six months, 50% after 12 months, 75% after 18     
months, and 100% after 24 months, all measured from the closing date of the     
mergers. The ORAs and warrants that are part of the merger consideration will   
become transferable on the following schedule: 25% after 30 months, 50% after 36
months, 75% after 42 months and 100% after 48 months, all measured from the     
closing date of the mergers. Prior to the expiration of each of these lock-up   
periods, holders of Bcom3 Class A common stock will be prohibited from selling  
their Publicis securities. When those securities become transferable, they will 
be subject to certain additional orderly marketing requirements concerning the  
conditions under which Class A stockholders can sell their securities on the    
public markets. These requirements will cease to apply to the Publicis ordinary 
shares on the 30-month anniversary of the closing date of the mergers and to the
ORAs and warrants on the 54-month anniversary of the closing date of the        
mergers. These restrictions are described in more detail under the caption      
"Transfer Restrictions on Publicis Securities and Other Consideration." The     
transfer restrictions may require that stockholders hold the securities for a   
longer period than they desire and, if Publicis's stock                         

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price were to decline, sell at a lower price than they would have been able to  
receive if the securities had been freely transferable at the time of the       
closing of the mergers or in the period thereafter during which these           
restrictions apply. In addition, the requirements imposed upon the public sale  
of the securities once they become transferable (i.e., until the 30-month       
anniversary or the 54-month anniversary of the closing, as applicable) may, in  
certain circumstances, result in Class A stockholders being unable to sell      
securities in the amounts and at the price desired on the public market at a    
time of their choosing. In any event, any expected value for the securities     
portion of the Class A merger consideration may not be realizable when Bcom3    
stockholders are free to transfer such securities.                              

     YOU MAY NOT BE ABLE TO SELL THE ORAS OR THE WARRANT PORTION OF THE OBSAS IF
NO TRADING MARKET DEVELOPS OR IF ONE CANNOT BE SUSTAINED, AND THESE SECURITIES  
MAY TRADE AT A SIGNIFICANT DISCOUNT TO THE TRADING PRICE OF THE PUBLICIS        
ORDINARY SHARES EVEN IF A MARKET DOES DEVELOP.                                  

 Although Publicis has agreed to apply to have the ORAs and the warrants
admitted for trading on Euronext Paris within five business days after the      
closing date, they are new issues for which there is currently no active trading
market and there is no guarantee that a market in these securities will develop.
There can be no assurance that any market that may develop once the ORAs and    
warrants become free of transfer restrictions will be sustained, nor can there  
be any assurance as to the prices at which the ORAs and warrants will trade. It 
is anticipated, in any event, that the ORAs would likely trade at a discount to 
the trading price of Publicis ordinary shares due to, among other reasons, the  
lack of liquidity of the trading market for the ORAs. The amount of this        
discount cannot be estimated, but it may be significant. The price in U.S.      
dollars of the ORAs over time would depend on a number of factors, including the
price and volatility of the Publicis ordinary shares and the rate at which      
Publicis pays dividends. Other factors include prevailing interest and currency 
exchange rates, the market for the ORAs and similar securities, the remaining   
life of the ORAs, the financial condition and the prospects of Publicis and     
other circumstances beyond Publicis's control, including general economic       
conditions. Similarly, the price of the warrants in U.S. dollars over time would
depend on a number of factors, including the price and volatility of Publicis   
ordinary shares, the financial condition and the prospects of Publicis, the rate
at which Publicis pays dividends, the prevailing interest and currency exchange 
rates, the market for the warrants and similar securities, the remaining life of
the warrants and other circumstances beyond Publicis's control, including       
general economic conditions.                                                    

 THERE IS NO CERTAINTY AS TO THE AMOUNT OF NET PROCEEDS THAT WILL RESULT
FROM THE SALE OR THE TIMING OF THE SALE OF THE OBSA NOTES. THE SALE OF THE NOTES
WILL PRESENT MARKETING CHALLENGES. THE NET PROCEEDS FROM THE SALE WILL REFLECT A
SUBSTANTIAL DISCOUNT TO THE PRINCIPAL AMOUNT OF THE NOTES AND MAY BE MATERIALLY 
LESS THAN THE HYPOTHETICAL VALUATION REFLECTED IN THE PRO FORMA FINANCIAL       
STATEMENTS.                                                                     

    One significant component of the consideration that Bcom3 stockholders are
to receive in the mergers is the net proceeds from the sale of the OBSA notes.  
There is no existing trading market for the notes, and there can be no certainty
as to when the notes will be sold or the amount of net proceeds that will result
from the sale. The actual amount of net proceeds that holders of Bcom3 common   
stock will receive will depend on market conditions, market demand for the      
notes, the financial condition, credit profile and prospects of Publicis,       
selling costs and expenses, and the size of the payment to Bcom3 option holders.
Because the notes bear a below-market 2.75% interest rate, the proceeds will be 
less than the principal amount.                                                 

   If the Bcom3 board has not otherwise made definitive arrangements to sell
the notes by the closing of the mergers, Bcom3 will appoint a marketing agent,  
reasonably acceptable to Publicis, for the sale. The marketing agent will be    
instructed to use reasonable best efforts to sell the notes for cash after the  
closing. The proceeds to be received in the sale may also include non-cash      
components and/or the marketing agent may effect a distribution-in-kind of the  
notes, so long as the marketing agent has received the prior written consent of 
persons who held at least a majority of the Bcom3 shares outstanding immediately
prior to the first step merger and, in certain circumstances, the prior written 
consent of Publicis. It is expected that the marketing agent will be one or more
individuals or an entity, who will in turn engage one or more financial         
institutions to act as underwriter or placement agent for the sale. The terms,  
conditions, timing and manner of the sale will be determined solely in the      
discretion of the marketing agent. Under the terms of the marketing agent       

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agreement, the marketing agent will have no liability to any person for its     
actions in connection with the sale, except in the case of the marketing agent's
gross negligence or willful misconduct.                                         

    After discussions with various financial institutions, Bcom3 believes that
the sale of the notes presents several marketing challenges and significant     
execution risk. In addition to the 2.75% interest rate, the notes have          
unconventional terms for the relevant Eurobond market, including a 20-year      
maturity and an amortizing principal amount, and Publicis will not seek a credit
rating of the notes. Each of these factors is likely to limit the attractiveness
of the notes to potential purchasers and the price that such purchasers would be
willing to pay. Any successful sale will depend on successfully educating       
potential purchasers about Publicis, its prospects and credit profile,          
especially since this will be a relatively large debt offering in the Eurobond  
market, and Publicis's first straight debt offering. As a result, a successful  
sale will require significant cooperation from Publicis and Publicis has agreed 
in the merger agreement to take all reasonably necessary action to permit,      
expedite and facilitate the sale of the notes.                                  

Because of these factors, the sale may not occur at closing and may be
delayed for an extended period, and the marketing agent may be required to      
pursue alternate or multiple structures in order to market the notes. In        
addition, the notes may be sold in stages over time, with the result that you   
would only receive proceeds in stages as sales are made. When a sale does occur,
the net proceeds from the sale will reflect a substantial discount to the       
principal amount of the notes and may be materially less than the hypothetical  
valuation reflected in the pro forma financial statements.                      

 THE PERFORMANCE OF THE COMBINED COMPANY MAY SUFFER IF IT IS NOT ABLE TO
RETAIN KEY PERSONNEL AFTER COMPLETION OF THE MERGERS.                           

Because Publicis's and Bcom3's respective employees, including their  
creative, research, media, account and practice group specialists, and their    
skills and relationships with clients are among the companies' most important   
assets, the performance of the combined company will be affected by the ability 
of the combined company to retain these employees after the completion of the   
mergers. Although retention is a key issue for any successful company, it is of 
particular relevance in this transaction because the merger itself will alter   
some of the long-term incentives that currently apply to many key employees of  
Bcom3, as explained below.                                                      

     Upon completion of the mergers, all holders of Bcom3 employee stock options
will receive, upon cancellation of each stock option, cash in an amount equal to
the immediate U.S. dollar cash value of the blended merger consideration per    
Class A share paid in both mergers, as determined in good faith by the Bcom3    
board, less the exercise price of the option. Upon cancellation of their stock  
options and the immediate receipt of this cash payment, employees of Bcom3 who  
formerly held employee stock options subject to a five-year vesting period may  
have less of an incentive to remain with Bcom3.                                 

   In addition, Bcom3 currently has contractual rights to repurchase Class A
common stock at the Per Share Book Value (as such term is defined in the stock  
purchase agreement between Bcom3 and each Class A stockholder) of such stock    
from holders who resign their employment. Bcom3 believes this repurchase right  
has served as an incentive for some employee stockholders to remain with the    
company. In connection with the mergers, it is anticipated that Bcom3 will waive
its right to repurchase the Class A common stock from its stockholders.         

   Publicis and Bcom3 cannot assure you that employees of Publicis or Bcom3,
including senior executives and key employees, will not terminate their         
employment in connection with or after completion of the mergers. If the        
combined company is unable to retain Publicis's and Bcom3's senior executives   
and key employees, or to attract qualified personnel to replace any employees   
who leave, the business of the combined company may be materially and adversely 
affected.                                                                       

    THE PERFORMANCE OF THE COMBINED COMPANY WILL BE AFFECTED BY ITS ABILITY TO
RETAIN THE EXISTING CLIENTS OF PUBLICIS AND BCOM3 AND ATTRACT NEW CLIENTS.      

   Publicis and Bcom3 believe that the structure of the combined company and
other actions taken will ensure no conflicts of interest will be created in     
connection with the mergers. However, the combined company's ability to retain  
existing clients and attract new clients may, in some cases, be limited by      
clients' policies on conflicts of interest. These policies, which are determined
by clients and may vary substantially                                           

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among them, can in some cases prevent one agency and, in limited circumstances, 
different agencies within the same group, from performing similar services for  
competing products or companies. There can be no assurance that some clients    
will not terminate or diminish their relationships with agencies of the combined
company because of conflicts of interest which they perceive in the combination.
Moreover, because of the combined company's larger number of clients, there     
could be a greater likelihood of conflict with potential new clients in the     
future. If the combined company fails to maintain existing clients or attract   
new clients, its business may be materially and adversely affected.             

PUBLICIS'S MARKET PRICE COULD SUFFER IF THE COMBINED COMPANY DOES NOT 
REALIZE THE EXPECTED GROWTH SYNERGIES OR COST SAVINGS.                          

Publicis expects that the merger will result in growth synergies, cost
savings and other benefits to the combined company. Publicis and Bcom3 also     
expect the combined company to realize the benefits described below under the   
caption "The Mergers -- Publicis's Reasons for the Mergers," "-- Recommendation 
of the Special Committee and the Bcom3 Board" and "-- The Special Committee's   
Reasons for the Mergers." However, estimates of growth synergies, cost savings  
and other potential benefits of the mergers are inherently subject to           
significant uncertainties and contingencies, many of which are beyond the       
control of Publicis and Bcom3. There can be no assurances that the combined     
company will achieve the expected growth synergies, cost savings and other      
potential benefits of the mergers, and actual results may vary materially from  
estimates. In particular, the combined company's ability to successfully realize
such growth synergies, cost savings and other potential benefits and the timing 
of this realization may be affected by a variety of factors, including:         

     - the failure to effectively coordinate the operations and personnel of the
       two companies and the diversion of the attention of management to matters
relating to such coordination;                                    

   - the difficulty of implementing cost savings across its broad geographic
areas of operations;                                              

    - unexpected events, including major changes in the advertising, marketing
and communication services industries;                            

- resistance from clients of Bcom3 to Publicis's representation of    
competing clients and vice versa; and                             

- the failure to retain management and creative personnel.            

If the growth synergies, cost savings or other potential benefits that
Publicis expects are not realized or are delayed, the market price of the       
Publicis ordinary shares could be adversely affected.                           

PROVISIONS IN THE PUBLICIS/BCOM3 MERGER AGREEMENT RELATING TO THE     
TERMINATION FEE MAY DISCOURAGE OTHER COMPANIES FROM TRYING TO ACQUIRE BCOM3.    

    Bcom3 has agreed to pay a termination fee of $90 million to Publicis under
specified circumstances, including circumstances where a third party other than 
Publicis acquires Bcom3 after the termination of the Publicis/Bcom3 merger      
agreement or where the Bcom3 board changes its recommendation with respect to   
the Publicis/Bcom3 merger. See "The Publicis/Bcom3 Merger                       
Agreement -- Termination" and "-- Termination Fee." Although the special        
committee of Bcom3's board believes that this provision would not preclude bona 
fide alternative proposals to acquire Bcom3, this provision may in fact         
discourage other companies from attempting to do so. Companies that are         
discouraged from trying to acquire Bcom3 as a result of these provisions may    
have otherwise been willing to offer greater value to Bcom3 stockholders than   
Publicis has offered in the Publicis/Bcom3 merger agreement.                    

   YOUR INTEREST IN PUBLICIS WILL BE DILUTED IF YOU ARE NOT ABLE TO EXERCISE
PREEMPTIVE RIGHTS FOR PUBLICIS ORDINARY SHARES.                                 

     Under French law, shareholders have preemptive rights (droits preferentiels
de souscription) to subscribe for cash for issuances of new shares or other     
securities giving rights, directly or indirectly, to acquire additional shares  
on a pro rata basis. Shareholders may waive their preemptive rights specifically
in respect of any offering, either individually or collectively, at an          
extraordinary general meeting. Preemptive rights, if not previously waived, are 
transferable during the subscription period relating to a particular offering of
shares and may be quoted on the exchange for such securities in Paris. As a U.S.
holder of Publicis ordinary shares, you may not be able to exercise preemptive  
rights for these shares unless a registration statement under the U.S.          

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Securities Act is effective with respect to such rights or an exemption from the
registration requirements is available.                                         

If preemptive rights cannot be exercised by you, Publicis will make   
arrangements to have your preemptive rights sold and the net proceeds of the    
sale paid to you. If such rights cannot be sold for any reason, Publicis may    
allow such rights to lapse. In either case, your interest in Publicis will be   
diluted, and, if the rights lapse, you will not realize any value from the      
granting of preemptive rights.                                                  

   YOU MAY NOT BE ABLE TO EFFECT CLAIMS OR ENFORCE JUDGMENTS BROUGHT AGAINST
PUBLICIS FOR ALLEGED VIOLATIONS OF THE U.S. SECURITIES LAWS.                    

  Publicis is a societe anonyme organized under the laws of France. Almost
all of its directors and officers, as well as certain of the experts named in   
this proxy statement/prospectus, are not U.S. residents, and a substantial      
portion of its assets and the assets of its directors and officers and these    
experts are and will be located outside the United States. Although you would   
likely be able to enforce claims against Publicis in French courts of competent 
jurisdiction, it may not be possible for you to effect service of process within
the United States upon Publicis or most of these persons, or to enforce         
judgments against Publicis or these persons in U.S. courts. Furthermore, there  
is doubt as to the enforceability in France, in original actions or in actions  
for the enforcement of judgments of U.S. courts, of civil liabilities predicated
solely upon the federal securities laws of the United States. French courts may 
not have the requisite jurisdiction to grant the remedies sought in an original 
action brought in France based solely upon the U.S. federal securities laws.    

     In order to effectively enforce in France judgments of U.S. courts rendered
against French officers and directors (and certain of the experts named in this 
proxy statement/prospectus), these persons would have to waive their rights     
under Article 15 of the French Civil Code, which provides that citizens of      
France may be sued only in France unless they otherwise consent. Publicis is not
aware that any of these persons have waived this right with respect to actions  
predicated solely upon U.S. federal securities laws. Furthermore, actions in the
United States could be adversely affected under certain circumstances by the    
French law of July 26, 1968, as modified by a law of July 16, 1980, which may   
preclude or restrict the obtaining of evidence in France or from French persons 
in connection with such actions.                                                

HOLDERS OF THE ORAS MAY BE LIMITED IN THE ENFORCEMENT OF THEIR RIGHTS 
AGAINST PUBLICIS UNDER THE ISSUANCE CONTRACT IF LEGAL ACTION IS NOT AUTHORIZED  
BY A MEETING OF HOLDERS OR IF THE REPRESENTATIVES FAIL TO ACT ON SUCH           
AUTHORIZATION. HOLDERS OF THE OBSA NOTES MAY BE LIMITED IN THE ENFORCEMENT OF   
CERTAIN OF THEIR RIGHTS AGAINST PUBLICIS UNDER THE OBSA ISSUANCE CONTRACT AND   
THE INDENTURE (WHICH WE REFER TO COLLECTIVELY AS THE "COMBINED NOTE CONTRACT")  
IF LEGAL ACTION IS NOT REQUESTED BY THE HOLDERS OF AT LEAST A MAJORITY OF THE   
NOTES OR IF THE TRUSTEE FAILS TO ACT UPON REQUEST OF THE HOLDERS IN ACCORDANCE  
WITH THE COMBINED NOTE CONTRACT.                                                

  Under applicable rules of French law, holders of the ORAs generally will
not be able to institute legal action against Publicis directly for any default 
of Publicis under the issuance contract governing this instrument, except where 
such default affects the rights of a holder individually and not all holders as 
a group. Rather, any legal action against Publicis under the ORA issuance       
contract can only be brought by the representatives of the holders, acting on an
authorizing resolution adopted at a meeting of holders. See "Description of     
ORAs -- Meeting of Holders and Representatives of Holders." As a result, the    
ability of holders of ORAs to enforce their rights under the ORA issuance       
contract may be limited if the competent meeting of holders does not authorize  
legal action against Publicis or if the representatives fail to act on an       
authorizing resolution.                                                         

  Individual holders of the OBSA notes will not be able to institute legal
action against Publicis under the combined note contract for certain defaults of
Publicis (other than payment default). Rather, any such legal action against    
Publicis under the combined note contract can only be brought by the trustee    
upon request by the holders of at least a majority of the principal amount of   
the notes. The ability of holders of the OBSA notes to enforce certain of their 
rights under the combined note contract may be limited if the holders of at     
least a majority of the OBSA notes do not request that the trustee pursue a     
remedy or the trustee fails to act upon any such request. See "Description of   
the OBSAs -- Terms of Notes -- Control by Majority; Limitation on Suits."       

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  IF HOLDERS OF PUBLICIS SHARES FAIL TO COMPLY WITH THE LEGAL NOTIFICATION
REQUIREMENTS UNDER FRENCH LAW AND PUBLICIS'S STATUTS, THEY COULD BE DEPRIVED OF 
SOME OR ALL OF THEIR VOTING RIGHTS AND BE SUBJECT TO A FINE.                    

  Under Publicis's statuts, if any person who becomes a direct or indirect
holder of more than 1%, or any multiple of 1%, of the share capital or voting   
rights of Publicis fails to notify Publicis within 15 days of crossing each 1%  
threshold, the holder could be deprived of the voting rights for all shares in  
excess of the relevant notification threshold for up to two years, at the       
request of any one or more Publicis shareholders owning at least 1% of the share
capital of Publicis. In addition, French law requires any person who acquires   
more than 5%, 10%, 20%, 33.33%, 50% or 66.66% of the outstanding shares or      
voting rights of Publicis, as a listed company, to file a report with Publicis  
within 15 days of crossing any such threshold percentage and with the Conseil   
des Marches Financiers, or CMF, within five days of the same event. The person  
acquiring more than 10% or 20% of the share capital or voting rights of Publicis
must add to the report a statement of its intentions relating to future         
acquisitions or participation in the management of Publicis for the following   
12-month period. If any shareholder fails to comply with this legal notification
requirement under French law, the shares or voting rights in excess of the      
relevant notification threshold will also be deprived of voting power for up to 
two years on the demand of any shareholder. In addition, all or part of such a  
shareholder's voting rights may be suspended for up to five years by the        
relevant French commercial court, and the shareholder may be subject to a fine  
of E18,000 at the request of Publicis's chairman, any Publicis shareholder or   
the Commission des Operations de Bourse, or COB. Apart from Dentsu, Bcom3 does  
not anticipate that any of Bcom3's stockholders will own more than 1% of the    
share capital or voting rights of Publicis as of the closing date of the        
Publicis/Bcom3 merger.                                                          

  HOLDERS OF PUBLICIS SHARES WILL HAVE LIMITED RIGHTS TO CALL SHAREHOLDERS
MEETINGS OR TO SUBMIT SHAREHOLDER PROPOSALS, WHICH COULD ADVERSELY AFFECT THEIR 
ABILITY TO PARTICIPATE IN THE GOVERNANCE OF PUBLICIS.                           

In general, only the Publicis management board may call a meeting of  
Publicis's shareholders. In limited circumstances, a shareholders meeting may be
called by Publicis's shareholders at the request of the holders of 5% or more of
Publicis's capital stock or a duly qualified group of shareholders who have held
their shares in registered form for at least two years and together hold at     
least 1% of Publicis's voting rights. See "Comparative Rights of Publicis       
Shareholders and Bcom3 Stockholders -- Right to Call Meeting." In addition, only
shareholders or groups of shareholders representing at least E478,314 of the    
share capital of Publicis may submit proposed resolutions for meetings of       
shareholders. As a result, the ability of holders of Publicis shares to         
participate in and influence the governance of Publicis shares will be limited. 

  PUBLICIS, AS A FOREIGN PRIVATE ISSUER, IS SUBJECT TO DIFFERENT CORPORATE
DISCLOSURE STANDARDS AND OTHER RULES UNDER THE EXCHANGE ACT WHICH, AMONG OTHER  
THINGS, MAY LIMIT THE INFORMATION AVAILABLE TO HOLDERS OF PUBLICIS SECURITIES.  

  As a foreign private issuer, Publicis is not required to comply with the
notice and disclosure requirements under the Exchange Act relating to the       
solicitation of proxies for shareholder meetings. In addition, Publicis's       
officers, directors and principal shareholders will be exempt from the reporting
and "short-swing" profit recovery provisions of Section 16 of the Exchange Act  
and the rules thereunder with respect to their purchases and sales of Publicis  
shares. Although Publicis is subject to the periodic reporting requirements of  
the Exchange Act, the periodic disclosure required of non-U.S. issuers under the
Exchange Act is more limited than the periodic disclosure required of U.S.      
issuers. Therefore, there may be less publicly available information about      
Publicis than is regularly published by or about other public companies in the  
United States.                                                                  

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FORWARD-LOOKING STATEMENTS

    This proxy statement/prospectus, and the documents we are incorporating by
reference, contain forward-looking statements about Publicis and Bcom3 which we 
intend to be covered by the safe harbor for "forward-looking statements"        
provided by the Private Securities Litigation Reform Act of 1995.               
Forward-looking statements are statements that are not historical facts and     
include financial projections and estimates and their underlying assumptions;   
statements regarding plans, objectives and expectations with respect to future  
operations, products and services; and statements regarding future performance. 
Forward-looking statements are generally identified by the words "expects,"     
"anticipates," "believes," "intends," "estimates" and similar expressions.      

The forward-looking statements in this proxy statement/prospectus are 
subject to various risks and uncertainties, most of which are difficult to      
predict and generally beyond the control of Publicis and Bcom3. Accordingly,    
actual results may differ materially from those expressed in, or implied by, the
forward-looking statements. The risks and uncertainties to which forward-looking
statements are subject include:                                                 

  - those we discuss above under the caption "Risk Factors Relating to the
Mergers";                                                         

- those we discuss or identify in our public filings with the SEC;    

- risks and uncertainties with respect to our expectations regarding: 

- the timing and completion of the mergers;                       

- the value and marketability of the merger consideration;        

- growth and expansion opportunities;                             

- market positions;                                               

- the conduct of worldwide operations;                            

- earnings improvements;                                          

- cost savings;                                                   

- revenue growth;                                                 

- other benefits anticipated from the mergers;                    

- gains and losses of clients and client business and projects;   

- changes in the marketing and communications budgets of clients; 

- changes in management or ownership of clients; and              

- retention of, and ability to attract, qualified employees;      

- the effects of:                                                     

- foreign exchange rate fluctuations;                             

   - regional, national and international economic conditions, including
         changes in interest rates and the performance of the financial markets;

- changes in industry-wide employee compensation levels;          

- changes in regional, national and international laws;           

- regulations and taxes;                                          

- changes in competition and pricing environments;                

- the occurrence of natural disasters and future terrorist acts;  

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    - regional, national and international market and industry conditions;
and                                                           

- regional, national and international political conditions.      

  The actual results, performance or achievement by Publicis, Bcom3 or the
combined company could differ significantly from those expressed in, or implied 
by, our forward-looking statements. Accordingly, we cannot assure you that any  
of the events anticipated by the forward-looking statements will occur or, if   
they do, what impact they will have on the results of operations and financial  
condition of Publicis, Bcom3 or the combined company following the mergers.     

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THE BCOM3 SPECIAL MEETING 

TIME AND PLACE                                                                  

    This proxy statement/prospectus is provided to you because the Bcom3 board
is soliciting proxies and the voting trustees are soliciting instructions for   
use at the special meeting. The special meeting will be held on September 20,   
2002, at 9:00 a.m., Central Daylight Time, at Bcom3 corporate headquarters, 35  
West Wacker Drive, Chicago, Illinois. This proxy statement/prospectus is first  
being mailed to stockholders of Bcom3 on or about August 22, 2002.              

RECORD DATE                                                                     

 Bcom3 has established August 5, 2002 as the record date for the special
meeting. Only holders of Class A or Class B common stock at the close of        
business on this date will be eligible to vote at the special meeting.          

PURPOSE OF THE SPECIAL MEETING                                                  

   The purpose of the Bcom3 special meeting is to consider and vote upon the
proposals to approve and adopt the merger agreements and the transactions       
contemplated by these agreements. After completion of the mergers contemplated  
by these agreements, the separate corporate existence of Bcom3 will cease and   
all outstanding shares of Bcom3 common stock will be cancelled and converted    
into the right to receive the merger consideration.                             

VOTE REQUIRED TO APPROVE THE MERGER PROPOSALS                                   

The approval of the merger proposals will require, in each case, the  
affirmative vote of a majority of the outstanding shares of Class A and Class B 
common stock, voting together as a single class. As a result, abstentions will  
have the same effect as votes against the proposals. Publicis and Bcom3 will    
only proceed with the mergers if each proposal has been approved by holders of a
majority of the Bcom3 common stock on the record date and the other conditions  
to the mergers have been satisfied or waived.                                   

     Bcom3's common stock consists of Class A and Class B common stock, and each
outstanding share of Bcom3 common stock is entitled to one vote on each         
proposal. As of August 20, 2002, Bcom3 had issued and outstanding 15,289,804    
shares of Class A common stock and 4,286,123 shares of Class B common stock.    
These shares represent approximately 78.1% and 21.9%, respectively, of the      
outstanding capital stock of Bcom3 as of this date.                             

   Each of Dentsu, Roger Haupt, Craig Brown, Richard Fizdale and Roy Bostock
has agreed to vote such person's shares in favor of adoption of the mergers.    
These shares represent 31.2% of the outstanding voting power of Bcom3's common  
stock.                                                                          

    Please send in your proxy card or instruction card as soon as possible. In
any event, your proxy and instruction cards must be received by Bcom3 not later 
than the time of the special meeting in order to have your shares voted at the  
meeting.                                                                        

QUORUM                                                                          

   In order to carry on the business of the special meeting, there must be a
quorum. This means that the holders of a majority of the voting rights          
represented by the issued and outstanding shares of Bcom3 common stock entitled 
to vote on the proposals at a meeting of the stockholders, considered together  
as a single class, must be represented in person or by proxy at the special     
meeting. Abstentions will count for quorum purposes.                            

INSTRUCTIONS AND PROXIES                                                        

HOLDERS OF CLASS A COMMON STOCK                                             

    If you properly fill in your instruction card and send it to Bcom3 in time
to vote, your shares will be voted by the voting trustees as you have directed. 
If you sign the instruction card without making a choice                        
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concerning a proposal, the voting trustees will vote your shares in favor of    
approval and adoption of that proposal. If you mark "abstain" on your           
instruction card, your shares will be counted as present for purposes of        
determining the presence of a quorum, but will count as a vote against the      
proposal. If necessary and if you so indicate on your instruction card, the     
voting trustees may vote all shares represented by your instruction card,       
whether it be an affirmative vote in favor of the proposals or an abstention, in
favor of a proposal to adjourn the special meeting to a later date in order to  
solicit and obtain sufficient votes for the proposals. If you fail to send in an
instruction card, your shares will count as a vote against the proposals.       

     An instruction card is enclosed for your use. To vote, you should complete,
sign, date and return the instruction card in the accompanying envelope, which  
is postage-paid if mailed in the United States, and mail it directly to Bcom3   
Group, Inc., at 35 West Wacker Drive, Chicago, Illinois 60601, Attention: Mr.   
Christian E. Kimball, Secretary, or send it via facsimile to Mr. Kimball at     
(312) 220-4029.                                                                 

If you have completed and returned an instruction card, you can still 
instruct the voting trustees in person at the meeting. You may revoke your      
instruction at any time before it is voted, including on the day of the special 
meeting, by:                                                                    

- submitting a new instruction card, either by mail or by fax at the  
address and fax number set forth above with a later date;         

- instructing the voting trustees in person at the special meeting; or

     - filing with Mr. Kimball, at the address and fax number set forth above, a
written revocation of your instruction.                           

    Attendance at the special meeting will not of itself constitute revocation
of your instruction. Written notices of revocation must be received before the  
voting trustees vote at the special meeting.                                    

HOLDER OF CLASS B COMMON STOCK                                              

 If you properly fill in your proxy card and send it to Bcom3 in time to
vote, your shares will be voted as you have directed. If you sign the proxy card
without making a choice concerning either proposal, the individuals named on    
your proxy card will vote your shares in favor of approval and adoption of that 
proposal. If you mark "abstain" on your proxy card, for either one or both of   
the proposals, your shares will be counted as present for purposes of           
determining the presence of a quorum. If necessary and if you so indicate on    
your proxy card, the individual named on your proxy card may vote all shares    
represented by your proxy, whether it be an affirmative vote in favor of the    
proposal or an abstention, in favor of a proposal to adjourn the special meeting
to a later date in order to solicit and obtain sufficient votes for the         
proposals. If you fail to send in a proxy card, your shares will count as a vote
against the proposals.                                                          

A proxy card is enclosed for your use. To vote without attending the  
special meeting in person, you should complete, sign, date and return the proxy 
card in the accompanying envelope, which is postage-paid if mailed in the United
States, and mail it directly to Bcom3 Group, Inc., at 35 West Wacker Drive,     
Chicago, Illinois 60601, Attention: Mr. Christian E. Kimball, Secretary, or send
it via facsimile to Mr. Kimball at (312) 220-4029.                              

If you have completed and returned a proxy card, you can still vote in
person at the special meeting. You may revoke your proxy, regardless of how you 
submitted your previous proxy, before it is voted by:                           

    - submitting a new proxy card, either by mail or by fax at the address and
fax number set forth above, with a later date;                    

- voting in person at the special meeting; or                         

    - filing with Mr. Kimball at the address and fax number set forth above, a
written revocation of proxy.                                      

    Attendance at the special meeting will not of itself constitute revocation
of a proxy. Written notices of revocation must be received before stockholders  
vote at the special meeting.                                                    

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SOLICITATION OF PROXIES AND INSTRUCTIONS                                        

The cost of soliciting proxies and instructions will be paid by Bcom3,
except that Publicis will share equally the expenses incurred in connection with
printing and filing this proxy statement/prospectus. In addition to solicitation
by mail, officers, directors, employees and agents of Bcom3 may solicit your    
proxies or instructions by correspondence, telephone, telegraph, telecopy or    
other electronic means, or in person, but without extra compensation. You are   
urged to send in your proxy or instruction, as the case may be, without delay.  

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THE MERGERS 

BACKGROUND OF THE MERGERS                                                       

On November 3, 1999, The Leo Group, Inc. and The MacManus Group, Inc.,
which we refer to as Leo Burnett and MacManus, announced their intention to     
combine under a single holding company, forming Bcom3. At the same time, Dentsu 
announced its intention to purchase a 20% interest in Bcom3. At the time of     
these announcements, Leo Burnett and MacManus also announced an intention to    
make an initial public offering, which we refer to as IPO, of Bcom3 shares      
within 12 to 24 months after the formation of Bcom3.                            

  The combination of Leo Burnett and MacManus was completed on January 31,
2000. As a result, Bcom3 became the 100% owner of both Leo Burnett and MacManus,
and the stockholders of Leo Burnett and MacManus became the stockholders of     
Bcom3.                                                                          

On March 14, 2000, Dentsu purchased 4,274,248 shares of Class B common
stock from Bcom3 for an aggregate purchase price of $493.2 million. This        
represented 20% of the fully-diluted equity ownership of Bcom3, after taking    
account of shares available for sale to employees or for option grants to       
employees. As part of this investment, Dentsu acquired certain minority         
stockholder protections, including the right to veto any change of control of   
Bcom3 before March 14, 2002 and the right of first offer in the event of any    
change of control occurring between March 14, 2002 and the earlier of an IPO and
March 14, 2005. Dentsu also acquired the right to designate two members of the  
Bcom3 board and designated Mr. Fumio Oshima (a Senior Managing Director of      
Dentsu) and Mr. Megumi Niimura (a Senior Executive Officer of Dentsu) as members
of the Bcom3 board from the time of Dentsu's investment in Bcom3. In January    
2002, Dentsu designated Mr. Naoki Kobuse (a Senior Executive Officer of Dentsu) 
to replace Mr. Niimura as a member of the Bcom3 board. The remaining four board 
positions have, from inception of Bcom3 to the present time, been filled by Mr. 
Roger Haupt (Chairman and Chief Executive Officer of Bcom3), Mr. Craig Brown    
(President and Chief Operating Officer of Bcom3), Mr. Roy Bostock (former       
Chairman and Chief Executive Officer of MacManus) and Mr. Richard Fizdale       
(former Chairman and Chief Executive Officer of Leo Burnett).                   

In the latter part of 2000, the equity market weakened and a public   
offering of Bcom3 stock became less attractive. In March 2001, the Bcom3 board  
decided not to pursue a public offering during 2001. Mr. Haupt announced this   
decision in a letter to employees on March 28, 2001, and the company issued a   
press release to the same effect.                                               

 Soon after this announcement, Bcom3 management, together with the Bcom3
board, began to review its alternatives to address Bcom3's strategic position in
the rapidly consolidating advertising industry. In the spring and summer of     
2001, management of Bcom3 and Dentsu began to discuss strategic alternatives,   
including the possibility that Dentsu would acquire 100% of Bcom3, or that      
Dentsu and Bcom3 would combine under a single holding company. Mr. Haupt met    
with Mr. Yutaka Narita, President of Dentsu, over the course of several days in 
June 2001 to discuss the future of the Dentsu/Bcom3 relationship. No proposals  
were made by Dentsu with respect to any such combination.                       

    At a regular meeting of the entire Bcom3 board on July 19, 2001, Mr. Haupt
reported on the ongoing discussions with Dentsu, and also discussed the changes 
and continuing consolidation in the industry, including WPP's acquisition of    
Young & Rubicam announced in May 2000 and Interpublic's acquisition of True     
North announced in March 2001. In light of this consolidation, the Bcom3 board  
believed that companies with the greatest geographic and functional scale were  
likely to be at a competitive advantage. (Indeed, one of the principal purposes 
of an IPO had been to create publicly traded stock that could be used as        
currency to make acquisitions, enabling Bcom3 to participate more fully in the  
consolidation trend.) The board discussed the possibility of a combination with 
Dentsu and concluded that management should continue discussions with Dentsu    
concerning such a transaction. Mr. Haupt reported to the board that, based on   
his meetings with Dentsu in June, he believed there was a risk that a           
combination with Dentsu would not likely occur in the near term. The board      
expressed concern that if discussions with Dentsu continued for an extended     
period but were ultimately not successful, Bcom3 could be left with limited     
options due to the rapid pace of consolidation in the industry. The board was   
concerned that not moving forward promptly could result in Bcom3 becoming too   
small to compete effectively on its own, and with little or no opportunity to   
combine with                                                                    

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another significant company to gain the scale and diversity of service offerings
required to compete effectively against its larger, well-diversified competitors
in the industry. The board determined to study other alternatives at the same   
time as continuing discussions with Dentsu. Such possible alternatives included 
remaining independent, pursuing an IPO, and exploring acquisitions of or        
combinations with other companies in the industry.                              

    After the July 19 board meeting, Mr. Haupt, Mr. Brown, Mr. Bostock and Mr.
Fizdale, constituting all of the non-Dentsu directors, engaged in frequent and  
ongoing conversations, both as a group and on an individual basis, about Bcom3's
strategic alternatives, including possible strategic partners in the industry.  
The conversations also addressed in greater detail the ongoing discussions with 
Dentsu and possible alternative transactions.                                   

During the summer and fall of 2001, Mr. Haupt spoke with the CEOs of a
number of companies in the industry, and in one case such contacts developed    
into preliminary, exploratory conversations regarding the possibility of a      
combination or acquisition. In that case, Bcom3 signed a non-disclosure         
agreement. However, none of these discussions progressed beyond the preliminary 
stage, and no proposals with respect to the financial terms of any possible     
transaction were made. It was apparent that a combination with those parties    
could not fulfill Bcom3's strategic objectives because of, among other things,  
client conflicts, geographical or functional incompatibilities of the           
businesses, or financial or operational concerns. Throughout this time          
discussions with Dentsu continued. However, these discussions were inconclusive 
and were suspended in the fall of 2001 when Dentsu focused its attention on its 
own IPO.                                                                        

   In early October 2001, Maurice Levy, Chief Executive Officer and Chairman
of the management board of Publicis, called Mr. Haupt to ask for a meeting. Mr. 
Haupt accepted that invitation, and in mid-October the two met in New York. At  
the meeting, Mr. Haupt and Mr. Levy discussed on a preliminary basis the        
possibility of a combination of Publicis and Bcom3, discussing in particular the
possible operational advantages of such a combination. Mr. Levy contacted Mr.   
Haupt by e-mail on October 16, 2001 to determine whether there was interest, and
again on November 5, 2001 by telephone to suggest a further meeting in early    
December. On December 6, 2001, Mr. Haupt and Mr. Levy met again to further      
explore the possibility of a Publicis/Bcom3 combination, including their        
respective roles. At that meeting, the possible role of Dentsu in such a        
transaction was also discussed.                                                 

  Dentsu completed its IPO on November 30, 2001. On December 10, 2001, Mr.
Haupt and Mr. Brown met with senior executives of Dentsu in Tokyo to renew      
discussions about a possible Dentsu/Bcom3 combination. In the meeting, Mr.      
Narita indicated that Dentsu was interested in continuing to work with Bcom3 and
would consider a variety of options, but that any acquisition of 100% of Bcom3  
would be possible only in stages over an extended period of time. Mr. Haupt     
raised with Mr. Narita in general terms the possibility of a Publicis/Bcom3     
combination in which Dentsu would participate. Mr. Narita indicated an interest 
in exploring such a transaction.                                                

    On December 13, 2001, Mr. Haupt and Mr. Levy spoke by telephone. Mr. Haupt
informed Mr. Levy that Dentsu might be interested in participating in a         
Publicis/Bcom3 combination.                                                     

On December 18, 2001, Mr. Brown met with Mr. Jean-Paul Morin, a       
representative of Publicis in these discussions, in Paris to discuss the        
operational and financial aspects of a possible combination. Mr. Brown and Mr.  
Morin also discussed initial positions with regard to the valuation of Bcom3    
relative to Publicis.                                                           

Mr. Haupt and Mr. Levy met in London three days later, on December 21,
2001. They discussed the possibility of a Publicis/Bcom3 combination in terms of
the operations of a combined company, including the role of each of the CEOs and
the strategic alliance that Dentsu could have with a combined company. Mr. Haupt
and Mr. Levy also discussed on a preliminary basis their respective views as to 
the valuation of Bcom3 relative to Publicis. Mr. Haupt indicated that receipt of
any non-cash consideration in any transaction would have to be tax-free to Bcom3
stockholders.                                                                   

     Mr. Levy met with Madame Elisabeth Badinter, chair of the supervisory board
of Publicis, on January 2, 2002, to discuss the possible combination of Publicis
and Bcom3.                                                                      

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On January 3, 2002, Mr. Levy sent a letter to Mr. Haupt suggesting an 
implied price of three billion euros (which represented approximately $2.7      
billion, based on the exchange rate for that day of $0.8989 per E1.00) for the  
entire enterprise, to be paid in shares, deeply out-of-the-money convertible    
debentures similarly structured to the OCEANES (bonds that are convertible into 
or exchangeable for new or existing shares) Publicis planned to issue later that
month, and cash. Mr. Haupt expressed his view to Mr. Levy that this proposed    
valuation and structure would not be an acceptable basis for a transaction. In  
particular, this structure did not provide Bcom3 stockholders with sufficient   
equity participation in the combined company and would have resulted in a       
taxable transaction. Mr. Levy called Mr. Haupt on January 6, 2002 to express his
continuing enthusiasm for the transaction and to further discuss valuation,     
Madame Badinter's reaction, and Dentsu's participation.                         

On January 9 and 10, 2002, Mr. Haupt and Mr. Brown met with Dentsu    
management in Tokyo to ascertain Dentsu's interest in a possible Publicis/Bcom3 
combination. In these meetings, Dentsu indicated that, while it would be willing
to consider such a transaction, if Dentsu were party to such a transaction it   
would require a minimum 15% interest in the combined company and the right to   
appoint members to the board of the combined company in order to achieve equity 
accounting under Japanese GAAP for its investment. Moreover, Dentsu did not rule
out the possibility of making an alternative proposal whereby it would acquire a
controlling interest in Bcom3. Mr. Haupt responded that, for strategic reasons, 
the Bcom3 board would not likely be interested in a deal for less than 100% of  
the company. The board's strategic goal was a full merger or combination in the 
near term, so that Bcom3 could participate fully in the consolidation trend.    

On January 12, 2002, Mr. Haupt and Mr. Levy met briefly in London to  
continue discussions and on January 15, Mr. Haupt and Mr. Brown met with Mr.    
Morin in New York to discuss the financial performance of Bcom3, valuation, and 
possible forms of consideration from Publicis.                                  

 On January 23, 2002, Mr. Levy met with Madame Badinter to advise Madame
Badinter of the status of the discussions. Madame Badinter expressed her view   
about the agreement that she and Societe Anonyme Somarel, a French company      
controlled by members of Madame Badinter's family, would enter into with Dentsu 
as significant Publicis shareholders. On January 24, 2002, Mr. Haupt met with   
Mr. Fumio Oshima, a Senior Managing Director of Dentsu (and also a member of the
Bcom3 board). Mr. Oshima repeated that Dentsu would seriously consider          
participating in a Publicis/Bcom3 combination, but only on the condition that   
Dentsu could be at least a 15% stockholder in the combined company and          
participate in some way in the Publicis management or oversight. However, Mr.   
Oshima indicated that Dentsu continued to explore other alternatives.           

  Mr. Haupt and Mr. Levy met in Paris on January 25, 2002. At that meeting
Mr. Levy put forward a general proposal for a possible transaction. The most    
significant aspects of this proposal included an implied price of $3 billion in 
Publicis stock and other securities (the type and amount of which were          
unspecified) for all outstanding Bcom3 shares and stock options (representing   
approximately $150 per Bcom3 share), and the possibility that Dentsu could own  
up to 15% of the resulting Publicis. This implied price reflected Publicis's    
valuation of Bcom3 based on Bcom3's size, market share, profitability and the   
then existing general economic conditions.                                      

  On January 30, 2002, Mr. Haupt and Mr. Brown met with representatives of
Morgan Stanley to brief them as to the outline of the proposal from Mr. Levy. In
early February 2002, Mr. Haupt met with Mr. Bostock and with Mr. Fizdale to     
report on the discussions with Publicis and Dentsu to date, including Mr. Levy's
proposal. The conclusion of the discussions among Mr. Haupt, Mr. Brown, Mr.     
Bostock, and Mr. Fizdale was that Bcom3 management should continue discussions  
with both Publicis and Dentsu concerning such a transaction.                    

    On February 4, 2002, Mr. Brown and a representative of Morgan Stanley, and
Mr. Levy and a representative of Lazard Freres & Co. LLC ("Lazard"), financial  
advisor to Publicis, met in New York to discuss the outlines of the financial   
aspects of a possible transaction, including valuation issues and the form of   
consideration. In particular, they discussed the types of Publicis securities   
that may be offered to Bcom3 stockholders. These included Publicis ordinary     
shares, equity-linked securities and notes with detachable                      

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warrants. The form of these securities resulted from negotiations between the   
parties and were designed to address their various interests. On the one hand,  
Bcom3 sought for its stockholders long-term equity participation in the combined
company, receipt of such equity on a tax-free basis and some cash to provide    
liquidity. As compared to the January 3rd proposal, the equity-linked securities
and the detachable warrants represented a significant improvement in the equity 
participation offered by Publicis, and made it possible for the non-cash portion
of the transaction to be received on a tax-free basis. The cash portion would   
result from the expected monetization of the notes after the warrants had been  
detached. For its part, Publicis's main objectives were to defer and minimize   
the dilution of all of the holders of Publicis shares outstanding prior to the  
merger and to obtain favorable accounting treatment for these securities. The   
features of the equity-linked securities and detachable warrants, most notably  
their conversion into ordinary shares over a 20-year term, addressed the        
dilution issue while satisfying the criteria for the desired accounting         
treatment. In addition, since the notes would be issued by Publicis and then    
sold and the Bcom3 stockholders would be entitled to a portion of the proceeds  
of such sales, the market risk of such monetization was allocated to the Bcom3  
stockholders, not Publicis, which was unwilling to assume this risk.            

Mr. Haupt returned to Tokyo to meet with Dentsu representatives on the
evening of February 6 and on February 7 and 8. These discussions were           
wide-ranging, and, on February 8, President Narita indicated his support in     
principle to Dentsu participation in a Publicis/Bcom3 combination, with Dentsu  
becoming a 15% owner of the combined enterprise and forming a global alliance   
with the combined enterprise.                                                   

 Mr. Haupt and Mr. Oshima met in Paris on February 11, 2002 and then met
with Mr. Levy. Later all three met together with Madame Badinter. Discussions   
focused on a number of issues, including governance of Publicis after the       
possible transaction and the possible shareholder relationship between Madame   
Badinter and Dentsu.                                                            

On February 14, Mr. Haupt and Mr. Levy spoke by telephone to discuss  
further Mr. Levy's proposal of January 25th. This proposal had been premised on 
an implied price of $3 billion payable in Publicis securities, which price      
needed to be translated into a fixed number of securities for all of Bcom3's    
equity based on an exchange ratio to be agreed. The discussions focused on the  
Publicis stock price proposed to be used in fixing the exchange ratio. Mr. Levy 
suggested a number of Publicis shares based on a price of E32.00 per Publicis   
share. Mr. Haupt suggested a number of Publicis shares based on a price of      
E29.00 per Publicis share. Mr. Levy and Mr. Haupt decided to proceed with       
discussions assuming the number of shares would be based on a price of E30.50   
per Publicis share. By way of comparison, the closing price of Publicis ordinary
shares on February 14, 2002 was E29.50 per share.                               

 The executive committee of the Dentsu board met on February 15, 2002 to
discuss the proposal. The executive committee approved the transaction in       
principle, subject to approval by the full Dentsu board, and subject to, among  
other things, the condition that Dentsu achieve equity accounting under Japanese
GAAP for its shareholding in the combined company. Dentsu advised Bcom3 that,   
among other things, Dentsu would need to own 15% of the outstanding Publicis    
shares and 15% of the voting power of Publicis to achieve the desired accounting
treatment. However, the parties noted that Dentsu's existing 20% interest in    
Bcom3 was not sufficient to translate into 15% of Publicis after the proposed   
merger.                                                                         

At meetings held in New York on February 19, 2002, advisors to Bcom3, 
Publicis and Dentsu met to discuss the proposed time schedule of the transaction
and the proposed documentation.                                                 

At meetings held in Tokyo on February 19 and 20, 2002, Mr. Haupt and  
representatives of Dentsu discussed the possibility that Dentsu could make an   
additional investment in Bcom3 prior to a Publicis/ Bcom3 combination, both as a
means of meeting Dentsu's requirement to achieve the desired ownership level in 
the combined company and also as a means of providing cash to holders of Class A
shares of Bcom3 in the transaction.                                             

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Mr. Levy arrived in Tokyo on February 20, 2002 and participated in    
discussions with Mr. Haupt and Mr. Narita on February 20 and 21, 2002. At these 
meetings, the parties agreed, subject to further discussion and approval from   
their respective boards, to broad principles in areas such as:                  

- the scope of a strategic alliance between Dentsu and Publicis;      

- the relationship between Dentsu and Madame Badinter as significant  
Publicis shareholders;                                            

- Dentsu's rights in the combined company, including two seats on the 
     supervisory board and anti-dilution rights, subject to obligations such
as a standstill;                                                  

     - operating principles for the combined company, including that Paris would
be the global headquarters; and                                   

- certain management issues, including the role of Mr. Haupt in the   
combined company.                                                 

     At a meeting on February 21, 2002, Mr. Haupt commenced discussions with Mr.
Narita over the price that Dentsu would pay for an additional interest in Bcom3.
The discussions focused on Dentsu's need for additional shares, the perceived   
value of the Publicis offer and the Publicis securities in the short term and in
the long term, the value of immediate liquidity to Bcom3 stockholders and the   
cost of immediate tax liability for the Bcom3 stockholders in receiving the     
cash. Mr. Haupt suggested that Dentsu should pay a premium over the perceived   
value of the Publicis offer given the strategic importance to Dentsu of the     
additional shares. Mr. Narita suggested that Dentsu should pay a discount to    
this value given that Dentsu would deliver immediate cash to Class A            
stockholders at closing. After several days of such discussions, on February 25,
it appeared that, subject to further consideration and completion of Dentsu's   
internal approval process, Dentsu might be willing to pay $175 per Bcom3 share  
for approximately 2,850,000 additional shares (representing an aggregate cash   
payment of approximately $498.7 million) in order to increase Dentsu's ownership
to the requisite level as part of a transaction involving a merger of Bcom3 with
Publicis. This aggregate cash payment, when divided by the number of currently  
outstanding shares of Class A common stock, is equivalent to approximately      
$32.62 per Class A share.                                                       

     On February 22, 2002, lawyers for Publicis sent a draft merger agreement to
Bcom3 and its advisors. On the same day, Publicis and Bcom3 signed reciprocal   
confidentiality agreements and representatives of the two companies commenced   
business and financial due diligence on each other.                             

On February 25, 2002, representatives of Publicis and Bcom3 and their 
advisors met in New York to discuss a number of issues in the transaction,      
including the terms of the various Publicis securities, transfer restrictions on
Bcom3 stockholders, and the terms by which Dentsu could achieve 15% ownership   
under French law in a way that satisfied Japanese accounting standards, and to  
begin discussions of the merger agreement. Thereafter Bcom3, Dentsu, Publicis,  
Madame Badinter and their respective advisors engaged in continuous negotiations
concerning the structure and terms of the transactions and the terms of the     
merger agreement and other transaction documents.                               

On February 26, 2002, the Bcom3 board formally established a special  
committee comprised of Mr. Bostock (chair), Mr. Fizdale and Mr. Brown to        
negotiate, review and evaluate the terms and conditions of the Publicis/Dentsu  
transaction, and to report to the board its recommendations and conclusions with
respect to the transaction. Mr. Haupt acted as special management liaison to the
special committee.                                                              

 On the same day, Dentsu signed a confidentiality agreement with each of
Bcom3 and Publicis and, along with its advisors, commenced business and         
financial due diligence of Bcom3 and Publicis.                                  

  The special committee of the Bcom3 board met on February 27, 2002 in New
York. At that meeting, Mr. Haupt described the status of discussions between    
Bcom3, Publicis and Dentsu, and described the background and strategic rationale
for the proposed transaction. Representatives of Morgan Stanley described the   
discussions to date in additional detail and provided a financial analysis of   
the proposal made by Publicis. The special committee discussed the proposed     
transaction in detail, including alternatives, the structure of the deal,       
Dentsu's role, the value and liquidity of the securities offered by Publicis,   
and the strategic benefits of the proposed transaction. The special committee   
also discussed aspects of the proposal as to which efforts should               

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be made to enhance the value of the transaction to Bcom3 stockholders, including
the terms of the securities and the transfer restrictions. After deliberation,  
the special committee authorized its legal and financial advisors and management
to continue negotiations concerning the proposed transaction.                   

Bcom3, Publicis, Dentsu and their respective advisors continued       
negotiations over the next several days. During such negotiations, many new     
issues were raised, including a discussion of Bcom3 stockholders taking a       
portion of the Publicis ordinary shares received as merger consideration as     
usufruct interests for a two-year period following the mergers, and a method to 
achieve the parties' intent that the amount owed to option holders under Bcom3's
stock option plans would be paid out of the total merger consideration by       
funding such amount out of the proceeds from the sale of the OBSA notes.        

    On March 1, Mr. Narita confirmed to Mr. Haupt in writing that Dentsu would
accept the $175 per Bcom3 share price as the price it would be willing to pay in
order to increase its ownership to the requisite level.                         

   On Monday, March 4, 2002, the Publicis management board met in Paris. Mr.
Levy reported that the parties had reached an agreement on the terms of the     
proposed combination with Bcom3. Mr. Levy then made a presentation about Bcom3  
and its operations, outlined the business rationale of a transaction with Bcom3 
and Dentsu and presented the main terms of the proposed transaction. The        
management board considered and discussed the terms of the transaction. At the  
conclusion of the meeting, the management board members voted unanimously to    
approve the combination.                                                        

 On March 5, 2002, the Publicis supervisory board met in Paris. Mr. Levy
made a presentation about Bcom3 and its operations, outlined the business       
rationale of a transaction with Bcom3 and Dentsu and presented the main terms of
a possible transaction. Following the presentation, the Publicis supervisory    
board discussed the main terms and other aspects of the combination with Mr.    
Levy and representatives of Lazard Freres, Publicis's financial advisor. The    
supervisory board considered and discussed the terms of the transaction. At the 
conclusion of the meeting, the members attending the supervisory board meeting  
then voted unanimously to approve the transaction.                              

On March 5, 2002, the board of directors of Societe Anonyme Somarel,  
Publicis's largest shareholder with 35.6% of Publicis's voting power, met in    
Paris. Mr. Levy made a presentation about the main terms of the proposed        
transaction with Bcom3 and Dentsu. Following the presentation, the Somarel board
of directors unanimously voted in favor of the overall Publicis/Bcom3           
combination.                                                                    

 On March 5, 2002, the Bcom3 board met in New York. At that meeting, Mr.
Haupt reported on the negotiations with Publicis and Dentsu, stating that those 
negotiations had yielded a proposed transaction, which he outlined.             
Representatives of Davis Polk & Wardwell and Morgan Stanley, Bcom3's legal and  
financial advisors, respectively, described the transaction in additional       
detail, including the fact that the transaction would involve two mergers, one  
in which Dentsu would, in effect, acquire an increased ownership of Bcom3 from  
the current holders of Class A common stock and Class A stockholders would      
receive cash from Dentsu for such shares, and a second in which Publicis would  
acquire all the outstanding equity of Bcom3 from the current Bcom3 stockholders 
including Dentsu. In the Bcom3 board meeting, Morgan Stanley presented a        
financial and strategic analysis of the transaction.                            

The board adjourned to allow a meeting of the special committee of the
board. At the special committee meeting, Mr. Haupt and the financial and legal  
advisors further described the proposed transactions, including refinements and 
changes that had been negotiated since the previous meeting of the special      
committee. Morgan Stanley delivered to the special committee its oral opinion   
that the consideration to be received by the holders of Class A common stock was
fair from a financial point of view to such holders. The special committee's    
legal advisors reviewed various legal matters with the special committee, and   
both the financial and legal advisors responded to questions from committee     
members.                                                                        

   The special committee then excused Mr. Haupt and considered and discussed
the terms of the transaction and the financial, legal and management            
presentations and analysis. At the conclusion of the special committee meeting, 
the special committee unanimously determined that the proposed transaction was  
fair to and in the best interests of the holders of Bcom3's Class A common      
stock, and it recommended that the                                              

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board approve the transaction and that the board recommend approval of the      
transaction to Bcom3's stockholders.                                            

 Following the special committee meeting, the Bcom3 board reconvened and
received the report of the special committee. The board then voted to approve   
the mergers, subject to ratification and adoption of appropriate resolutions in 
a subsequent meeting of the board to be held on the morning of March 7, 2002,   
following approval of the transaction by the Dentsu board of directors.         

On the morning of March 7, 2002, the Bcom3 board met by telephone     
conference call. Mr. Haupt confirmed that the proposed transactions had been    
approved by the boards of Publicis and Dentsu. Morgan Stanley reiterated its    
opinion that the consideration to be received by the holders of Bcom3 Class A   
common stock pursuant to the proposed transactions was fair from a financial    
point of view for such holders. Mr. Bostock, chair of the special committee,    
reaffirmed the resolutions of the special committee taken at its meeting on     
March 5. After discussion, the Bcom3 board voted unanimously to approve the     
mergers, and to present the mergers to the Bcom3 stockholders with a            
recommendation that the Bcom3 stockholders approve the mergers.                 

  At the same time, Dentsu agreed to vote its Bcom3 shares in favor of the
mergers, and Messrs. Haupt, Brown, Bostock and Fizdale, all members of the Bcom3
board and all significant Bcom3 stockholders in their own right, agreed to vote 
their Bcom3 shares in favor of the mergers.                                     

On March 7, 2002, Publicis, Bcom3 and Dentsu executed agreements and  
memoranda of understanding and issued a joint press release announcing the      
transactions.                                                                   

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND THE BCOM3 BOARD                    

 The special committee, at a meeting held on March 5, 2002, unanimously:

    - determined that the merger agreements and the mergers are fair to and in
the best interests of the holders of Bcom3's Class A common stock;

  - recommended that the Bcom3 board approve the merger agreements and the
mergers; and                                                      

   - recommended that the Bcom3 board recommend approval and adoption of the
merger agreements and the mergers by Bcom3's stockholders.        

    The Bcom3 board, acting on the recommendation of the special committee, at
a meeting on March 7, 2002, unanimously:                                        

   - determined that it was advisable and in the best interests of Bcom3 and
    its stockholders to enter into the merger agreements and to effect the
transactions contemplated thereby;                                

- approved and adopted the merger agreements and the mergers; and     

- recommended that Bcom3's stockholders approve and adopt the merger  
agreements and the mergers.                                       

  The Bcom3 board and the special committee unanimously recommend that you
vote FOR the approval and adoption of the merger agreements and the mergers.    

THE SPECIAL COMMITTEE'S REASONS FOR THE MERGERS                                 

In reaching its conclusions described above, the special committee    
consulted with Bcom3's management, as well as with its financial and legal      
advisors, and considered the following material factors:                        

STRATEGIC RATIONALE                                                         

 - in light of continuing consolidation in the advertising and marketing
communications services industry, including recent large strategic
combinations such as Interpublic/True North, WPP/Young & Rubicam, 
       Publicis/Saatchi & Saatchi and Havas/Snyder Communications, and "fill-in"
     acquisitions to strengthen specific offerings such as WPP's acquisition
of Tempus, the view of the special                                

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     committee and Bcom3 management that: (1) industry participants with the
       greatest geographic and functional scale and diversity would likely be at
   a competitive advantage relative to smaller competitors and be better
    positioned to take advantage of long-term growth opportunities and (2)
   participating in the consolidation trend through the combination with
    Publicis would have a positive, stabilizing impact on Bcom3's business
  from a client and employee perspective by defining Bcom3's long-term
strategic direction;                                              

- the view of the special committee and Bcom3 management that equity  
      investments in the combined company would have significant potential for
long-term appreciation, because, among other things:              

         - the combination between Bcom3 and Publicis would represent an
        excellent strategic fit, with complementary businesses and
         limited conflicts between their respective key clients, and
             produce a strong and diversified combined company with a stable
         client base, media services capabilities, a strong creative
reputation and quality management;                

            - the merger was expected to offer strong opportunities for growth
             as a result of, for example, greater geographic coverage, brand
  diversification and stronger media buying power; and

     - the combination would create the fourth largest large-cap
              advertising company after Omnicom, Interpublic and WPP, which is
           significant given that a sizable valuation gap exists between
           large- and mid-cap industry participants, indicating that the
          market continues to accord higher valuation multiples to the
        largest diversified agencies compared to the multiples for
           smaller, stand-alone players, such as price-to-2002 estimated
           earnings multiples, as of March 1, 2002, of 31.0 for Omnicom,
               27.0 for Interpublic and 25.0 for WPP, compared to 23.8 for Havas
and 14.6 for Cordiant;                            

    - the view of the special committee and Bcom3 management that the proposed
     strategic alliance between Publicis and Dentsu would help differentiate
      Publicis from other large advertising companies, provide Publicis with a
       strong ally in Japan and permit the group to provide truly global service
to major clients;                                                 

- Bcom3 management's presentation to the special committee as to the  
financial condition, business and operations of Publicis; and     

   - the fact that the Bcom3 board and Bcom3 management had investigated and
  discussed a range of strategic alternatives over a lengthy period of
    time, including (1) remaining independent, (2) pursuing an IPO and (3)
   combining with other advertising companies, including Dentsu, as more
       fully described under the caption "-- Background of the Mergers," and the
    fact that none of these alternatives were as feasible and favorable to
Bcom3 stockholders as the mergers.                                

MERGER CONSIDERATION AND TRANSACTION STRUCTURE                              

     - the analyses and presentations of Morgan Stanley on the financial aspects
of the mergers and the merger consideration, and its oral opinion 
      delivered on March 5, 2002 and its written opinion delivered on March 7,
2002 that, as of the applicable date of each such opinion, the    
     consideration to be received by the holders of shares of Class A common
stock pursuant to the merger agreements (considered as a single   
  transaction) is fair from a financial point of view to such holders;

- the expectation that the Publicis/Bcom3 merger would be treated as a
  reorganization for U.S. federal income tax purposes, such that Bcom3
    stockholders would be taxed on any gain realized only to the extent of
the cash consideration received by them;                          

- the form of the blended consideration to be received in the         
     mergers -- consisting of a combination of (1) cash from Dentsu and from
      the sale of the debt portion of the OBSAs, (2) Publicis ordinary shares,
(3) the ORAs and (4) warrants to purchase Publicis ordinary       
     shares -- gives Class A stockholders the benefit of both receiving cash
    and continuing to have a substantial long-term equity participation in
the combined company;                                             

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   - the first step merger ensures that Class A stockholders receive a fixed
   amount of cash proceeds ($498.7 million in total, or about $32.62 per
      Class A share) at closing from Dentsu, which amount was fixed regardless
       of fluctuations in the Publicis ordinary share price and provided Class A
       stockholders with the benefit of immediate liquidity at closing, although
     this benefit was partially offset by the fact that receipt of such cash
would be taxable to such stockholders;                            

- the possibility that, because the exchange ratio is fixed for each  
component of the Publicis securities to be issued as merger       
     consideration, the value of the blended consideration could increase or
     decrease prior to or after the completion of the mergers (including the
 time at which the Publicis securities to be issued as consideration
     become freely transferable) based on factors that include, for example,
fluctuations in the Publicis ordinary share price;                

  - the importance of obtaining Dentsu's approval of the transaction given
    Dentsu's contractual rights under its investment agreement with Bcom3,
      including (1) prior to March 14, 2002, the requirement that Bcom3 obtain
       Dentsu's approval before entering into any agreement that would result in
a change of control of Bcom3 and (2) on and after March 14, 2002, 
 Dentsu's right of first offer with respect to any change of control
     transaction, and the consequent time delays, risk and uncertainty which
    complying with such right of first offer procedure would present for a
transaction with any other third party;                           

    - the fact that certain Bcom3 stockholders, including Dentsu, representing
     together about 31% of the voting power of all Bcom3 shares, and certain
       Publicis stockholders representing together about 45% of the voting power
      of all Publicis shares, were willing to sign support agreements agreeing
     to vote in favor of the Publicis/Bcom3 merger and against any competing
proposal for a merger or business combination;                    

- the potential effect of the "deal protection" provisions on possible
third party proposals to acquire Bcom3 after execution of the     
     Publicis/Bcom3 merger agreement, including that if any third party made
an unsolicited competing proposal, the Bcom3 board could provide  
 information to and engage in negotiations with that third party and
   decide not to recommend the Publicis/Bcom3 merger, but that the Bcom3
    board could not terminate the Publicis/Bcom3 merger agreement until it
had been voted on by Bcom3 stockholders;                          

- that while the termination payment provisions of the Publicis/Bcom3 
     merger agreement could have the effect of discouraging some alternative
      proposals for a business combination with Bcom3, the special committee's
   belief that these provisions would not preclude bona fide alternative
       proposals because the size of the termination fee was reasonable in light
of the size and benefits of the transaction; and                  

  - both parties had reciprocal obligations to pay such a termination fee.

     The Bcom3 board also considered the potential adverse consequences of other
factors in evaluating the proposed mergers, including:                          

    - the fact that any estimated value of the blended consideration per Class
  A share, including the reference value set forth in Morgan Stanley's
       presentation to the special committee, depends on certain assumptions and
       judgments, particularly since no trading market exists for certain of the
       securities to be received in the merger, and so there can be no assurance
  of such value. In particular, the special committee considered that:

             - there is no certainty as to the amount of net proceeds that would
      result from the sale of the debt portion of the OBSAs as
           contemplated by the Publicis/Bcom3 merger agreement, and such
               amount would depend on market conditions at the time of the sale,
          market demand for such debt, the financial condition, credit
            profile and prospects of Publicis, selling costs and expenses,
              and the size of the payment to Bcom3 option holders, and, in any
         event would reflect a substantial discount to the principal
        amount given, among other things, the 2.75% interest rate;

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         - development of an active trading market for the ORAs would be
               subject to market demand, any such market would not develop until
        the transfer restrictions for the ORAs expired or sometime
          thereafter, and in any event the ORAs would be linked to the
         value of the underlying Publicis ordinary shares, but would
             likely trade at a discount to such shares (which discount could
    not be estimated, but which might be significant); and

           - the value of the warrants over time would depend on a number of
              factors, including the price and volatility of Publicis ordinary
            shares, the financial condition and prospects of Publicis, the
            rate at which Publicis pays dividends, prevailing interest and
              currency exchange rates, and the remaining life of the warrants;

- the transfer restrictions imposed on the Publicis securities, the 
      orderly marketing procedures after each lock-up period, the redemption
      schedule for the ORAs and the exercise period for the warrants, all of
       which restrict the ability of each Class A stockholder to exit from his
 or her investment in Publicis, and the fact that any reference or
     estimated value of the Class A consideration may not be realizable at
   the time when stockholders become free to transfer such securities;

   - under the Publicis/Bcom3 merger agreement, Class A and Class B shares
are to receive the various forms of consideration in different  
   proportions, with Dentsu, as the sole holder of all Class B shares,
       receiving proportionately more Publicis ordinary shares (as if the cash
       paid by Dentsu in the first step merger had effectively been applied to
      purchase the Publicis ordinary shares, but not the ORAs or OBSAs, that
      would otherwise have been issued in respect of the Class A shares that
are canceled in the first step merger);                         

    - the fact that holders of Class A common stock and Class B common stock
     will vote together as a single class on the mergers and do not have a
separate class vote;                                            

     - the usufruct structure under which Dentsu receives the voting rights on
       a portion of the Class A stockholders' Publicis ordinary shares for two
   years while Class A stockholders retain all economic rights to such
    shares, ameliorated by the fact that the Publicis ordinary shares to
       which such usufruct structure applies would otherwise have been subject
 to a two-year lock-up in any event and the fact that such holders
  receive back the voting rights at the same time the lock-up on the
usufruct interest expires;                                      

- the existence of risks associated with unexpected difficulties in 
       integrating the two companies or material liabilities undetected in the
due diligence process; and                                      

      - the interests that certain executive officers and directors of Bcom3 may
  have with respect to the mergers in addition to their interests as
  stockholders of Bcom3 generally, as described more fully under the
caption "Interests of Certain Persons in the Mergers."          

 The foregoing discussion addresses the material information and factors
considered by the special committee in its evaluation of the mergers, including 
factors that support the transaction as well as those that may weigh against it.
In view of the variety of factors and the amount of information considered, the 
special committee and the Bcom3 board did not find it practicable to quantify or
otherwise assign relative weights to, and did not specifically make assessments 
of, the various factors and analyses considered in reaching its determination.  
Individual directors may have given different weights to different factors. The 
determination to approve the merger agreements was made after consideration of  
all the factors as a whole.                                                     

  In reaching its decision to approve and recommend the merger agreements,
the Bcom3 board relied on the special committee's recommendation and the factors
examined by the special committee as described above.                           

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In addition, the Bcom3 board believes that sufficient safeguards were 
present to ensure the procedural fairness of the mergers to the Class A         
stockholders, including:                                                        

- the Bcom3 special committee consisted of three directors entirely   
  independent from Dentsu who have extensive knowledge about Bcom3 and
 years of experience in the advertising and marketing communications
      services industry, and who are among the largest individual stockholders
of Bcom3;                                                         

  - the Bcom3 special committee was advised by and received the opinion of
its financial advisor, Morgan Stanley;                            

 - the Bcom3 special committee was advised by outside legal counsel; and

 - the non-Dentsu directors of Bcom3, members of management, the special
committee and the special committee's financial and legal advisers
     conducted extensive and vigorous negotiations with Dentsu and Publicis.

PUBLICIS'S REASONS FOR THE MERGERS                                              

At a meeting held on March 5, 2002, the supervisory board of Publicis 
unanimously approved the Publicis/Bcom3 merger agreement and the Publicis/Bcom3 
merger. In the course of reaching its conclusions on the merger, the Publicis   
board consulted with Publicis's management as well as its outside advisors and  
considered a number of factors. The material factors they considered are        
summarized below:                                                               

   - the board's view that the merger represents an excellent opportunity to
implement Publicis's long-term strategy of using acquisitions to  
     supplement the company's internal growth, and to provide clients with a
complete range of communication services throughout the world;    

- the expectation that the merger will offer strong opportunities for 
       growth as a result of brand diversification, stronger media buying power,
    a more balanced geographical coverage consistent with the breakdown of
world-wide advertising expenditures and strengthened specialized  
communications capabilities;                                      

     - the highly complementary nature of Publicis's and Bcom3's businesses with
       regard to alternative operating brands in the areas of advertising, media
      investment management, information and consultancy, public relations and
public affairs, branding and identity, healthcare and specialist  
communications;                                                   

     - the similar philosophy and culture of Publicis and Bcom3 and their shared
   approach to the integration of advertising and marketing services for
clients;                                                          

     - the highly complementary nature of the businesses of Publicis and Dentsu,
the leading agency in Japan, with regard to their client base and 
 geographic reach and the expectation that the exclusive partnership
  between Publicis and Dentsu will leverage each other's capabilities;

- the financial and operating performance and condition and long-term 
  prospects of Bcom3, Publicis and the combined company, including the
     opportunity to achieve cost savings by consolidating selected corporate
functions at the two companies;                                   

- current industry developments, including continuing consolidation;  

   - the commitment of each party to complete the merger as reflected in the
merger agreement, including:                                      

- the conditions to closing;                                        

   - the requirement that the parties afford their respective shareholders
the opportunity to vote on the merger; and                      

- the parties' obligations to pay a termination fee if the merger   
agreement is terminated under specified circumstances.          

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The Publicis supervisory board also considered potentially adverse    
consequences in evaluating the proposed business combination, including:        

    - the potential problems inherent in effecting a transnational combination
       of two organizations which may divert attention from the ongoing business
of the combined company;                                          

- the risk that key employees of Bcom3 or of Publicis, who enjoy      
relationships with existing clients or otherwise contribute to the
      financial success of Bcom3 or Publicis, may not remain with the combined
company after the merger; and                                     

  - the risk that the combined company may lose clients as a result of the
transaction or otherwise.                                         

     The foregoing discussion of the factors considered by the supervisory board
of Publicis is not intended to be exhaustive but includes the material factors  
considered by the Publicis supervisory board. In view of the wide variety of    
factors considered by the Publicis supervisory board in connection with its     
evaluation of the merger and the complexity of these matters, the Publicis      
supervisory board did not consider it practical, and did not attempt, to        
quantify, rank or otherwise assign relative weights to the specific factors it  
considered in reaching its decision. The Publicis supervisory board conducted a 
discussion of the factors described above, during which it posed questions to   
Publicis's management and Publicis's outside advisors. The Publicis supervisory 
board reached a unanimous consensus that the merger was in the best interests of
Publicis and its shareholders. In considering the factors described above,      
individual members of the Publicis supervisory board may have given different   
weights to different factors.                                                   

OPINION OF SPECIAL COMMITTEE'S FINANCIAL ADVISOR                                

     Bcom3 retained Morgan Stanley to provide the special committee of the Bcom3
board with financial advisory services and a financial fairness opinion in      
connection with the mergers. Bcom3 selected Morgan Stanley to act as the special
committee's financial advisor based on Morgan Stanley's qualifications,         
expertise and reputation and its knowledge of the business and affairs of Bcom3.
At the meeting of the special committee on March 5, 2002, Morgan Stanley        
rendered its oral opinion that as of that date, and subject to and based on the 
considerations in its opinion, the consideration to be received by the holders  
of shares of Bcom3's Class A common stock pursuant to the merger agreements     
(considered as a single transaction) is fair from a financial point of view to  
such holders. On March 7, 2002, Morgan Stanley confirmed its oral opinion at a  
meeting of the Bcom3 board and in writing.                                      

     THE FULL TEXT OF MORGAN STANLEY'S OPINION, DATED AS OF MARCH 7, 2002, WHICH
SETS FORTH, AMONG OTHER THINGS, THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED,      
MATTERS CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN BY MORGAN STANLEY IS
ATTACHED AS ANNEX D TO THIS PROXY STATEMENT/PROSPECTUS. WE URGE YOU TO READ THIS
OPINION CAREFULLY AND IN ITS ENTIRETY. MORGAN STANLEY'S OPINION IS DIRECTED TO  
MEMBERS OF THE SPECIAL COMMITTEE AND MEMBERS OF THE BCOM3 BOARD, ADDRESSES ONLY 
THE FAIRNESS FROM A FINANCIAL POINT OF VIEW OF THE CONSIDERATION TO BE RECEIVED 
BY THE HOLDERS OF SHARES OF BCOM3'S CLASS A COMMON STOCK PURSUANT TO THE MERGER 
AGREEMENTS (CONSIDERED AS A SINGLE TRANSACTION), AND DOES NOT ADDRESS:          

- any other aspect of the mergers;                                    

- Bcom3's underlying business decision to pursue the mergers; or      

- the price at which Publicis ordinary shares or other securities will
trade following the mergers or at any other time.                 

    Further, the opinion does not constitute a recommendation to any holder of
shares of Bcom3 as to how to vote at the Bcom3 stockholder meeting held in      
connection with the mergers.                                                    

   The summary of the opinion of Morgan Stanley set forth below is qualified
in its entirety by reference to the full text of the written opinion, which is  
attached as Annex D.                                                            

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In connection with rendering its opinion, Morgan Stanley, among other 
things:                                                                         

 - reviewed certain publicly available financial statements of and other
information relating to Bcom3 and Publicis, respectively;         

  - reviewed certain internal financial statements and other financial and
operating data concerning Bcom3 and Publicis, respectively;       

- reviewed certain financial projections prepared by the management of
Bcom3 and Publicis, respectively;                                 

     - discussed the past and current operations and financial condition and the
      prospects of Bcom3, including information relating to certain strategic,
    financial and operational benefits anticipated from the Publicis/Bcom3
merger, with senior executives of Bcom3;                          

     - discussed the past and current operations and financial condition and the
prospects of Publicis, including information relating to certain  
strategic, financial and operational benefits anticipated from the
Publicis/Bcom3 merger, with senior executives of Publicis;        

    - reviewed the pro forma impact of the Publicis/Bcom3 merger on Publicis's
  cash earnings per share, cash flows, consolidated capitalization and
financial ratios;                                                 

 - compared the financial performance of Bcom3 and Publicis with that of
   certain other comparable publicly traded companies, respectively, and
their securities;                                                 

   - compared the prices and trading performance of Publicis ordinary shares
  with those of certain other comparable publicly traded companies and
their securities;                                                 

- reviewed the financial terms, to the extent publicly available, of  
certain comparable acquisition transactions;                      

 - participated in discussions and negotiations among representatives of
Bcom3 and Publicis and their financial and legal advisors;        

- reviewed the merger agreements and the English language term sheets 
  relating to the ORA issuance contract and the OBSA issuance contract
attached to the Publicis/Bcom3 merger agreement; and              

     - considered such other factors and performed such other analyses as Morgan
  Stanley deemed appropriate. These included review of equity research
   commentary on Publicis and other industry participants; review of the
       companies' geographic and business mixes; review of industry dynamics and
    competitive landscape; review of other potential suitors/partners; and
review of other strategic alternatives.                           

   Morgan Stanley assumed and relied upon, without independent verification,
the accuracy and completeness of the information reviewed by Morgan Stanley for 
the purposes of its opinion. Morgan Stanley also relied upon, without           
independent verification, the accuracy and completeness of the English language 
term sheets relating to the ORA issuance contract and the OBSA issuance contract
attached to the Publicis/Bcom3 merger agreement, and assumed that such term     
sheets set forth all material terms relating to the ORAs and the OBSAs. With    
respect to the financial projections, Morgan Stanley assumed that they were     
reasonably prepared on bases reflecting the best currently available estimates  
and judgments of the future financial performance of Bcom3. In addition, Morgan 
Stanley has assumed that the first step merger would be consummated in          
accordance with the first step merger agreement and that the Publicis/Bcom3     
merger would be consummated in accordance with the terms set forth in the       
Publicis/Bcom3 merger agreement, including that the Publicis/Bcom3 merger would 
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended.                                               

   Morgan Stanley did not make any independent valuation or appraisal of the
assets or liabilities of Bcom3 or Publicis, nor was Morgan Stanley furnished    
with any appraisals. The opinion of Morgan Stanley is necessarily based on      
financial, economic, market, foreign currency and other conditions as in effect 
on, and the information made available to Morgan Stanley as of, the date of its 
opinion.                                                                        

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    The following is a summary of the material financial analyses performed by
Morgan Stanley in connection with its oral opinion and the preparation of its   
written opinion. Some of these summaries of financial analyses include          
information presented in tabular format. In order to understand fully the       
financial analyses used by Morgan Stanley, the tables must be read together with
the text of each summary. The tables alone do not constitute a complete         
description of the financial analyses.                                          

     In connection with the review of the mergers by the Bcom3 board and special
committee, Morgan Stanley performed a variety of financial and comparative      
analyses for purposes of rendering its opinion. The preparation of a fairness   
opinion is a complex process and is not necessarily susceptible to a partial    
analysis or summary description. In arriving at its opinion, Morgan Stanley     
considered the results of all of its analyses as a whole and did not attribute  
any particular weight to any particular analysis or factor considered by it.    
Morgan Stanley believes that the summary provided and the analyses described    
below must be considered as a whole and that selecting any portion of its       
analyses without considering all analyses would create an incomplete view of the
process underlying its analyses and opinion. In addition, Morgan Stanley may    
have given various analyses and factors more or less weight than other analyses 
and factors, and Morgan Stanley may have deemed various assumptions more or less
probable than other assumptions, so that the range of valuations resulting from 
any particular analysis described below should not be taken to be Morgan        
Stanley's view of the actual value of Bcom3 or Publicis.                        

   In performing its analyses, Morgan Stanley made numerous assumptions with
respect to industry performance, general business and economic conditions and   
other matters, many of which are beyond the control of Bcom3 or Publicis. Any   
estimates contained in Morgan Stanley's analyses are not necessarily indicative 
of future results or actual values, which may be significantly more or less     
favorable than those suggested by these estimates. These analyses were prepared 
solely as a part of Morgan Stanley's analysis of the fairness from a financial  
point of view of the consideration to be received by the holders of Bcom3 Class 
A common stock pursuant to the merger agreements (considered as a single        
transaction) and were conducted in connection with the delivery by Morgan       
Stanley of its opinion to the Bcom3 board and special committee. Morgan         
Stanley's analyses do not purport to be appraisals or to reflect the prices at  
which shares of Bcom3 common stock or any Publicis securities might actually    
trade. In addition, as described above, the Morgan Stanley opinion was one of   
the many factors taken into consideration by the Bcom3 board and special        
committee in making their respective determination to approve and recommend     
approval of the mergers. The consideration and other terms of the mergers were  
determined through arm's-length negotiations between Bcom3, Dentsu and Publicis 
and were approved by the special committee and the Bcom3 board. Morgan Stanley  
did not recommend any specific consideration to Bcom3 or that any specific      
consideration constituted the only appropriate consideration for the mergers.   

    For purposes of its analyses, Morgan Stanley reviewed a financial forecast
for 2002 prepared by the management of Bcom3 adjusted, as appropriate, to       
reflect Morgan Stanley's view of growth, excluding acquisitions (which we refer 
to as the Adjusted Bcom3 Management Projections). The Adjusted Bcom3 Management 
Projections were prepared in February 2002 and reflected management's view as of
that time and were provided to Morgan Stanley for use in its analysis in        
connection with the mergers. For some of the pro forma combination analyses,    
Morgan Stanley used publicly available equity research projections for Publicis 
(which we refer to as the Publicis Projections).                                

For purposes of its analyses, Morgan Stanley focused solely on the    
consideration to the Class A stockholders. As a result of the mergers, each     
share of Bcom3 Class A common stock will be exchanged for a package of cash and 
securities comprised of Publicis ordinary shares, ORAs and OBSAs. The cash      
portion of the consideration includes both the cash to be received by Class A   
stockholders in the first step merger as well as the cash proceeds resulting    
from the sale of the debt portion of the OBSAs (also referred to herein as the  
"notes") net of the costs and commissions associated with the monetization of   
the notes and the cash payment to option holders in exchange for cancellation of
options. For purposes of establishing a reference point for its analyses, Morgan
Stanley made certain assumptions and estimations about the gross cash proceeds  
obtainable upon the sale of the notes. In addition, because the amount which    
would be available for distribution to the Class A stockholders and Class B     
stockholders from the sale of the notes would be net of costs and commissions   
related to the sale of the notes, as well as the amounts payable by Bcom3 in    
order to cancel                                                                 

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outstanding Bcom3 stock options, Morgan Stanley also made certain assumptions   
and estimations about the costs and commissions to be incurred in connection    
with the sale of the notes and the amounts that would be required in order for  
Bcom3 to pay for canceled stock options.                                        

   Because a large portion of the merger consideration is Publicis stock and
other equity-linked securities, the value of the merger consideration is subject
to change. For purposes of establishing a reference value for its analysis,     
Morgan Stanley prepared an analysis of the indicative value of the Publicis     
ordinary shares and ORAs to be received by each holder of a share of Bcom3 Class
A common stock. Among a number of other assumptions, this analysis was based on 
a single-point value of Publicis ordinary shares (the March 4, 2002 Publicis    
closing share price of E33.55) and a single assumed euro to dollar exchange rate
of $0.866 per E1. Morgan Stanley evaluated the warrants to be received by each  
holder of a share of Bcom3 Class A common stock using the generally accepted    
Black-Scholes option valuation model with single-point assumptions, including   
the March 4, 2002 Publicis closing share price of E33.55. All of the values and 
methodologies used to prepare this indicative value are subject to significant  
variation based on a number of factors, including changes in the market value of
the Publicis ordinary shares, applicable exchange rates and interest rates, as  
well as the numerous volatility and duration assumptions that are used to       
prepare a Black-Scholes option valuation analysis. In addition, the reference   
valuation developed by Morgan Stanley was not designed to quantify the amount   
that holders of shares of Bcom3 Class A common stock could realize upon an      
immediate sale of the merger consideration to be received by them in the        
mergers. Rather, since Class A stockholders would not be in a position to sell  
the Publicis securities received by them for a period of time pursuant to the   
terms of the transaction, Morgan Stanley did not apply any discount to reflect  
transfer restrictions, but looked at the values of underlying securities from   
the perspective of long-term holders who do not apply a liquidity discount.     
Using those assumptions, as of March 5, 2002, Morgan Stanley determined that the
indicative value of the consideration to be received by each holder of a share  
of Bcom3 Class A common stock pursuant to the mergers was approximately $172. As
one indication of the sensitivity of this reference value to the underlying     
assumptions, Morgan Stanley also advised that this reference value would have   
increased to the range of $178 to $185 if the Publicis shares had traded in the 
range of E35.00 to E37.00 and all other assumptions used (including as to       
interest rates, exchange rates and volatility factors) remained constant. In    
addition, Morgan Stanley had previously presented to the special committee on   
February 27, 2002 an analysis showing that this reference value would have been 
approximately $160 using the Publicis closing share price on February 26, 2002  
of E29.77. As indicated above, given the numerous assumptions made and the high 
degree of volatility of the above described values to the different parameters  
used, such values were not intended as an appraisal of the value of the         
consideration Class A shareholders would receive at the closing of the          
transaction but rather to provide a reference point for Morgan Stanley's        
analysis.                                                                       

HISTORICAL SHARE PRICE PERFORMANCE                                          

 Morgan Stanley reviewed the price performance of the ordinary shares of
Publicis from January 1, 1999 through March 4, 2002. The table below shows the  
daily high and low closing prices of Publicis ordinary shares for that period,  
compared with a closing price on March 4, 2002 of E33.55 per share for Publicis 
ordinary shares.                                                                

TABLE 1: SHARE PRICE PERFORMANCE: 1/1/1999-3/4/2002 

                                                                [Download Table]

(E)                                                           HIGH     LOW 
---                                                           -----   -----
                                                                           
Publicis....................................................  69.70   12.22

Morgan Stanley then compared the price performance of Publicis to the 
Standard & Poor's 500 Common Stock Price Index, which we call the S&P 500 Index,
and two groups of selected advertising and marketing communications companies   
with publicly traded common stock. One group included larger capitalization     
companies, such as The Interpublic Group of Companies, Inc., Omnicom Group Inc. 
and WPP Group PLC, which we refer to as the Large-Cap Comparables, and the other
group included mid-capitalization companies such as Cordiant Communications     
Group PLC, Grey Global Group Inc., Havas Advertising and Dentsu Inc., which we  
refer to as the Mid-Cap Comparables. The Large-Cap Comparables and the Mid-Cap  
Comparables                                                                     

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were chosen because they participate in the global advertising and marketing    
communications industry and possess financial and operating characteristics that
have similarities to those of Bcom3 and Publicis. None of the other companies   
used in this analysis as a comparison is identical to Bcom3 or Publicis.        

    This analysis showed that the closing market price of Publicis appreciated
314.3% during the period from January 1, 1998 through March 1, 2002. The table  
below shows the relative stock price appreciation of Publicis, the S&P 500 Index
and the Large-Cap Comparables and Mid-Cap Comparables from January 1, 1998      
through March 1, 2002.                                                          

TABLE 2: INDEXED STOCK PRICE APPRECIATION: 1/1/1998-3/1/2002

                                                                [Download Table]
                                                                    
Publicis....................................................  314.3%
S&P 500 Index...............................................   16.6%
Large-Cap Comparables.......................................  114.2%
Mid-Cap Comparables.........................................   43.6%

COMPARABLE COMPANY ANALYSIS                                                 

Comparable company analysis examines a company's trading performance  
relative to a group of publicly traded peers. Morgan Stanley performed a        
comparable public company trading analysis pursuant to which it calculated and  
compared prices to 2001 and 2002 estimated earnings multiples based on          
Institutional Brokers Estimates System (also known as IBES) estimates and the   
multiple of aggregate value as of March 1, 2002 to 2002 estimated earnings      
before interest, taxes, depreciation and amortization (also known as EBITDA)    
based on publicly available equity research estimates for a group of selected   
advertising and marketing communications companies.                             

  The group of selected advertising and marketing communications companies
included Omnicom, Interpublic, WPP, Cordiant, Havas, Dentsu and Publicis. Morgan
Stanley selected these companies because they are publicly traded companies with
advertising and marketing communications operations that, for purposes of this  
analysis, may be considered similar to those of Bcom3.                          

The analysis showed the following multiples:                          

TABLE 3: COMPARABLE COMPANY TRADING MULTIPLES 

                                                        [Enlarge/Download Table]

                                                                             AGGREGATE 
                                                  PRICE/2001E  PRICE/2002E  VALUE/2002E
(X)                                                EARNINGS     EARNINGS      EBITDA   
---                                               -----------  -----------  -----------
                                                                                       
Low..............................................    22.8         14.6          6.6    
Median...........................................    27.3         25.0         11.3    
High.............................................    35.0         31.0         15.3    

Based on an analysis of the comparable companies and the corresponding
information for Bcom3, including the Adjusted Bcom3 Management Projections,     
Morgan Stanley estimated a per share value for Bcom3 common stock between       
$145.50 and $162.50 (based on 9.0x to 10.0x 2002 estimated EBITDA) and between  
$146.75 and $160.75 (based on 21.0x to 23.0x 2002 estimated cash earnings).     

No company utilized in the comparable company analysis is identical to
Bcom3. In evaluating the comparable companies, Morgan Stanley made judgments and
assumptions with regard to industry performance, general business, economic,    
market and financial conditions and other matters, many of which are beyond the 
control of Bcom3, including the impact of competition on the business of Bcom3  
and the industry generally, industry growth and the absence of any material     
adverse change in the financial condition and prospects of Bcom3 or the industry
or in the financial markets in general, which could affect the public trading   
value of the companies. Mathematical analysis, such as determining the average  
or median, is not in itself a meaningful method of using comparable company     
data.                                                                           

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DISCOUNTED CASH FLOW ANALYSIS                                               

Morgan Stanley estimated the unlevered free cash flows that could be  
produced by Bcom3 in fiscal years 2002 through 2011, based on a review of the   
Adjusted Bcom3 Management Projections. Morgan Stanley calculated a discounted   
cash flow analysis for Bcom3 assuming discount rates ranging from 8.5% to 9.5%, 
based on Morgan Stanley's analysis of Bcom3's estimated weighted average cost of
capital, and terminal values for Bcom3 by applying multiples of unlevered EBITDA
in the year 2012 from 9.0x to 10.0x. This analysis produced an implied equity   
value per share of Bcom3 common stock between approximately $176.75 and $189.75.
Morgan Stanley also observed that a $20 million reduction in annual EBITDA      
reduces the implied per share value by $16.00 to $17.00.                        

SELECTED PRECEDENT TRANSACTIONS ANALYSIS                                    

    Using publicly available information, Morgan Stanley reviewed the terms of
selected announced, pending or completed transactions in the advertising        
industry over the past 15 years. These transactions are:                        

- the WPP Group PLC/Tempus Group transaction;                         

- the Interpublic/True North Communications transaction;              

- the Interpublic/Deutsch, Inc. transaction;                          

- the Publicis S.A./Saatchi & Saatchi PLC transaction;                

- the WPP Group PLC/Young & Rubicam Inc. transaction;                 

- The Leo Group/The MacManus Group transaction;                       

- the Dentsu/Leo Group transaction;                                   

- the Interpublic/International Public Relations PLC transaction;     

- the Chancellor Media Corp./Martin Media LP transaction;             

- the Chancellor Media Corp./Petry Media Corp. transaction;           

   - the Snyder Communications, Inc./Arnold Communications Inc. transaction;

- the Omnicom Group Inc./GGT Group PLC transaction;                   

- the CLT-UFA S.A./Havas Intermediation S.A. transaction;             

- the True North/Bozell, Jacobs, Kenyon & Eckhardt, Inc. transaction; 

  - the Outdoor Systems, Inc./Van Wagner Communications, Inc. transaction;

- the GGT Group PLC/BDDP Worldwide transaction;                       

- the DLJ Merchant Banking Partners L.P./Katz Media Corporation       
transaction;                                                      

- the Omnicom Group Inc./Boase Massimi Pollitt PLC transaction;       

- the WPP Group PLC/Ogilvy Group, Inc. transaction;                   

- the WPP Group PLC/JWT Group, Inc. transaction; and                  

   - the Saatchi & Saatchi Company PLC/Ted Bates Worldwide Inc. transaction.

  Morgan Stanley determined that certain of the transactions, such as True
North/Interpublic, were more comparable due to their sizes and/or business      
models. Morgan Stanley chose to exclude certain recent transactions including   
Lighthouse Global Network/Cordiant Communications, Snyder Communications/Havas  
Advertising, and Healthworld Corp./Cordiant Communications because the targets' 
business models emphasized marketing services (or direct marketing) and were not
sufficiently comparable to Bcom3. Morgan Stanley also considered the timing of  
the transactions, recognizing that in certain time periods (e.g.,               

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1999 to mid-2000) many economically sensitive stocks were trading at valuations 
markedly different than in the 2002 time frame.                                 

The table below presents the high, low and median ratios for these    
transactions of aggregate value to each of the last twelve months (also known as
LTM) revenues, EBITDA and earnings before interest and taxes (also known as     
EBIT) and equity value to LTM net income (excluding certain transaction         
multiples deemed to be not meaningful).                                         

TABLE 4: PRECEDENT TRANSACTIONS MULTIPLES 

                                                        [Enlarge/Download Table]

                                               AGGREGATE VALUE/LTM                   
                                             ------------------------  EQUITY VALUE/ 
(X)                                          REVENUES   EBITDA   EBIT  LTM NET INCOME
---                                          --------   ------   ----  --------------
                                                                                     
Low.........................................   0.4        7.2    10.0       13.6     
Median......................................   1.4        9.1    21.3       22.7     
High........................................   3.0       24.6    34.8       49.5     

 Based on the Adjusted Bcom3 Management Projections and median precedent
transaction multiples, Morgan Stanley estimated per share transaction values for
Bcom3 common stock ranging from approximately $117.25 to $172.75 (based on 9.0x 
to 13.0x LTM EBITDA).                                                           

No company or transaction utilized as a comparison in the precedent   
transactions analysis is identical to Publicis, Bcom3 or the merger transaction.
In evaluating the precedent transactions, Morgan Stanley made judgments and     
assumptions regarding industry performance, general business, economic, market  
and financial conditions and other matters, many of which are beyond the control
of Bcom3 or Publicis, including the impact of competition on Bcom3 and the      
industry in general, industry growth and the absence of any material adverse    
change in the financial condition and prospects of Bcom3, Publicis or the       
industry or in the financial markets in general, which could affect the public  
trading value of the companies and the aggregate value of the transactions to   
which they are being compared. Mathematical analysis (such as determining the   
average or median) is not in itself a meaningful method of using comparable     
transaction data.                                                               

RELATIVE CONTRIBUTION ANALYSIS                                              

    Morgan Stanley compared the pro forma contributions of Bcom3 and Publicis,
based on the Adjusted Bcom3 Management Projections and the Publicis Projections,
to the combined company assuming consummation of the Publicis/Bcom3 merger.     
Morgan Stanley observed, among other things, that based on the projected        
revenue, EBITDA, EBIT, net income and cash net income for fiscal 2002 for each  
company, Bcom3 would contribute between 33.2% and 47.7% to the combined         
company's pro forma revenue, EBITDA, EBIT, net income and cash net income for   
fiscal 2002. Morgan Stanley also observed, among other things, that based on the
projected revenue, EBITDA, EBIT, net income and cash net income for fiscal 2003 
for each company, Bcom3 would contribute between 35.1% and 48.5% to the combined
company's projected revenue, EBITDA, EBIT, net income and cash net income for   
fiscal 2003. These figures were compared to the pro forma fully diluted         
ownership of the combined company by all holders of Bcom3 common stock of 42.2%.

PRO FORMA ANALYSIS OF THE PUBLICIS/BCOM3 MERGER                             

   Morgan Stanley analyzed the pro forma effect of the Publicis/Bcom3 merger
on Publicis's estimated cash earnings per share for the fiscal years ending 2002
through 2004. The analysis was based on the Adjusted Bcom3 Management           
Projections and the Publicis Projections. The analysis assumed the completion of
the mergers and excluded the value of certain cost savings benefits of the      
combination as estimated by the managements of Bcom3 and Publicis. This analysis
indicated that the impact of the Publicis/Bcom3 merger on estimated cash        
earnings per share of Publicis ordinary shares would be accretive (9.9% in      
fiscal year 2002) in each year during the period.                               

Morgan Stanley is an internationally recognized investment banking and
advisory firm. Morgan Stanley, as part of its investment banking and financial  
advisory business, is continuously involved in the valuation of businesses and  
their securities in connection with mergers and acquisitions, negotiated        
underwritings,                                                                  

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competitive biddings, secondary distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes. In the      
ordinary course of its business, Morgan Stanley or its affiliates may, at any   
time, hold long or short positions in, and buy and sell the debt or equity      
securities or senior loans of Bcom3, Dentsu or Publicis for its account or the  
account of its customers. Morgan Stanley and its affiliates have, in the past,  
provided financial advisory services to Bcom3 and have received fees for the    
rendering of these services. From July 1, 2000 through July 1, 2002, Morgan     
Stanley and its affiliates provided Bcom3 with financial advisory services      
relating to mergers and acquisitions. The total fees paid by Bcom3 for such     
services were $375,000. Morgan Stanley may also provide investment banking      
services to the combined entity in the future.                                  

Bcom3 has agreed to pay Morgan Stanley a financial advisory fee in the
amount of $15.75 million upon completion of the mergers. This amount reflects a 
credit in the amount of $250,000 already paid to Morgan Stanley by Bcom3 in     
connection with financial advisory services previously provided. Bcom3 has also 
agreed to reimburse Morgan Stanley for its expenses incurred in connection with 
its engagement and to indemnify Morgan Stanley and its affiliates, their        
respective directors, officers, agents and employees and each person, if any,   
controlling Morgan Stanley or any of its affiliates against various liabilities 
and expenses, including various liabilities under the federal securities laws,  
related to or arising out of Morgan Stanley's engagement and any related        
transactions.                                                                   

    Bcom3 also provides traditional advertising services to Morgan Stanley and
its affiliates on an ongoing basis.                                             

APPRAISAL RIGHTS                                                                

     If the mergers are consummated, holders of shares of Bcom3 common stock are
entitled to appraisal rights under Section 262 of the Delaware General          
Corporation Law, referred to in this proxy statement/prospectus as Section 262, 
if they comply with the conditions established by Section 262.                  

Section 262 is reprinted in its entirety as Annex E to this proxy     
statement/prospectus. The following discussion is not a complete statement of   
the law relating to appraisal rights and is qualified in its entirety by        
reference to Annex E. This discussion and Annex E should be reviewed carefully  
by any holder who wishes to exercise statutory appraisal rights or who wishes to
preserve the right to do so, as failure to comply with the procedures set forth 
herein or therein will result in the loss of appraisal rights.                  

PLEASE NOTE THAT UNDER THE TERMS OF THE STOCK PURCHASE AGREEMENT, EACH
HOLDER OF CLASS A COMMON STOCK HAS AGREED THAT THE PER SHARE BOOK VALUE (AS SUCH
TERM IS DEFINED IN THE STOCK PURCHASE AGREEMENT BETWEEN BCOM3 AND EACH CLASS A  
STOCKHOLDER) OF EACH SUCH HOLDER'S SHARES SHALL BE DEEMED THE FAIR VALUE OF SUCH
SHARES FOR PURPOSES OF ANY APPRAISAL PROCEEDING. AS OF DECEMBER 31, 2001 THE PER
SHARE BOOK VALUE WAS $26.30 FOR FORMER STOCKHOLDERS OF THE LEO GROUP AND $7.38  
FOR FORMER STOCKHOLDERS OF THE MACMANUS GROUP. PHILADELPHIA MERGER CORP., AS THE
ULTIMATE SURVIVING CORPORATION IN THE MERGERS, INTENDS TO ENFORCE THIS PROVISION
OF THE STOCK PURCHASE AGREEMENT. THEREFORE, ANY CURRENT HOLDER OF CLASS A COMMON
STOCK IS HEREBY ADVISED TO SEEK THE ADVICE OF COUNSEL BEFORE ATTEMPTING TO      
ASSERT OR PERFECT APPRAISAL RIGHTS WITH RESPECT TO SUCH HOLDER'S SHARES OF CLASS
A COMMON STOCK.                                                                 

  A record holder of shares of common stock who makes the demand described
below with respect to such shares, who continuously is the record holder of such
shares through the effective date of the relevant merger, who otherwise complies
with the statutory requirements of Section 262 and who neither votes in favor of
the merger proposal for which such holder wishes to exercise appraisal rights   
nor consents thereto in writing will be entitled to an appraisal by the Delaware
Court of Chancery, referred to as the Delaware Court in this discussion, of the 
fair value of his or her shares of common stock. Because neither merger will be 
effected if the other is not also effected and because the effective time of the
first step merger will occur immediately before the effective time of the       
Publicis/Bcom3 merger, any holder of Bcom3 common stock who does not vote in    
favor of nor consent to, and who asserts appraisal rights in connection with,   
the first step merger would not be entitled to receive either the first step    
merger consideration or the Publicis/Bcom3 merger consideration unless such     
stockholder fails to perfect or later loses the right to seek appraisal.        
Instead, such holder would be entitled to receive the fair value of his or her  
shares of Bcom3 common stock at the effective date of                           

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such first step merger as determined in the appraisal proceeding. Any holder of 
Bcom3 common stock (1) who does not perfect his or her appraisal rights with    
respect to the first step merger and (2) who does not vote in favor of nor      
consent to, and who asserts appraisal rights in connection with, the            
Publicis/Bcom3 merger would be entitled to receive the first step merger        
consideration, but would not be entitled to receive the Publicis/Bcom3 merger   
consideration unless such stockholder fails to perfect or later loses the right 
to seek appraisal in connection with the Publicis/Bcom3 merger. Instead, such   
holder would be entitled to receive the fair value of his or her shares of Bcom3
common stock (i.e. the shares remaining after consummation of the first step    
merger) at the effective date of such Publicis/Bcom3 merger. Except as set forth
herein and in Section 262, stockholders of Bcom3 will not be entitled to        
appraisal rights in connection with the mergers.                                

Under Section 262, where a merger is to be submitted for approval at a
meeting of stockholders, such as the special meeting of the Bcom3 stockholders, 
not less than 20 days prior to the meeting a constituent corporation must notify
each of the holders of its stock for whom appraisal rights are available that   
such appraisal rights are available and include in each such notice a copy of   
Section 262. This proxy statement/prospectus shall constitute such notice to the
record holders of Bcom3 common stock.                                           

     A holder of shares of Bcom3 common stock who desires to exercise his or her
appraisal rights must not vote in favor of the merger proposal for which such   
holder wishes to exercise appraisal rights and must deliver a separate written  
demand for appraisal to Bcom3 specifying the merger proposal for which he or she
is demanding appraisal rights prior to the vote by the stockholders of Bcom3 on 
the mergers. A demand for appraisal must be executed by or on behalf of the     
stockholder of record and must reasonably inform Bcom3 of the identity of the   
stockholder of record and that such stockholder intends thereby to demand       
appraisal of the common stock. A proxy, vote or instruction to vote against the 
mergers will not by itself constitute such a demand. Within ten days after the  
effective date of the relevant merger, Philadelphia Merger Corp., as the        
ultimate surviving corporation in the mergers, must provide notice that the     
effective date of the relevant merger has occurred to all stockholders who have 
complied with Section 262.                                                      

A stockholder who elects to exercise appraisal rights should mail or  
deliver his or her written demand to Bcom3 Group, Inc., at 35 West Wacker Drive,
Chicago, Illinois 60601, Attention: Mr. Christian E. Kimball, Secretary.        

 Each current beneficial owner of Class A common stock is hereby advised
that Messrs. Haupt, Brown, Bostock and Fizdale, as voting trustees, are the     
record holders of his or her Class A common stock. Any holder intending to      
exercise appraisal rights with respect to his or her shares should contact the  
voting trustees, c/o Bcom3 Group, Inc. at the address set forth above, as       
promptly as possible so that appropriate arrangements may be made. In addition, 
the voting trustees have advised Bcom3 that if their shares of common stock are 
owned by more than one person, as in a joint tenancy or tenancy in common, any  
instruction to the voting trustees to demand appraisal rights must be executed  
by or for all joint owners.                                                     

   Please note that Section 262 provides that in order to perfect his or her
appraisal rights, any record holder asserting appraisal rights with respect to  
either merger must be the record holder on the date the demand for appraisal is 
made and must continue as the record holder of the shares for which he or she is
seeking appraisal through the effective date of the relevant merger. The        
Publicis/Bcom3 merger agreement provides that immediately prior to the effective
time of the Publicis/Bcom3 merger, the voting trust pursuant to which all       
outstanding shares of Class A common stock of Bcom3 are held of record by the   
voting trustees will be dissolved, and the related voting trust agreement will  
be terminated. As a result, immediately prior to the effective time of the      
Publicis/Bcom3 merger, unless other arrangements are made, each beneficial owner
of Bcom3 Class A common stock will become a record holder of uncertificated     
shares of Class A common stock, and this change in record ownership would       
preclude the perfection of appraisal rights with respect to such holder's       
shares. Therefore, prior to the dissolution of the voting trust, special        
arrangements should be made by the voting trustees and any Class A stockholder  
intending to assert appraisal rights to ensure that such stockholder becomes the
record holder, prior to the time of his or her demand for appraisal, of any     
shares for which such a demand is to be made. Please contact the voting trustees
if you intend to exercise appraisal rights. Even if such arrangements are made, 
if you intend to pursue appraisal rights only with respect to the Publicis/Bcom3
merger, there may be an issue under Delaware law as to whether you have         
continuously held                                                               

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the shares through the effective date, given the conversion of your shares in   
the first step merger. Please seek advice of counsel before attempting to demand
or perfect appraisal rights.                                                    

 Within 120 days after the effective date of the relevant merger, either
Philadelphia Merger Corp. or any stockholder who has complied with the required 
conditions of Section 262 may file a petition in the Delaware Court, with a copy
served on Philadelphia Merger Corp. in the case of a petition filed by a        
stockholder, demanding a determination of the fair value of the shares of all   
dissenting stockholders. There is no present intent on the part of Philadelphia 
Merger Corp. to file an appraisal petition with respect to either merger        
proposal, and stockholders seeking to exercise appraisal rights should not      
assume that Philadelphia Merger Corp. will file such a petition or that         
Philadelphia Merger Corp. will initiate any negotiations with respect to the    
fair value of such shares. Accordingly, any holder of Bcom3 common stock who    
desires to seek appraisal with respect to his or her shares should initiate any 
petitions necessary for the perfection of their appraisal rights within the time
periods and in the manner prescribed in Section 262. Within 120 days after the  
effective date of the relevant merger, any stockholder who has complied with the
applicable provisions of Section 262 will be entitled, upon written request, to 
receive from Bcom3 or Philadelphia Merger Corp. a statement setting forth the   
aggregate number of shares of Class A and Class B common stock not voting in    
favor of the mergers and with respect to which demands for appraisal were       
received by Bcom3 and the number of holders of such shares. Such statement must 
be mailed (1) within 10 days after the written request therefor has been        
received by Philadelphia Merger Corp. or (2) within 10 days after the expiration
of the period for the delivery of demands as described above, whichever is      
later.                                                                          

If a petition for an appraisal is timely filed, at the hearing on such
petition the Delaware Court will determine which stockholders are entitled to   
appraisal rights. The Delaware Court may require the stockholders who have      
demanded an appraisal for their shares and who hold stock represented by        
certificates to submit their certificates of stock to the Register in Chancery  
for notation thereon of the pendency of the appraisal proceedings; and if any   
stockholder fails to comply with such direction, the Delaware Court may dismiss 
the proceedings as to such stockholder. Where proceedings are not dismissed, the
Delaware Court will appraise the shares of common stock owned by such           
stockholders, determining the fair value of such shares exclusive of any element
of value arising from the accomplishment or expectation of the mergers, together
with a fair rate of interest, if any, to be paid upon the amount determined to  
be the fair value. PLEASE NOTE THAT PURSUANT TO THE STOCK PURCHASE AGREEMENT,   
EACH CLASS A STOCKHOLDER HAS AGREED THAT THE PER SHARE BOOK VALUE OF SUCH       
HOLDER'S SHARES SHALL BE DEEMED THE FAIR VALUE OF SUCH SHARES FOR PURPOSES OF   
ANY APPRAISAL PROCEEDING.                                                       

The cost of the appraisal proceeding may be determined by the Delaware
Court and taxed against the parties as the Delaware Court deems equitable in the
circumstances. However, costs do not include attorneys' and expert witness fees.
Each dissenting stockholder seeking to have his or her shares appraised is      
responsible for his or her attorneys' and expert witness' expenses, although,   
upon application of such a stockholder of Bcom3, the Delaware Court may order   
that all or a portion of the expenses incurred by any such stockholder in       
connection with the appraisal proceeding, including, without limitation,        
reasonable attorneys' fees and the fees and expenses of experts, be charged pro 
rata against the value of all shares of stock entitled to appraisal.            

 Any holder of shares of common stock who has duly demanded appraisal in
compliance with Section 262 will not, after the effective date of the relevant  
merger, be entitled to vote for any purpose any shares subject to such demand or
to receive payment of dividends or other distributions on such shares, except   
for dividends or distributions payable to stockholders of record at a date prior
to the effective date of the relevant merger.                                   

     At any time within 60 days after the effective date of the relevant merger,
any stockholder will have the right to withdraw such demand for appraisal and to
accept the terms offered in the mergers; after this period, the stockholder may 
withdraw such demand for appraisal only with the consent of Philadelphia Merger 
Corp. If no petition for appraisal is filed with the Delaware Court within 120  
days after the effective date of the relevant merger, stockholders' rights to   
appraisal shall cease, and all holders of shares of common stock will be        
entitled to receive the consideration offered pursuant to the merger agreements.
Inasmuch as Philadelphia Merger Corp. has no obligation to file such a petition,
and Philadelphia Merger Corp. has no present intention to do so, any holder of  
shares of common stock who desires such a petition to be filed is advised to    
file it on a                                                                    

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timely basis. Any stockholder may withdraw such stockholder's demand for        
appraisal by delivering to Bcom3, if before the effective date of the           
Publicis/Bcom3 merger, and to Philadelphia Merger Corp., if after the effective 
date of the Publicis/Bcom3 merger, a written withdrawal of his or her demand for
appraisal and acceptance of the applicable merger consideration, except (1) that
any such attempt to withdraw made more than 60 days after the effective date of 
the relevant merger will require written approval of Philadelphia Merger Corp.  
and (2) that no appraisal proceeding in the Delaware Court shall be dismissed as
to any stockholder without the approval of the Delaware Court, and such approval
may be conditioned upon such terms as the Delaware Court deems just.            

ACCOUNTING MATTERS                                                              

  Publicis has prepared and will prepare financial statements using French
GAAP. In accordance with the rules and regulations of the SEC, Publicis has     
reconciled the financial statements it has filed with the SEC to U.S. GAAP and  
it will do so in future SEC filings. See Note 29 to Publicis's financial        
statements included in Publicis's Annual Report on Form 20-F/A for Publicis's   
2001 fiscal year, which is incorporated herein by reference.                    

   Publicis intends to account for the merger using the "purchase" method of
accounting for business combinations under French GAAP. When it reconciles its  
financial statements to U.S. GAAP, it also intends to account for the merger    
using the "purchase" method of accounting for business combinations.            

GOVERNMENTAL AND REGULATORY APPROVALS                                           

UNITED STATES                                                               

The merger transactions are subject to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, which prohibits the consummation of       
reportable transactions until required information and materials are furnished  
to the U.S. Department of Justice and the U.S. Federal Trade Commission and     
specified waiting periods are terminated or expire. On April 11, 2002, Publicis 
and Bcom3 each filed a pre-merger notification and report form under the HSR Act
with the FTC and the Department of Justice. The waiting period expired on May   
13, 2002.                                                                       

FRANCE                                                                      

  The acquisition by a French public company of another company, French or
otherwise, generally does not require prior approval from any regulatory        
authorities in France, particularly where the acquisition requires notification 
to and approval by the European Commission under Council Regulation (EEC)       
4064/89, as amended.                                                            

Pursuant to regulations of the Commission des Operations de Bourse (or
COB), an independent French administrative body, Publicis filed on April 23,    
2002 a French prospectus with the COB in respect of the Publicis/Bcom3 merger   
and the listing on Euronext Paris of the Publicis shares and the other          
securities to be received by the Bcom3 stockholders in the Publicis/Bcom3       
merger. Publicis received the approval (visa) of the COB for that prospectus on 
May 16, 2002. Publicis held an extraordinary and ordinary meeting of its        
shareholders in connection with, and Publicis's shareholders approved, the      
Publicis/Bcom3 merger agreement and merger and other related proposals on June  
18, 2002.                                                                       

     In addition, Dentsu, Somarel and Madame Badinter petitioned the Conseil des
Marches Financiers (or CMF) for an exemption from the French law which requires 
groups holding more than one-third of the outstanding voting power of a company 
to launch a mandatory public offering for that company. Dentsu, Somarel and     
Madame Badinter received the exemption on May 24, 2002.                         

EUROPEAN UNION                                                              

   Publicis and Bcom3 each conduct business in member states of the European
Union. Council Regulation (EEC) 4064/89, as amended, requires notification to   
and approval by the European Commission of mergers                              

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or acquisitions involving parties with aggregate worldwide sales and individual 
European Union sales exceeding specified thresholds. Publicis and Bcom3 filed   
their formal merger notification with the European Commission on May 15, 2002.  
On June 18, 2002, Publicis and Bcom3 received notice from the European          
Commission that it has terminated its review and granted its approval of the    
mergers.                                                                        

OTHER JURISDICTIONS                                                         

  Publicis and Bcom3 conduct operations in other jurisdictions where other
regulatory filings or approvals are required or advisable in connection with the
completion of the merger. Publicis and Bcom3 have made filings in other         
jurisdictions as required.                                                      

    Publicis and Bcom3 are working to obtain the required regulatory approvals
and consents. However, there is no assurance as to when or whether any of these 
approvals and consents will be obtained or the terms and conditions that may be 
imposed.                                                                        

Both Publicis and Bcom3 have agreed to use reasonable best efforts to 
complete the mergers, including to obtain required regulatory approvals.        
However, pursuant to the Publicis/Bcom3 merger agreement, Publicis is not       
obligated to agree to material restrictions on the conduct of its business      
following the completion of the mergers or to divest any of its material assets 
or the material assets of any of its affiliates, or of Bcom3 or any of its      
affiliates.                                                                     

OTHER EFFECTS OF THE MERGERS                                                    

LISTING OF ORDINARY SHARES, ORAS AND WARRANTS                               

Publicis will use its reasonable best efforts to obtain admission to  
trading at the Premier Marche of Euronext Paris of the Publicis ordinary shares,
ORAs and warrants to be delivered by Publicis in the Publicis/Bcom3 merger      
within five business days of the closing date of the mergers, and the Publicis  
ordinary shares to be delivered upon redemption of the ORAs and exercise of the 
warrants at the time of such redemption or at the time such warrants become     
exercisable, as the case may be.                                                

CONTENT AND TIMING OF REPORTS AND NOTICES OF THE COMPANIES                  

    The content and timing of reports and notices that Publicis files with the
SEC differ in several respects from the reports and notices that Bcom3 currently
files. Publicis is a foreign private issuer for purposes of the reporting rules 
under the Exchange Act. After the mergers, Bcom3 will no longer be required to  
file reports with the SEC.                                                      

    As a U.S. reporting company, Bcom3 currently must file with the SEC, among
other reports and notices:                                                      

     - an Annual Report on Form 10-K within 90 days after the end of each fiscal
year;                                                             

   - a Quarterly Report on Form 10-Q within 45 days after the end of each of
the first three quarters of the fiscal year; and                  

- current Reports on Form 8-K upon the occurrence of various corporate
events.                                                           

 As a foreign private issuer, pursuant to the rules of the Exchange Act,
Publicis is required to:                                                        

   - file with the SEC an annual report on Form 20-F within six months after
the end of each fiscal year; and                                  

    - furnish reports on Form 6-K relating to information material to Publicis
which is required to be publicly disclosed in France or filed with
      Euronext Paris, or relating to information distributed or required to be
distributed by Publicis to its shareholders.                      

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  As a foreign private issuer, Publicis is not required under the Exchange
Act to file quarterly reports on Form 10-Q after the end of each financial      
quarter, although Publicis is required to file certain financial information on 
Form 6-K within 90 days after the first six months of its fiscal year.          

    In addition, the content and timing of reports and notices that holders of
Publicis ordinary shares receive will differ from the reports and notices that  
are currently received by Bcom3 stockholders. As a U.S. reporting company, Bcom3
must mail to its stockholders in advance of any annual meeting of stockholders: 

- an annual report containing audited financial statements; and       

 - a proxy statement that complies with the requirements of the Exchange
Act.                                                              

  As a foreign private issuer, Publicis is exempt from the rules under the
Exchange Act prescribing the furnishing and content of annual reports and proxy 
statements to its shareholders. In addition, Publicis's officers, directors and 
principal stockholders will not be subject to the reporting and "short-swing    
profit recovery" provisions of Section 16 of the Securities Act with respect to 
sales and purchases of Publicis shares. However, Publicis will cause registered 
holders of Publicis ordinary shares to be furnished with an annual report in    
French and in English which contains audited financial statements prepared in   
conformity with French GAAP, together with a reconciliation of certain items to 
U.S. GAAP. Publicis will also furnish registered holders of Publicis shares with
notices of meetings of shareholders and related documents in French and in      
English in accordance with the requirements of French law.                      

    Publicis also plans to allow copies of Publicis's annual reports and other
information to be ordered by mail from its Internet web site at                 
www.publicis.com.                                                               

DIVIDENDS                                                                       

    Publicis has historically paid dividends on an annual basis and expects to
continue to pay annual dividends on Publicis ordinary shares. The amount of     
future dividends of Publicis will depend on its earnings and financial condition
and other factors affecting its businesses. Publicis's dividend for the year    
ended December 31, 2000 was E.20 per ordinary share and the dividend for the    
year ended December 31, 2001 was E.22 per ordinary share. For information on    
dividends declared by Publicis for the fiscal years ended 1997 through 2001, see
"Comparative Market Price, Trading Volume and Dividend Data." Bcom3 paid a cash 
dividend of $.25 per share to holders of its common stock on February 9, 2001.  
On February 18, 2002, Bcom3 declared a cash dividend of $.25 per share of common
stock. This dividend was paid by March 18, 2002 to holders of its common stock  
as of February 18, 2002. Other than these dividends, Bcom3 has not declared or  
paid any dividends.                                                             

INTERESTS OF CERTAIN PERSONS IN THE MERGERS 

 In considering the respective recommendations of the Bcom3 and Publicis
boards of directors with respect to the merger agreements, stockholders should  
be aware that certain directors and officers of both Bcom3 and Publicis have    
interests in the mergers that may be different from, or in addition to, the     
interests of the other stockholders of Bcom3 and Publicis generally.            

STOCK OPTION PLANS                                                              

    The total consideration to be paid for Bcom3 in both mergers is for all of
its stock and options, and is allocated among Class A stockholders, Class B     
stockholders and option holders as provided in the Publicis/Bcom3 merger        
agreement and the applicable stock option plan in effect at the time of the     
mergers. The option holders' share of the total consideration will take the form
of a cash payment to each option holder in cancellation of his or her options.  
The cash payment for each option, whether vested or unvested, will reflect the  
immediate U.S. dollar cash value of the blended merger consideration per Class A
share paid in both mergers, as determined in good faith by the Bcom3 board, less
the exercise price of the option.                                               

  The option cash payment will be effected in two stages. First, the Bcom3
board, pursuant to Bcom3's 2000 Long-Term Equity Incentive Plan and 2001        
California Stock Option Plan (collectively, the "stock                          

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option plans"), will make an appropriate adjustment to the exercise price of and
number of shares underlying each outstanding stock option to reflect the        
treatment of Class A common stock in the first step merger. Then, in the        
Publicis/Bcom3 merger, each outstanding stock option so adjusted (whether vested
or not) will be cancelled and option holders will receive a cash payment equal  
to the product of (1) the adjusted total number of Bcom3 Class A shares subject 
to such stock option and (2) the excess, if any, of the immediate U.S. dollar   
cash value of the consideration payable in the Publicis/Bcom3 merger for each   
Class A share measured at the effective time of the Publicis/Bcom3 merger, as   
determined in good faith by the Bcom3 board, over the adjusted exercise price   
per share for the applicable stock option.                                      

As of August 20, 2002, approximately 1,200 employees of Bcom3 and its 
subsidiaries held Bcom3 stock options, giving such individuals the right to     
acquire approximately 1,750,000 shares of Class A common stock in the aggregate,
at an exercise price of $130 per share. Of the persons who have been a Bcom3    
director or executive officer at any time since the beginning of the last fiscal
year, Messrs. Haupt, Brown, Kimball, Bostock, Fizdale, Oshima, Niimura and      
Kobuse have not received any grants or awards under the stock option plans.     
Mmes. Kamerick and Reeves received nonqualified stock option grants during 2001 
and 2002 under the stock option plans as set forth in the following tables:     

INDIVIDUAL OPTION GRANTS DURING 2001

                                                        [Enlarge/Download Table]

                                                                                      POTENTIAL REALIZABLE VALUE 
                            NUMBER OF                                                   AT ASSUMED ANNUAL RATES  
                           SECURITIES   PERCENT OF TOTAL                              OF STOCK PRICE APPRECIATION
                           UNDERLYING   OPTIONS GRANTED   EXERCISE                          FOR OPTION TERM      
                             OPTIONS    TO EMPLOYEES IN     PRICE                     ---------------------------
          NAME             GRANTED (#)    FISCAL YEAR     ($/SHARE)  EXPIRATION DATE    5% ($)         10% ($)   
-------------------------  -----------  ----------------  ---------  ---------------  -----------   -------------
                                                                                                                 
Roger A. Haupt...........        --            --             --              --             --              --  
Craig D. Brown...........        --            --             --              --             --              --  
Eileen A. Kamerick(1)....    10,000           1.1%          $130        08/31/11       $817,563      $2,071,865  
Christian E. Kimball.....        --            --             --              --             --              --  
Elizabeth L.                                                                                                     
  Reeves(2)(3)...........     6,500           0.7%          $130        12/29/10       $531,416      $1,346,712  
Roy J. Bostock...........        --            --             --              --             --              --  
Richard B. Fizdale.......        --            --             --              --             --              --  
Fumio Oshima.............        --            --             --              --             --              --  
Megumi Niimura...........        --            --             --              --             --              --  
Naoki Kobuse.............        --            --             --              --             --              --  

---------------                                                                 

(1) The nonqualified stock options granted to Ms. Kamerick vest in four equal   
installments, such that they will be 25% vested on August 31, 2003, 50% 
    vested on August 31, 2004, 75% vested on August 31, 2005, and 100% vested on
August 31, 2006.                                                        

(2) The nonqualified stock options granted to Ms. Reeves vest in four equal     
 installments, such that they will be 25% vested on December 29, 2002, 50%
vested on December 29, 2003, 75% vested on December 29, 2004, and 100%  
vested on December 29, 2005.                                            

(3) As of August 20, 2002, Ms. Reeves does not serve as an executive officer of 
Bcom3.                                                                  

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INDIVIDUAL OPTION GRANTS DURING 2002

                                                        [Enlarge/Download Table]

                                                                                    POTENTIAL REALIZABLE VALUE 
                          NUMBER OF                                                   AT ASSUMED ANNUAL RATES  
                         SECURITIES   PERCENT OF TOTAL                              OF STOCK PRICE APPRECIATION
                         UNDERLYING   OPTIONS GRANTED   EXERCISE                          FOR OPTION TERM      
                           OPTIONS    TO EMPLOYEES IN     PRICE                     ---------------------------
         NAME            GRANTED (#)    FISCAL YEAR     ($/SHARE)  EXPIRATION DATE     5% ($)        10% ($)   
-----------------------  -----------  ----------------  ---------  ---------------  ------------   ------------
                                                                                                               
Roger A. Haupt.........        --            --             --              --               --             -- 
Craig D. Brown.........        --            --             --              --               --             -- 
Eileen A.                                                                                                      
  Kamerick(1)..........    35,000           4.1%          $130        02/27/12       $2,861,471     $7,251,528 
Christian E. Kimball...        --            --             --              --               --             -- 
Elizabeth L.                                                                                                   
  Reeves(2)(3).........    10,000           1.1%          $130        02/27/12       $  817,563     $2,071,865 
Roy J. Bostock.........        --            --             --              --               --             -- 
Richard B. Fizdale.....        --            --             --              --               --             -- 
Fumio Oshima...........        --            --             --              --               --             -- 
Megumi Niimura.........        --            --             --              --               --             -- 
Naoki Kobuse...........        --            --             --              --               --             -- 

---------------                                                                 

(1) The non-qualified stock options granted to Ms. Kamerick vest in four equal  
 installments, such that they will be 25% vested on February 27, 2004, 50%
    vested on February 27, 2005, 75% vested on February 27, 2006 and 100% vested
on February 27, 2007.                                                   

(2) The non-qualified stock options granted to Ms. Reeves vest in four equal    
 installments, such that they will be 25% vested on February 27, 2004, 50%
    vested on February 27, 2005, 75% vested on February 27, 2006 and 100% vested
on February 27, 2007.                                                   

(3) As of August 20, 2002, Ms. Reeves does not serve as an executive officer of 
Bcom3.                                                                  

    Because Bcom3 is a privately-held company with no trading in its shares of
common stock, there has been no market determination of the value of the shares 
underlying the stock options held by, and therefore the value of the payments to
be made to, Mmes. Kamerick and Reeves as described above.                       

INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE                             

Publicis is obligated, for six years after the merger, to maintain in 
effect Bcom3's current directors' and officers' liability insurance covering    
acts or omissions prior to the effective time of the Publicis/Bcom3 merger.     

     Publicis is obligated, to the fullest extent permitted by law, to indemnify
and hold harmless each person who is or has been an officer or director of Bcom3
or any of its subsidiaries with respect to acts or omissions by them in their   
capacities as officers or directors at any time prior to the effective time of  
the Publicis/Bcom3 merger, including for acts and omissions occurring in        
connection with the mergers and the merger agreements. Publicis will also cause 
Philadelphia Merger Corp., the surviving corporation in the Publicis/Bcom3      
merger, to maintain in its bylaws for a period of six years provisions          
reasonably satisfactory to Bcom3 regarding officers' and directors'             
indemnification and insurance.                                                  

EMPLOYMENT AGREEMENTS                                                           

ROGER HAUPT'S EMPLOYMENT AGREEMENT WITH BCOM3                               

   Bcom3 entered into an employment agreement with Roger Haupt on January 1,
2001 that entitles him to an annual salary of not less than $950,000, an annual 
bonus and stock option awards (as recommended by Bcom3's board nominating and   
compensation committee), as well as various employee benefits and perquisites.  

    Under the terms of his employment agreement, if the Bcom3 board terminates
Mr. Haupt's employment at any time during the period commencing three months    
before a "change in control" and ending two years                               

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following a change in control or if Mr. Haupt terminates his employment at any  
time during the 30-day period that begins six months after a change in control, 
Mr. Haupt will be entitled to a lump sum payment equal to four times the sum of 
his annual salary and bonus (which is defined as the greater of his target bonus
for the year in which the date of termination occurs, or the highest of the     
actual bonus paid in the three years preceding the year in which the date of    
termination occurs). Consummation of the Publicis/Bcom3 merger will constitute a
"change in control" under Mr. Haupt's agreement. Mr. Haupt will be entitled to  
three times the sum of his annual base salary and bonus if the termination is by
action of the Bcom3 board for any reason other than death, disability, cause or 
in connection with a change in control, or at the election of Mr. Haupt for     
"good reason" if the board has not cured or resolved the good reason before the 
end of 30 days after receiving notice. Under Mr. Haupt's agreement, "good       
reason" means:                                                                  

    - a material diminution in his title, position, duties or responsibilities
      or the assignment to him of duties that are materially inconsistent with
the position of CEO of the ultimate parent company of a group of  
operating companies;                                              

- a "fundamental disagreement" with the board (as defined in the      
agreement);                                                       

     - removal from, or failure to be reelected to, the position as CEO of Bcom3
(or its successor);                                               

- a reduction in salary or a material reduction in benefits without a 
reasonable substitution of additional cash salary or alternative  
benefits;                                                         

    - failure to continue participation in the annual bonus plan and long-term
incentive plan at levels described in the agreement;              

- failure to continue any material perquisite without providing an    
equivalent alternative perquisite;                                

     - a relocation of his principal workplace without his consent to a location
more than 25 miles from its current location; or                  

     - a material breach by Bcom3 of any of its obligations under the agreement.

     Upon any such termination entitling him to severance pay, Mr. Haupt is also
entitled to (1) immediate vesting of any otherwise unvested benefits and (2)    
continuation of all welfare benefits for a period of three years with an        
additional three years of benefits under his executive employment consultancy   
arrangement. The agreement further provides that if any of the payments made to 
Mr. Haupt become subject to the excise tax imposed by Section 4999 of the       
Internal Revenue Code, Mr. Haupt will be entitled to receive an additional      
gross-up payment such that, after payment by Mr. Haupt of all taxes, including  
any excise tax imposed upon the gross-up payment, Mr. Haupt will receive the net
after-tax benefit that he would have received had the excise tax not been       
imposed. Following the termination of his employment, Mr. Haupt has agreed to   
non-competition and non-solicitation restrictions for a period of five years.   

TERMINATION AND CHANGE IN CONTROL BENEFITS                                      

EXECUTIVE CHANGE IN CONTROL AGREEMENTS                                        

  Fourteen Bcom3 executives, including Messrs. Brown and Kimball and Mmes.
Kamerick and Reeves, entered into change in control agreements with Bcom3 in    
January and February of this year. Under the terms of each of the change in     
control agreements, each executive is entitled to receive certain payments and  
benefits if there is a "change in control" (as defined in the agreements) and   
the executive's employment is terminated without "cause" or upon a "constructive
discharge" within the period beginning 90 days prior to a change in control and 
ending on the third anniversary of such change in control. Approval by Bcom3's  
stockholders of the Publicis/Bcom3 merger will constitute a "change in control" 
under the change in control agreements.                                         

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Under the agreements, an executive's employment will have deemed to have been   
terminated upon a constructive discharge after:                                 

- a material diminution in the executive's reporting relationship;    

- a material diminution in the executive's duties and responsibilities
   taken as a whole (not taking into account changes, such as changes in
       public reporting requirements, that occur solely by reason of Bcom3 being
   a subsidiary of another company rather than the top-most company in a
group of companies);                                              

- a reduction in his or her base salary;                              

     - a material reduction in his or her bonus opportunity or level of benefits
       other than a reduction in level of benefits that is reasonably consistent
with changes affecting all senior executives of the company; or   

    - a requirement that he or she relocate or commute to another metropolitan
area (whether or not such developments have also resulted in a    
resignation by the executive).                                    

  Depending upon the date of termination, certain agreements provide for a
lump sum payment of up to two times (including agreements for Messrs. Brown and 
Kimball) or up to three times (including agreements for Mmes. Kamerick and      
Reeves) the sum of the executive's annual base salary plus the executive's      
target incentive bonus for the year in which the date of termination occurs (or,
if greater, the highest aggregate cash compensation that the executive earned in
annual salary and bonuses with respect to any of the three calendar years before
the date of termination). In addition, each executive will be entitled to the   
following benefits if such executive's employment is terminated within the      
specified period before or following the change in control: (1) depending on the
date of termination, continuation of all welfare benefits and deferred          
compensation, profit sharing, long-term incentive, defined contribution, defined
benefit, pension, retirement and other similar qualified and non-qualified      
benefit plans for the executive for a period of up to two or three years; (2)   
immediate vesting of any otherwise unvested benefits; (3) a pro rata portion of 
the executive's aggregate target incentive bonus for the year in which the date 
of termination occurs; (4) accrued but unpaid salary, annual bonuses, vacation  
pay and unreimbursed expenses through the date of termination; and (5)          
outplacement services for a period of 12 months.                                

The agreements further provide that if any of the payments made to the
executives become subject to the excise tax imposed by Section 4999 of the      
Internal Revenue Code, the executives will be entitled to receive an additional 
gross-up payment such that, after payment by the executives of all taxes,       
including any excise tax imposed upon the gross-up payment, the executives will 
receive the net after-tax benefit that the executives would have received had   
the excise tax not been imposed.                                                

     Upon the termination of their employment, the executives may be required to
sign a mutual legal release and agree to a one-year non-competition restriction 
and a two-year non-solicitation restriction as a condition to receiving any     
payments or benefits.                                                           

RETIREMENT ARRANGEMENTS                                                         

Messrs. Haupt and Kimball have letter agreements regarding executive  
employment consultancy arrangements. Under these agreements, each will be       
entitled to receive semi-monthly payments, at an annual rate equal to 30% of the
sum of his final annual base salary plus his final annual bonus (or, if greater,
the average of his final and immediately previous annual bonuses), along with   
the continuation of certain employee benefits, for a period of five years       
commencing upon his retirement. Mr. Haupt has already vested in this benefit,   
having attained age 50, and Mr. Kimball will vest in this benefit beginning with
his retirement (at age 55 or later) or, pursuant to the terms of his change in  
control agreement, upon his earlier termination of employment as a result of a  
change in control.                                                              

   Mr. Brown also has a salary continuation agreement. Under this agreement,
he will be entitled to receive monthly payments for a period of 10 years        
following his death, disability or retirement. Mr. Brown is entitled to receive 
monthly payments at the rate of $250,000 per annum, commencing upon (1) his     
retirement (at age 55 or later); (2) his earlier death or disability (subject,  
in the case of disability, to offset for certain disability                     

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insurance proceeds that Mr. Brown may be entitled to receive under company-paid 
policies); or (3) pursuant to the terms of his change in control agreement, his 
earlier termination of employment as a result of a change in control. Mr. Brown 
shall forfeit his right to receive any of these payments should he breach       
certain non-solicitation or non-competition restrictions that are applicable for
a period of two years after the termination of his employment.                  

INTERESTS OF DENTSU'S DESIGNATED DIRECTORS                                      

Two members of Bcom3's board, Messrs. Oshima and Kobuse, have been    
designated to the board by Dentsu and therefore may have interests different    
from, or in addition to, the interests of other stockholders of Bcom3 and       
Publicis generally. See "The First Step Merger Agreement," "The Publicis/Bcom3  
Merger Agreement," and "Shareholders' Agreements, Alliance Agreement and Escrow 
Agreement" below.                                                               

INTERESTS OF DIRECTORS OF PUBLICIS                                              

   Elisabeth Badinter, who is a member of Publicis's supervisory board and a
stockholder of Publicis, will enter into a shareholders' agreement with Dentsu  
regarding the voting of Publicis shares owned directly by her and Somarel and   
other matters relating to their ownership of Publicis shares after completion of
the mergers. See "Shareholders' Agreements, Alliance Agreement and Escrow       
Agreement -- Shareholders' Agreement Between Elisabeth Badinter and Dentsu" for 
a more detailed description of this agreement.                                  

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MATERIAL TAX CONSEQUENCES 

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE FIRST STEP MERGER, OF THE  
PUBLICIS/BCOM3 MERGER AND OF HOLDING PUBLICIS INSTRUMENTS                       

OVERVIEW                                                                    

The following discussion constitutes the opinion of Kirkland & Ellis, 
special tax counsel to Bcom3, as to the material U.S. federal income tax        
consequences of the first step merger, of the Publicis/Bcom3 merger and of      
holding Publicis instruments to the U.S. holders of Bcom3 Class A common stock. 
For purposes of this discussion, a U.S. holder means:                           

- an individual citizen or resident of the United States;             

  - a corporation or other entity taxable as a corporation organized under
 the laws of the United States or any of its political subdivisions;

     - a trust, if a United States court is able to exercise primary supervision
       over the administration of the trust and one or more U.S. persons has the
authority to control all substantial decisions of the trust; or   

- an estate that is subject to United States federal income tax on its
income regardless of its source.                                  

   This discussion is based upon the current provisions of the U.S. Internal
Revenue Code (the "Code"), existing regulations promulgated under the Code and  
current administrative and judicial interpretations of the Code, all as in      
effect as of the date hereof, and all of which are subject to change (possibly  
with retroactive effect). No attempt has been made to comment upon all U.S.     
federal income tax consequences of the mergers or of holding Publicis           
instruments that may be relevant to particular holders in light of their        
particular circumstances or to holders that are subject to special tax treatment
under the Code, for example, dealers in securities, foreign persons, mutual     
funds, insurance companies, tax-exempt entities, and persons who hold their     
shares as part of a "straddle," "hedge" or "conversion transaction." In         
addition, this discussion does not address any tax consequences to Dentsu. This 
discussion also does not consider the effect of any foreign, state or local laws
or any U.S. federal laws other than those pertaining to the income tax.         

  THE INDIVIDUAL CIRCUMSTANCES OF EACH U.S. HOLDER OF BCOM3 CLASS A COMMON
STOCK MAY AFFECT THE TAX CONSEQUENCES OF THE MERGERS OR OF HOLDING PUBLICIS     
INSTRUMENTS TO SUCH HOLDER. THE PARTICULAR FACTS OR CIRCUMSTANCES OF A U.S.     
HOLDER OF BCOM3 CLASS A COMMON STOCK THAT MAY SO AFFECT THE CONSEQUENCES ARE NOT
DISCUSSED HERE. ACCORDINGLY, ALL U.S. HOLDERS OF BCOM3 CLASS A COMMON STOCK ARE 
ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME TAX 
CONSEQUENCES OF THE FIRST STEP MERGER, OF THE PUBLICIS/BCOM3 MERGER AND OF      
HOLDING PUBLICIS INSTRUMENTS IN LIGHT OF THEIR PERSONAL CIRCUMSTANCES AND THE   
APPLICATION AND EFFECT OF FOREIGN, U.S. FEDERAL, STATE, LOCAL OR OTHER TAX LAWS.

It is a condition to the obligation of Bcom3 to consummate the        
Publicis/Bcom3 merger that Bcom3 receive an opinion from its special tax        
counsel, Kirkland & Ellis, to the effect that the Publicis/Bcom3 merger will be 
treated as a "reorganization" within the meaning of Section 368(a) of the Code  
and that each transfer of property to Publicis by a Bcom3 stockholder pursuant  
to the Publicis/Bcom3 merger will not be subject to Section 367(a)(1) of the    
Code. Section 367(a)(1) generally denies tax-free treatment to the U.S.         
shareholders of a U.S. target company upon an acquisition of the U.S. target    
company by a foreign acquiring company unless, among other things, the foreign  
acquiror is larger than the U.S. target company. It is a condition to the       
obligation of Publicis and Philadelphia Merger Corp. to consummate the merger   
that Publicis receive an opinion from its counsel, Wachtell, Lipton, Rosen &    
Katz, to the effect that the Publicis/Bcom3 merger will be treated as a         
"reorganization" within the meaning of Section 368(a) of the Code.              

  In issuing such opinions, each of Kirkland & Ellis and Wachtell, Lipton,
Rosen & Katz are entitled to rely upon facts, representations, assumptions,     
rulings, opinions and certificates of officers of Publicis, Bcom3 and others.   
The opinions of counsel are not binding on the Internal Revenue Service (the    
"IRS") or any court, and no assurance can be given that the IRS will not        
challenge the tax treatment of the merger. Publicis and Bcom3 are seeking a     
ruling from the IRS regarding the application of Section 367(a)(1) of the Code  
to the Publicis/Bcom3 merger.                                                   

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The following discussion assumes that the first step merger and the   
Publicis/Bcom3 merger will be consummated as described in the first step merger 
agreement and the Publicis/Bcom3 merger agreement (including satisfaction of the
closing conditions set forth in such merger agreements) and this proxy          
statement/prospectus, that Bcom3 will comply with the reporting requirements for
the transfer by U.S. persons of stock in a U.S. corporation to a foreign        
corporation to qualify for an exception to the application of Section 367(a)(1) 
of the Code, and that the terms of the Publicis ordinary shares, the usufruct   
interests in Publicis ordinary shares, the ORAs and the warrants issued in the  
Publicis/Bcom3 merger and the debt portion of the OBSAs correspond to the       
description of such instruments set forth in the Publicis/Bcom3 merger agreement
(and exhibits thereto).                                                         

CONSEQUENCES OF THE FIRST STEP MERGER                                       

   It is the opinion of Kirkland & Ellis, special tax counsel to Bcom3, that
the first step merger should be treated as a purchase of a portion of Bcom3     
Class A common stock from the holders of such stock by Dentsu for cash, followed
by a recapitalization of Bcom3. Nevertheless, there is a risk that the IRS may  
attempt to recharacterize all or a part of the cash received from Dentsu because
of the proximity of the first step merger to the Publicis/Bcom3 merger. For     
example, the IRS may attempt to treat a portion of that cash as a payment by    
Dentsu for its right to receive bare legal title with respect to Publicis       
ordinary shares from the holders of Bcom3 Class A common stock (which payment   
could be characterized as ordinary income rather than capital gain). Counsel    
believes that this risk, while difficult to quantify, would affect only a small 
portion of the payment (i.e., the fair market value of the right to vote the    
shares subject to the usufruct arrangement for two years), if any. The remaining
portion of this section will assume that the first step merger will be treated  
as an acquisition of a portion of Bcom3 Class A common stock from the holders of
such stock by Dentsu for cash.                                                  

 Each U.S. holder of Bcom3 Class A common stock will be treated for U.S.
federal income tax purposes as if such holder sold a portion of his or her      
shares of Bcom3 Class A common stock to Dentsu for cash. Each such holder will  
recognize gain or loss equal to the difference between the cash proceeds        
received as a result of the first step merger less such holder's tax basis in   
the shares sold to Dentsu. In general, a U.S. holder's tax basis in his or her  
shares of Bcom3 Class A common stock will be equal to the amount paid for such  
shares, plus any taxable income such holder was required to recognize upon      
receipt of such shares. Kirkland & Ellis, special tax counsel to Bcom3, believes
that a U.S. holder of Bcom3 Class A common stock who holds blocks of stock with 
different tax bases and/or different holding periods should be permitted to     
identify the specific shares sold to Dentsu pursuant to the first step merger   
for purposes of determining the amount of his or her gain or loss on such sale. 
Unless a holder notifies Bcom3 to the contrary, Bcom3 will treat each U.S.      
holder of Class A common stock as selling pursuant to the first step merger his 
or her shares of Bcom3 Class A stock which have the highest cost basis of shares
with a holding period of more than 12 months. However, each U.S. holder should  
consult with his or her tax advisor because the ability to use specific         
identification to determine the shares of stock treated as sold pursuant to the 
first step merger is not free from doubt.                                       

 Generally, gain or loss recognized with respect to Bcom3 Class A common
stock surrendered in the first step merger will be capital gain or loss. Capital
gain of a noncorporate U.S. holder will generally be subject to United States   
federal income tax at a maximum rate of 20% where the Bcom3 Class A common stock
was held for more than one year. The gain or loss will generally be income from 
sources within the United States for foreign tax credit limitation purposes.    

    In general, gain with respect to cash received in the first step merger by
a U.S. paying agent or other U.S. intermediary will be reported to the IRS and  
to each U.S. holder of Bcom3 Class A common stock as may be required under      
applicable United States Treasury Regulations. Backup withholding at a maximum  
rate of 30% will apply to these payments if a U.S. holder fails to provide an   
accurate taxpayer identification number or fails to report all interest and     
dividends required to be shown on such holder's federal income tax return.      

CONSEQUENCES OF THE PUBLICIS/BCOM3 MERGER                                   

    In General.  As a result of the Publicis/Bcom3 merger, each U.S. holder of
Bcom3 Class A common stock will exchange each share of Bcom3 Class A common     
stock held after giving effect to the first step                                

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merger for consideration consisting of Publicis ordinary shares, the usufruct   
interest in additional Publicis ordinary shares and the right to receive bare   
legal title to such shares on the second anniversary of the closing of the      
Publicis/Bcom3 merger, ORAs, warrants, and proceeds generated from the sale of  
the debt portion of the OBSAs. A U.S. holder of Bcom3 Class A common stock will 
generally not be required to recognize any gain for U.S. federal income tax     
purposes as a result of the receipt of Publicis ordinary shares or warrants in  
the Publicis/Bcom3 merger.                                                      

   It is the opinion of Kirkland & Ellis, special tax counsel to Bcom3, that
the ORAs and the usufruct interests (including the right to receive bare legal  
title to such shares on the second anniversary of the closing date of the       
Publicis/Bcom3 merger) constitute stock for U.S. federal income tax purposes and
that the receipt of these instruments will not give rise to gain recognition,   
although this conclusion is not entirely free from doubt in light of the absence
of direct authority addressing the federal income tax characteristics of these  
instruments. The following discussion assumes that such instruments are treated 
as stock for U.S. federal income tax purposes.                                  

Each U.S. holder of Bcom3 Class A common stock will be required to    
recognize gain for U.S. federal income tax purposes to the extent of the cash   
proceeds (and the fair market value of non-cash proceeds, if any, but net of the
amount of such proceeds which will be paid to Publicis with respect to the Bcom3
option cancellation payments) received by such U.S. holder from the sale of the 
debt portion of the OBSAs. Such gain will be calculated separately with respect 
to each block of Bcom3 Class A common stock (that is, shares acquired at        
separate times and at different prices). Thus, a U.S. holder's gain recognized  
with respect to a share of Bcom3 Class A stock will equal the lesser of (a) the 
cash proceeds (plus the fair market value of non-cash proceeds, if any) received
from the sale of the debt portion of the OBSAs allocable to such share and (b)  
the excess of (i) the aggregate value of the portion of the Publicis ordinary   
shares, the usufruct interest in additional Publicis ordinary shares, the right 
to receive bare legal title to such shares on the second anniversary of the     
closing date of the Publicis/Bcom3 merger, the ORAs, the warrants and the cash  
(plus the fair market value of non-cash proceeds, if any) received from the sale
of the debt portion of the OBSAs allocable to such share, over (ii) such        
holder's tax basis in such share. In addition, gain will be recognized as a     
result of cash received in lieu of fractional interests, as described below.    

Bcom3 does not expect any U.S. holder of Bcom3 Class A common stock to
realize a loss in the Publicis/Bcom3 merger. However, in the event that the     
adjusted basis of a U.S. holder in his or her Bcom3 Class A common stock is     
greater than the sum of the amount of cash and the fair market value of the     
other consideration received, such holder will realize a loss even though such  
loss will not be currently allowed or recognized for U.S. federal income tax    
purposes.                                                                       

     The aggregate tax basis of the Publicis ordinary shares, usufruct interests
in Publicis ordinary shares (and the right to receive bare legal title to such  
shares), ORAs and warrants received by a U.S. holder of Bcom3 Class A common    
stock (including any fractional interests in such instruments deemed to be      
received and sold for cash, as described below) will be equal to such holder's  
basis in the Bcom3 Class A common stock exchanged therefor, increased by the    
amount of gain recognized by such holder and decreased by the amount of cash and
the fair market value of non-cash proceeds, if any, from the sale of the debt   
portion of the OBSAs, received by such holder. Such basis must be allocated     
among the various instruments (excluding cash and the fair market value of      
non-cash proceeds, if any, from the sale of the debt portion of the OBSAs)      
received by such holder in the Publicis/Bcom3 merger in proportion to the fair  
market value of each such instrument. The holding period of the Publicis        
ordinary shares, usufruct interests in Publicis ordinary shares (and the right  
to receive bare legal title to such shares), ORAs and warrants received by a    
U.S. holder of Bcom3 Class A common stock in the Publicis/Bcom3 merger will     
include such holder's holding period in the Bcom3 Class A common stock          
surrendered.                                                                    

In addition, if a U.S. holder of Bcom3 Class A common stock exercises 
appraisal rights and as a result receives only cash for his or her Bcom3 Class A
common stock, such holder will recognize gain or loss equal to the difference   
between the amount of cash received and his or her tax basis in the Bcom3 Class 
A common stock. Generally, for such a holder, any recognized gain or loss will  
be capital gain or loss and will generally be                                   

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long-term capital gain or loss if such holder's holding period in the Bcom3     
Class A common stock is more than one year at the effective time of the         
Publicis/Bcom3 merger.                                                          

     Cash In Lieu of Fractional Interests.  U.S. holders of Bcom3 Class A common
stock who receive cash in lieu of fractional interests in Publicis ordinary     
shares, usufructs, ORAs or warrants will be treated as having first received    
such fractional interests in the Publicis/Bcom3 merger and then as having       
received cash in exchange for the applicable fractional interest. Gain or loss  
will generally be recognized for U.S. federal income tax purposes by the U.S.   
holder of Bcom3 Class A common stock, measured by the difference between the    
amount of cash received and the portion of such holder's basis in his or her    
Bcom3 Class A common stock allocable to such fractional interest. Any gain will 
be capital gain provided that the shares of Bcom3 Class A common stock were held
as capital assets and will be long term capital gain if the Bcom3 Class A common
stock had been held for more than one year at the time of the Publicis/Bcom3    
merger.                                                                         

Backup Withholding.  In general, payments made in connection with the 
Publicis/Bcom3 merger by a U.S. paying agent or other U.S. intermediary will be 
reported to the IRS and to each holder of Bcom3 Class A common stock as may be  
required under applicable United States Treasury Regulations. Backup withholding
at a maximum rate of 30% may apply to such payments if a U.S. holder fails to   
provide an accurate taxpayer identification number or fails to report all       
interest and dividends required to be shown on such holder's federal income tax 
return.                                                                         

Five-Percent Shareholders.  This discussion does not address the tax  
consequences of the Publicis/Bcom3 merger to a holder of Bcom3 Class A common   
stock if such holder will become a "five-percent transferee shareholder" of     
Publicis within the meaning of the applicable Treasury Regulations under Section
367 of the Code. In general, a five-percent transferee shareholder is a person  
that holds Bcom3 stock and will own, directly or indirectly through attribution 
rules, at least five percent of either the total voting power or the total value
of Publicis shares immediately after the Publicis/Bcom3 merger. Based on the    
current value and ownership of Publicis and Bcom3, Bcom3 does not expect that   
any U.S. holder of Bcom3 Class A common stock will become a five-percent        
transferee shareholder of Publicis in connection with the Publicis/Bcom3 merger.
However, the attribution rules for determining ownership are complex, and       
neither Publicis nor Bcom3 can offer any assurance that a holder will not be a  
five-percent transferee shareholder based on the particular facts and           
circumstances applicable to such holder. If a U.S. holder of Bcom3 Class A      
common stock believes he or she could become a five-percent transferee          
shareholder of Publicis, such holder should consult his or her tax advisor about
the special rules and time-sensitive tax procedures that might apply to such    
holder.                                                                         

     Reporting Requirements.  Each U.S. holder of Bcom3 Class A common stock who
does not exercise his or her appraisal rights in connection with the            
Publicis/Bcom3 merger will be required (i) to file a statement with his or her  
U.S. federal income tax return for the year in which the Publicis/Bcom3 merger  
occurs providing a complete statement of all facts pertinent to the             
nonrecognition of gain upon the exchange of his or her Bcom3 Class A common     
stock, including his or her tax basis in the Bcom3 Class A common stock that was
surrendered, and the fair market value of the Publicis ordinary shares, usufruct
interest in Publicis ordinary shares, ORAs and warrants and any cash received in
the merger and (ii) to retain permanent records of these facts relating to the  
Publicis/Bcom3 merger.                                                          

    Consequences If the Debt Portion of the OBSAs Is Not Sold at Closing.  The
preceding discussion assumes that the debt portion of the OBSAs will be sold at 
closing. However, the former holders of Bcom3 Class A common stock will not     
receive their pro rata share of the net proceeds (including non-cash proceeds,  
if any) from the sale of the debt portion of the OBSAs until it is sold, which  
sale may not occur until after the effective time of the Publicis/Bcom3 merger. 
If the debt portion of the OBSAs is not sold until after the effective time of  
the Publicis/Bcom3 merger, then each U.S. holder of Bcom3 Class A common stock  
would likely be required to recognize gain, in the year of the Publicis/Bcom3   
merger, to the extent of the fair market value of such holder's payment rights  
with respect to the debt portion of the OBSAs. The availability of the          
installment method for reporting such gain and the possible treatment of a      
portion of the net proceeds as ordinary income or short term capital gain will  
depend upon facts that may not be known until after the effective time of the   
Publicis/Bcom3 merger.                                                          

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CONSEQUENCES OF HOLDING PUBLICIS INSTRUMENTS                                

A U.S. holder of Publicis ordinary shares, the usufruct interest in   
Publicis ordinary shares and ORAs must include in ordinary income the gross     
amount of any distribution made by Publicis with respect to such instruments to 
the extent of Publicis's current or accumulated earnings and profits (as        
determined for U.S. federal income tax purposes), including any avoir fiscal (a 
payment from the French treasury), precompte or French tax withheld, based upon 
the U.S. dollar value of the distribution on the date it is actually or         
constructively received. In determining the amount of dividend income received, 
a U.S. holder will use the spot currency exchange rate on the day the dividend  
is included in income. Any difference between the amount of dividend income and 
the dollars actually received may constitute a foreign currency gain or loss,   
which is an ordinary gain or loss. Individual U.S. holders, however, are not    
required to recognize a gain of less than $200 from the exchange of foreign     
currency in a "personal transaction" as defined in Section 988(e) of the Code.  
Any distribution by Publicis in excess of current or accumulated earnings and   
profits will be treated as a tax-free return of capital that reduces the tax    
basis in the U.S. holder's Publicis ordinary shares, the usufruct interest in   
Publicis ordinary shares or the ORAs, as applicable, and any remaining amount   
will be treated as capital gain. A U.S. holder should consult his or her tax    
advisor regarding the availability of any foreign tax credit resulting from any 
French withholding tax imposed on any dividend or other payment to the U.S.     
holder.                                                                         

    Upon a sale or other disposition of Publicis ordinary shares, the usufruct
interest in Publicis ordinary shares, the ORAs or the warrants in a taxable     
transaction, a U.S. holder will recognize gain or loss for U.S. federal income  
tax purposes in an amount equal to the difference between the U.S. dollar value 
of the amount realized and the U.S. holder's tax basis in the Publicis ordinary 
shares, the usufruct interest in Publicis ordinary shares, the ORAs or the      
warrants, as applicable. Such gain or loss recognized will generally be a long- 
term capital gain or loss with respect to instruments held for more than 12     
months at the time of the sale or other disposition, and any gain or loss       
recognized generally will be income or loss from sources within the U.S. for    
foreign tax credit limitation purposes. Long-term capital gain of a             
non-corporate U.S. holder is generally subject to tax at a maximum federal      
income tax rate of 20%.                                                         

    A U.S. holder of Publicis warrants will not recognize gain on the exercise
of the warrants. The holder's basis in the Publicis ordinary shares received on 
the exercise of the warrants will equal the holder's basis in the warrants, plus
the price paid by the U.S. holder upon such exercise of the warrants.           

Bcom3 does not believe that Publicis is a "passive foreign investment 
company," or PFIC, as defined in Section 1297 of the Code. A foreign corporation
will generally be a PFIC with respect to a U.S. person if, for any taxable year 
in which the U.S. person is a shareholder, either 75% or more of the            
corporation's gross income for the year is passive income or 50% or more of the 
value of the corporation's assets is attributable to assets that produce or are 
held for the production of passive income. The treatment of a foreign           
corporation as a PFIC is based on facts that may be subject to change, and      
therefore there can be no assurance that Publicis will not become a PFIC in the 
future. Each U.S. holder should consult his or her tax advisor about the        
specific application of the PFIC rules, including time-sensitive filing         
procedures, to such holder and possible elections or other methods of minimizing
the adverse tax consequences that could apply to such holder if Publicis were to
be treated as a PFIC.                                                           

MATERIAL FRENCH TAX CONSEQUENCES OF HOLDING AND DISPOSING OF PUBLICIS ORDINARY  
SHARES, ORAS, OBSAS AND/OR WARRANTS (BONS DE SOUSCRIPTION)                      

  The following discussion is a summary description of the material French
tax consequences of owning and disposing of Publicis ordinary shares, ORAs,     
OBSAs and/or warrants (Bons de souscription).                                   

This discussion is relevant only to individual holders of the Publicis
ordinary shares, ORAs, OBSAs and/or warrants (Bons de souscription) who received
such instruments in the Publicis/Bcom3 merger in exchange for their Bcom3 Class 
A common stock, who are not French tax residents, who are tax residents of the  
United States pursuant to article 4 of the Convention Between the Government of 
the United States of America and the Government of the French Republic for the  
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect  
to Taxes on Income and Capital (the "U.S.-France tax treaty")                   

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("U.S. Tax Resident Individuals"), and who do not hold the Publicis ordinary    
shares, ORAs, OBSAs and/or warrants (Bons de souscription) in connection with a 
permanent establishment or a fixed base in France through which they carry on a 
business or perform personal services.                                          

 This discussion does not address all aspects of French tax laws and tax
treaties that may be relevant in light of the particular circumstances of       
holders of the Publicis ordinary shares, ORAs, OBSAs and/or warrants (Bons de   
souscription). It is based on French tax law and conventions and treaties in    
force as of the date of this proxy statement/prospectus, all of which are       
subject to change, possibly with retroactive effect, or to different            
interpretations.                                                                

     On August 31, 1994, the United States and France signed the U.S.-France tax
treaty, which generally became effective on January 1, 1996.                    

     Described hereunder are the principal French tax consequences that apply to
holders of the Publicis ordinary shares, ORAs, OBSAs and/or warrants (Bons de   
souscription) for whom both of the following requirements are met:              

    - the holder is a U.S. Tax Resident Individual (and, in the case of a U.S.
    Tax Resident Partnership as defined below, all owners will be U.S. Tax
Resident Individuals); and                                        

- the ownership of the Publicis ordinary shares, ORAs, OBSAs and/or   
 warrants (Bons de souscription) is not effectively connected with a
permanent establishment or a fixed base in France.                

THE INDIVIDUAL CIRCUMSTANCES OF EACH U.S. HOLDER MAY AFFECT THE TAX   
CONSEQUENCES OF HOLDING AND DISPOSING OF THE PUBLICIS ORDINARY SHARES, ORAS,    
OBSAS AND WARRANTS (BONS DE SOUSCRIPTION). THE PARTICULAR FACTS OR CIRCUMSTANCES
OF A U.S. HOLDER THAT MAY SO AFFECT THE CONSEQUENCES ARE NOT DISCUSSED HERE.    
ACCORDINGLY, ALL U.S. HOLDERS OF THE PUBLICIS ORDINARY SHARES, ORAS, OBSAS      
AND/OR WARRANTS (BONS DE SOUSCRIPTION) ARE ADVISED TO CONSULT THEIR OWN TAX     
ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING  
OF THE PUBLICIS ORDINARY SHARES, ORAS, OBSAS AND/OR WARRANTS (BONS DE           
SOUSCRIPTION), INCLUDING THEIR ELIGIBILITY FOR THE BENEFITS OF THE U.S.-FRANCE  
TAX TREATY, THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX 
LAWS AND POSSIBLE CHANGES IN TAX LAWS.                                          

PUBLICIS ORDINARY SHARES                                                    

Dividends                                                                   

 Withholding Tax.  Dividends paid to a shareholder having his or her tax
residence outside France by French companies are generally subject to a 25%     
French withholding tax under French tax laws.                                   

     Under the U.S.-France tax treaty, this withholding tax is reduced to 15% if
the following conditions are met:                                               

          (i)  the Publicis ordinary shares are beneficially owned by a U.S. Tax
Resident Individual;                                                  

      (ii)  such ownership is not effectively connected with a permanent
establishment or a fixed base that the holder has in France; and      

        (iii) the holder has previously established that he or she is a U.S.
Tax Resident Individual in accordance with the following procedures:  

     - the U.S. Tax Resident Individual must complete French Treasury Form
        RF1 A EU-No. 5052 (or 5053 if the dividends do not give right to the
avoir fiscal, as discussed below) and send it to the paying 
establishment before the date of payment of the dividend.   

     - if the U.S. Tax Resident Individual cannot complete French Treasury
          Form RF1 A EU-No. 5052 before the date of payment of the dividend (and
          provided that the dividend gives right to the avoir fiscal), he or she
      may complete a simplified certificate and send it before receiving
such payment                                                

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 to the institution which holds the shares on its behalf. This
 certificate must state that the beneficial owner fulfills the
following conditions:                                       

- the holder is a U.S. Tax Resident Individual;               

         - the holder's ownership of Publicis ordinary shares is not effectively
         connected with a permanent establishment or a fixed base in France;

    - the holder owns all the rights attached to the full ownership of
          Publicis ordinary shares including, among other things, the dividend
rights;                                                   

      - the holder fulfills all the requirements under the U.S.-France tax
treaty for the reduced rate of withholding tax; and       

- the holder claims the reduced rate of withholding tax.      

  If a U.S. Tax Resident Individual has not completed French Treasury Form
RF1 A EU-No. 5052 (or 5053) or the simplified certificate before the dividend   
payment date, the paying establishment will deduct French withholding tax at the
rate of 25%. In that case, the holder may claim a refund of the excess          
withholding tax by completing French Treasury Form RF1 A-No. 5052 (or 5053) and 
sending it, by intermediary of the paying establishment, to the French tax      
authorities before December 31 of the second calendar year following the        
calendar year during which the withholding tax is levied.                       

Under (i) and (ii) above, the 15% withholding rate may also apply to  
dividends paid to a U.S. partnership or similar pass-through entity as described
in article 4.2.(b)(iv) of the U.S.-France tax treaty (including a limited       
liability company that is treated as a partnership or other pass-through entity 
for U.S. tax purposes) and whose income is subject to U.S. tax either in its    
hands or in the hands of its partners who are U.S. Tax Resident Individuals     
("U.S. Tax Resident Partnership").                                              

 Specific procedures will apply if the Publicis ordinary shares are held
through a U.S. Tax Resident Partnership. U.S. Tax Resident Individuals who will 
own their Publicis ordinary shares through a U.S. Tax Resident Partnership      
should consult with their own tax advisers as to the conditions and formalities 
under which they may benefit from the above-mentioned reduction of the French   
withholding tax.                                                                

Avoir fiscal.  Under the U.S.-France tax treaty, U.S. Tax Resident    
Individuals may be entitled to a payment from the French Treasury, called the   
avoir fiscal, generally equal to 50% of the dividend paid.                      

If the holder is eligible, the holder may claim a payment equal to the
avoir fiscal, less a 15% withholding tax on this avoir fiscal, provided that all
the following conditions are met:                                               

          (i)   the dividend, if received by a resident of France, would entitle
such a resident to a tax credit (avoir fiscal);                       

        (ii)   the Publicis ordinary shares are beneficially owned by a U.S.
Tax Resident Individual;                                              

    (iii)  the holder's ownership of Publicis ordinary shares is not
 effectively connected with a permanent establishment or a fixed base in
France;                                                               

        (iv)   the holder owns all the rights attached to the full ownership
 of Publicis ordinary shares including, among other things, the dividend
rights;                                                               

        (v)   the holder or its partners (in the case of a U.S. Tax Resident
   Partnership) is subject to U.S. income tax on the payment of the dividend
and the related avoir fiscal; and                                     

        (vi)  the holder or its partners (in the case of a U.S. Tax Resident
     Partnership) fulfills all the requirements under the U.S.-France tax treaty
for the transfer of the avoir fiscal.                                 

If a holder is entitled, the avoir fiscal may be claimed by completing
French Treasury Form RF1 A EU-No. 5052 and (if not previously sent to claim the 
benefit of the 15% withholding tax rate) sending it, by intermediary of the     
paying establishment, to the French tax authorities before December 31 of the   
second year following the year during which the dividend is paid.               

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The avoir fiscal and any French withholding tax refund are generally  
expected to be paid within 12 months after the holder of Publicis ordinary      
shares files Form RF1 A EU-No. 5052. However, they will not be paid before      
January 15 of the calendar year following the end of the calendar year in which 
the dividend is paid.                                                           

U.S. Tax Resident Partnerships may also be entitled to the 50% avoir  
fiscal, if any, under the above-mentioned conditions (i) to (vi).               

     Specific procedures will apply if Publicis ordinary shares are held through
a U.S. Tax Resident Partnership. U.S. Tax Resident Individuals who will own     
their Publicis ordinary shares through a U.S. Tax Resident Partnership should   
consult with their own tax advisors as to the conditions and formalities under  
which they may benefit from the above-mentioned transfer of the avoir fiscal.   

Usufruct Rights in Publicis Ordinary Shares                                 

     In the Publicis/Bcom3 merger, bare legal title of approximately 6.8 million
Publicis ordinary shares will be transferred to Dentsu and the usufruct rights  
with respect to such Publicis ordinary shares will be retained and directly held
by Bcom3 Class A stockholders. Conveyance instruments as agreed to between      
Dentsu and the special nominee (described below under the caption "The          
Publicis/Bcom3 Merger Agreement -- Special Arrangements with Respect to Certain 
Publicis Ordinary Shares") will contain all provisions that are necessary or    
desirable to ensure that all economic interests in such shares shall be enjoyed 
exclusively by the individual holders of the usufruct interest in such shares.  

     According to article 10.4.(g) of the U.S.-France tax treaty, the benefit of
the avoir fiscal is subject to the condition that the beneficial owner of the   
dividends shows, where required by the French tax administration, that he is the
beneficial owner of the shareholding in respect of which the dividends are paid 
and that such shareholding does not have as its principal purpose or one of its 
principal purposes to allow another person to take advantage of the provisions  
of that paragraph, regardless of whether that person is a resident of a         
Contracting State.                                                              

     An official request has been submitted to the French Tax Authorities for an
interpretation on this article in the present case. The French Tax Authorities  
have confirmed that U.S. Bcom3 Class A stockholders will be entitled to the     
transfer of the avoir fiscal attached to the dividends derived from the usufruct
rights on Publicis ordinary shares directly owned by individuals.               

Capital Gains on the Sale of Publicis Ordinary Shares                       

Under French tax law, capital gains realized upon the sale of Publicis
ordinary shares by holders who are not French residents for French tax purposes 
(and who do not hold their shares in connection with a permanent establishment  
or a fixed base in France) are not taxable in France provided that the vendor   
and any related person have not directly or indirectly held more than 25% of    
rights to Publicis earnings (droits aux benefices sociaux), at any time during  
the five years preceding the sale.                                              

 If the holder is a U.S. Tax Resident Individual, the holder will not be
subject to French tax on any capital gain if the holder sells or exchanges its  
Publicis ordinary shares, unless the holder has a permanent establishment or    
fixed base in France and the Publicis ordinary shares sold or exchanged were    
part of the business property of that permanent establishment or fixed base.    

ORAs                                                                        

Interest                                                                    

Interest paid to holders of ORAs who are U.S. Tax Resident Individuals
should be exempt from income tax in France, provided that ORAs are not held in  
connection with a permanent establishment or a fixed base in France. This tax   
exemption may be subject to the fulfillment of certain filing requirements. U.S.
Tax Resident Individuals should consult with their own tax advisers as to the   
conditions under which they may benefit from the above-mentioned exemption.     

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Capital Gains on the Sale of ORAs                                           

     Capital gains realized upon the sale of ORAs by a shareholder having his or
her tax residence outside France should be exempt from income tax in France     
provided that the ORAs are not held in connection with a permanent establishment
or a fixed base in France.                                                      

   If the holder is a U.S. Tax Resident Individual, the holder should not be
subject to French tax on any capital gain if the holder sells or exchanges its  
ORAs, unless the holder has a permanent establishment or fixed base in France   
and the ORAs sold or exchanged were part of the business property of that       
permanent establishment or fixed base.                                          

Redemption of ORAs                                                          

    The premium, if any, earned by the U.S. Tax Resident Individual holders of
ORAs upon redemption of the ORAs into Publicis ordinary shares should be exempt 
from income tax in France, provided that the ORAs are not held in connection    
with a permanent establishment or a fixed base in France. This tax exemption may
be subject to the fulfillment of certain filing requirements. U.S. Tax Resident 
Individuals should consult with their own tax advisers as to the conditions     
under which they may benefit from the above-mentioned exemption.                

OBSAs                                                                       

Interest                                                                    

 Interest paid to holders of OBSAs who are U.S. Tax Resident Individuals
should be exempt from income tax in France, provided that OBSAs are not held in 
connection with a permanent establishment or a fixed base in France. This tax   
exemption may be subject to the fulfillment of certain filing requirements. U.S.
Tax Residents Individuals should consult with their own tax advisers as to the  
conditions under which they may benefit from the above-mentioned exemption.     

Capital Gains on the Sale of the Debt Portion of OBSAs                      

     Capital gains, if any, realized upon the sale of the Debt Portion of OBSAs,
in the case of a shareholder having his or her tax residence outside France, are
exempt from income tax in France provided that the OBSAs are not held in        
connection with a permanent establishment or a fixed base in France.            

    If the shareholder is a U.S. Tax Resident Individual, the shareholder will
not be subject to French tax on any capital gain on the sale of the OBSAs,      
unless the holder has a permanent establishment or fixed base in France and the 
OBSAs sold were part of the business property of that permanent establishment or
fixed base.                                                                     

Exercise of the Warrants (Bons de souscription)                             

 Under French tax law, the subscription of shares by a U.S. Tax Resident
Individual upon exercise of a warrant (Bon de souscription) should not be a     
taxable event in France.                                                        

Sale of the Warrants (Bons de souscription)                                 

    Capital gains realized upon the sale of warrants (Bons de souscription) by
a U.S. Tax Resident Individual should be exempt from income tax in France       
provided that the warrants (Bons de souscription) are not held in connection    
with a permanent establishment or a fixed base in France.                       

 If the holder is a U.S. Tax Resident Individual, the holder will not be
subject to French tax on any capital gain on the sale of the warrants (Bons de  
souscription), unless the holder has a permanent establishment or fixed base in 
France and the warrants (Bons de souscription) sold or exchanged were part of   
the business property of that permanent establishment or fixed base.            

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FRENCH ESTATE AND GIFT TAXES                                                

  Under The Convention Between the United States of America and the French
Republic for the Avoidance of Double Taxation and the Prevention of Fiscal      
Evasion with Respect to Taxes on Estates, Inheritance and Gifts of November 24, 
1978, if an individual holder transfers its Publicis Ordinary shares, ORAs,     
OBSAs and/or warrants (Bons de souscription) by gift, or if they are transferred
by reason of the holder's death, such transfer will only be subject to French   
gift or inheritance tax if one of the following applies:                        

  - the individual holder is domiciled in France at the time of making the
gift, or at the time of the individual holder's death; or         

- the individual holder used the Publicis ordinary shares, ORAs, OBSAs
       and/or warrants (Bons de souscription) in conducting a business through a
       permanent establishment or fixed base in France, or the individual holder
     held the Publicis ordinary shares, ORAs, OBSAs and/or warrants (Bons de
souscription) for that use.                                       

FRENCH WEALTH TAX                                                           

 The French wealth tax does not generally apply to the Publicis Ordinary
shares, ORAs, OBSAs and/or warrants (Bons de souscription) if the holder is a   
U.S. Tax Resident Individual, provided that:                                    

- the individual holder does not own, alone or with related persons,  
    directly or indirectly, shares, rights or interests the total of which
gives right to at least 25% of Publicis earnings; and             

- the Publicis ordinary shares, ORAs, OBSAs and/or warrants (Bons de  
     souscription) are not held in connection with a permanent establishment
or a fixed base in France.                                        

     Under French tax law, an individual having his or her tax residence outside
France is taxable only on such individual's French assets. However, financial   
investments made by such individuals, provided they represent less than 5% of   
the share capital of the French company and are made in companies other than    
real property companies, are exempt from wealth tax.                            

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THE FIRST STEP MERGER AGREEMENT 

     The following section describes the material terms of the first step merger
agreement. The complete text of the first step merger agreement is attached as  
Annex C to, and is incorporated by reference into, this proxy statement/        
prospectus. You are encouraged to read the entire first step merger agreement   
because it is the legal document that governs the first step merger.            

THE FIRST STEP MERGER                                                           

     When the first step merger occurs, Boston Three Corporation, a newly formed
wholly owned subsidiary of Bcom3, will merge with and into Bcom3, with Bcom3    
remaining as the surviving corporation in the first step merger. The purpose of 
the first step merger is to effect a pro rata purchase of shares of Class A     
common stock by Dentsu for cash and a recapitalization of the common stock of   
Bcom3. Although a separate agreement governs the transactions contemplated by   
the first step merger, the first step merger and the Publicis/Bcom3 merger are  
conditioned upon each other, and so you should view the first step merger as an 
integral part of the process by which the Publicis/Bcom3 merger will be         
effected.                                                                       

CLOSING AND EFFECTIVE TIME                                                      

     The closing of the first step merger will take place as soon as practicable
after the satisfaction or waiver of the closing conditions.                     

     At the closing of the first step merger, Bcom3 and Boston Three Corporation
will file a certificate of merger with the Secretary of State of the State of   
Delaware. The first step merger will become effective when the certificate of   
merger is duly filed with the Secretary of State of the State of Delaware or at 
such later time as is specified in the certificate of merger. It is expected    
that the closing of the first step merger will occur on the closing date of the 
Publicis/Bcom3 merger.                                                          

FIRST STEP MERGER CONSIDERATION                                                 

   The merger consideration offered in the first step merger will consist of
the following:                                                                  

  - each share of Class A common stock of Bcom3 will be converted into the
right to receive:                                                 

 - from Dentsu, an amount of cash equal to $498,702,393 divided by the
      total number of shares of Class A common stock outstanding immediately
     prior to the effective time of the first step merger (which, based on
        the number of shares outstanding as of August 20, 2002, is approximately
$32.62); and                                                    

- 0.813619 shares of Bcom3 Class A common stock.                    

- each share of Class B common stock of Bcom3 (all of which is held by
    Dentsu) will be converted into the right to receive 1.665067 shares of
Bcom3 Class B common stock.                                       

     Prior to and after completion of the first step merger, Dentsu will own all
of Bcom3's Class B common stock. At the effective time of the first step merger,
each share of Bcom3 common stock held in the treasury of Bcom3 prior to the     
first step merger will be cancelled without being converted into the right to   
receive the first step merger consideration and without receipt of any other    
payments. Each share of the capital stock of Boston Three Corporation           
outstanding immediately prior to the effective time of the first step merger    
will be cancelled without receipt of any payment.                               

  The stock component of the first step merger consideration is subject to
adjustments for extraordinary events affecting the capital stock of Bcom3, such 
as stock splits, recapitalizations, combinations or stock dividends.            

In connection with the first step merger, the Bcom3 board will make an
appropriate adjustment to the exercise price of and number of shares underlying 
each outstanding stock option to reflect the treatment of Class A common stock  
in the first step merger, as described under the caption "The Publicis/Bcom3    
Merger Agreement -- Effect on Stock Options."                                   

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DELIVERY OF FIRST STEP MERGER CONSIDERATION                                     

   Prior to the effective time of the first step merger, a paying agent will
be appointed to pay the cash portion of the first step merger consideration.    
Dentsu will pay to the paying agent $498,702,393 immediately after the effective
time of the first step merger. The paying agent will deliver to each holder of  
Class A common stock the cash amount to which the holder is entitled, less any  
tax withholdings. No merger consideration in the first step merger will be      
delivered to Bcom3 stockholders exercising appraisal rights with respect to the 
first step merger, as described under the caption "The Mergers -- Appraisal     
Rights."                                                                        

   Immediately after the effective time of the first step merger, Bcom3 will
take all necessary action to reflect in the books and records the conversion of 
the shares of Bcom3 common stock.                                               

THE SURVIVING CORPORATION                                                       

The certificate of incorporation and bylaws of Bcom3 in effect at the 
effective time of the first step merger will be the certificate of incorporation
and bylaws of the surviving corporation. The officers and directors of Bcom3 at 
the effective time of the first step merger will be the officers and directors  
of the surviving corporation.                                                   

MATTERS RELATING TO THE PUBLICIS/BCOM3 MERGER                                   

     The parties to the first step merger agreed with respect to several matters
related to the Publicis/Bcom3 merger, including the following:                  

INVESTMENT AGREEMENT                                                        

   The investment agreement, dated March 14, 2000, between Dentsu and Bcom3,
will terminate immediately after the effective time of the Publicis/Bcom3       
merger.                                                                         

NOTICES UNDER AND AMENDMENT OF THE PUBLICIS/BCOM3 MERGER AGREEMENT          

     Bcom3 agreed to promptly forward to Dentsu any notices given or received by
Bcom3 under the Publicis/ Bcom3 merger agreement and further agreed not to amend
or waive any provision of the Publicis/Bcom3 merger agreement without the prior 
written consent of Dentsu, which consent will not be unreasonably withheld or   
delayed.                                                                        

"BARE LEGAL TITLE" MATTERS                                                  

  As described more fully below under the caption "Description of Usufruct
Interest and Bare Legal Title," the parties have agreed that Dentsu will receive
bare legal title (nue propriete) to certain Publicis ordinary shares issued in  
the Publicis/Bcom3 merger for a two-year period after the closing of the        
Publicis/Bcom3 merger and that Dentsu will not transfer such interest to any    
person or entity during this two-year period.                                   

CONDITIONS TO COMPLETION OF THE FIRST STEP MERGER                               

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE FIRST STEP MERGER        

   The obligations of Bcom3, Boston Three Corporation and Dentsu to complete
the first step merger are subject to the satisfaction (or waiver by the party   
for whose benefit the applicable condition exists) of the following conditions: 

- the first step merger agreement has been approved and adopted by the
Bcom3 stockholders in accordance with Delaware Law;               

  - all of the conditions to the Publicis/Bcom3 merger agreement described
     under the caption "The Publicis/Bcom3 Merger Agreement -- Conditions to
     Completion of the Publicis/Bcom3 Merger" have been satisfied or waived,
       except for the condition that relates to the completion of the first step
merger; and                                                       

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    - no governmental entity or court of competent jurisdiction has issued any
  rule or regulation which would make the first step merger illegal or
would otherwise prohibit the completion of the first step merger. 

CONDITIONS TO THE OBLIGATIONS OF DENTSU                                     

    The obligations of Dentsu to complete the first step merger are subject to
the satisfaction or waiver of the following additional conditions:              

    - Dentsu or Publicis has received a certificate from Bcom3 meeting certain
     specified requirements, to the effect that the Bcom3 shares disposed of
by Dentsu in connection with the transactions contemplated by the 
  Publicis/Bcom3 merger agreement do not constitute United States real
  property interests within the meaning of the relevant section of the
Code; and                                                         

   - none of the conditions to the Publicis/Bcom3 merger agreement described
     under the caption "The Publicis/Bcom3 Merger Agreement -- Conditions to
       Completion of the Publicis/Bcom3 Merger" has been waived by Bcom3 without
 Dentsu's consent, which consent shall not be unreasonably withheld.

TERMINATION                                                                     

    The first step merger agreement may be terminated at any time prior to the
effective time of the first step merger by Bcom3, Boston Three Corporation or   
Dentsu if the Publicis/Bcom3 merger agreement has been terminated in accordance 
with its terms. Once terminated, the first step merger agreement will be void   
and of no effect, without liability of any party.                               

EXPENSES                                                                        

All costs and expenses incurred as a result of the first step merger  
agreement and the transactions contemplated by the first step merger agreement  
shall be paid by the party incurring the cost or expense.                       

AMENDMENTS AND WAIVERS                                                          

   Any provision of the first step merger agreement may be amended or waived
prior to the effective time of the first step merger if, and only if, the       
amendment or waiver is in writing and signed, in the case of an amendment, by   
Bcom3, Boston Three Corporation and Dentsu or, in the case of a waiver, by the  
party against whom the waiver is to be effective. Notwithstanding the foregoing,
it is a condition to the closing of the Publicis/Bcom3 merger that the first    
step merger shall have been completed on substantially the terms set forth in   
the first step merger agreement. After the adoption of the first step merger    
agreement by the Bcom3 stockholders, there will be no amendment that by law     
requires further approval by the Bcom3 stockholders without the approval of the 
Bcom3 stockholders. As noted above, Bcom3 has also agreed that it will not amend
or waive any provision of the Publicis/Bcom3 merger agreement without the prior 
written consent of Dentsu, which consent shall not be unreasonably withheld.    

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THE PUBLICIS/BCOM3 MERGER AGREEMENT 

  The following section describes the material terms of the Publicis/Bcom3
merger agreement. The complete text of the Publicis/Bcom3 merger agreement is   
attached as Annex A to, and is incorporated by reference into, this proxy       
statement/prospectus. You are encouraged to read the entire Publicis/Bcom3      
merger agreement because it is the legal document that governs the              
Publicis/Bcom3 merger.                                                          

THE PUBLICIS/BCOM3 MERGER                                                       

When the Publicis/Bcom3 merger occurs, Bcom3 will merge with and into 
Philadelphia Merger Corp., a newly formed wholly owned subsidiary of Publicis,  
with Philadelphia Merger Corp. surviving as a wholly owned subsidiary of        
Publicis.                                                                       

CLOSING AND EFFECTIVE TIME                                                      

The closing of the Publicis/Bcom3 merger will take place as soon as   
practicable, but in any event within three business days after the satisfaction 
or waiver of the closing conditions set forth in the Publicis/Bcom3 merger      
agreement, other than those conditions that by their nature are to be satisfied 
at the closing.                                                                 

At the closing of the Publicis/Bcom3 merger, the parties to the       
Publicis/Bcom3 merger agreement will file a certificate of merger with the      
Secretary of State of the State of Delaware. The Publicis/Bcom3 merger will     
become effective when the certificate of merger is duly filed with the Secretary
of State of the State of Delaware or at such later time as is agreed by the     
parties to the merger agreement and specified in the certificate of merger. It  
is expected that the closing of the Publicis/Bcom3 merger will occur on the     
closing date of the first step merger.                                          

PUBLICIS/BCOM3 MERGER CONSIDERATION                                             

The Publicis/Bcom3 merger consideration will consist of the following:

- each share of Class A common stock of Bcom3 outstanding after the   
   consummation of the recapitalization in the first step merger will be
converted into the right to receive:                              

      - 1.666464 Publicis ordinary shares, which are described under the caption
"Description of Publicis Share Capital";                        

- the usufruct interest (usufruit) in 0.548870 additional Publicis  
       ordinary shares, together with the right to receive bare legal title to
 these shares on the second anniversary of the closing date of the
      mergers. The arrangements which will provide for the separation of the
        usufruct interest and the bare legal title in these shares are described
        below under the caption "Description of Usufruct Interest and Bare Legal
Title";                                                         

- 0.098108 obligations remboursables en actions (ORAs), which are   
described under "Description of ORAs"; and                      

 - the net proceeds from the sale of the debt portion of E53.861277 in
principal amount of obligations a bons de souscription d'actions
     (OBSAs), together with warrants (detached from the OBSAs) to purchase
      1.765944 Publicis ordinary shares (each warrant is exercisable for one
       Publicis ordinary share). The OBSAs are described under "Description of
   OBSAs." The sale of the debt portion of the OBSAs, also referred to
      herein as "notes," is described under the caption "-- Sale of the Debt
Portion of the OBSAs";                                          

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- each share of Class B common stock of Bcom3 outstanding after the   
   consummation of the recapitalization in the first step merger (all of
      which is and will be held by Dentsu) will be converted into the right to
receive:                                                          

- 4.021399 Publicis ordinary shares;                                

- bare legal title (nue propriete) to 0.957024 additional Publicis  
       ordinary shares until the second anniversary of the closing date of the
      mergers, which is described under the caption "Description of Usufruct
Interest and Bare Legal Title";                                 

- 0.047940 ORAs; and                                                

 - the net proceeds from the sale of the debt portion of E26.318797 in
    principal amount of OBSAs, together with warrants (detached from the
     OBSAs) to purchase 0.862911 Publicis ordinary shares (each warrant is
exercisable for one Publicis ordinary share).                   

     Notwithstanding the ratio set forth above, the aggregate number of Publicis
ordinary shares to which Dentsu will receive bare legal title shall equal the   
aggregate number of Publicis ordinary shares actually delivered to the special  
nominee as described below (which, for example, will not include any Publicis   
ordinary shares to be sold under the fractional share provisions described      
below).                                                                         

     The Publicis/Bcom3 merger consideration payable on shares of Class A common
stock and Class B common stock, and any other amounts payable pursuant to the   
terms of the Publicis/Bcom3 merger agreement, are subject to adjustments for    
extraordinary events affecting the capital stock of Bcom3 or Publicis, such as  
stock splits, recapitalizations, combinations or stock dividends. The first step
merger will not constitute any such extraordinary event under the Publicis/Bcom3
merger agreement.                                                               

Under the Publicis/Bcom3 merger agreement, the Publicis/Bcom3 merger  
consideration to be received by Class A stockholders will be subject to the     
transfer restrictions described under the caption "Transfer Restrictions on     
Publicis Securities and Other Consideration."                                   

 At the closing of the Publicis/Bcom3 merger, each share of Bcom3 common
stock held in the treasury of Bcom3 or owned by Publicis or any of its          
subsidiaries prior to the Publicis/Bcom3 merger will be cancelled without being 
converted into the right to receive the Publicis/Bcom3 merger consideration and 
without receipt of any other payments. Each share of the capital stock of       
Philadelphia Merger Corp. outstanding immediately prior to the effective time of
the Publicis/Bcom3 merger will remain issued and outstanding following the      
Publicis/Bcom3 merger.                                                          

     The certificate of incorporation and bylaws of Philadelphia Merger Corp. in
effect at the effective time of the Publicis/Bcom3 merger will be the           
certificate of incorporation and bylaws of the surviving corporation. The       
directors of Philadelphia Merger Corp. at the effective time of the             
Publicis/Bcom3 merger will be the directors of the surviving corporation, and   
the officers of Bcom3 at the effective time of the Publicis/Bcom3 merger will be
the officers of the surviving corporation.                                      

SALE OF DEBT PORTION OF THE OBSAs                                               

     At the effective time of the Publicis/Bcom3 merger, a nominee, appointed by
Bcom3 and reasonably acceptable to Publicis, will receive the OBSAs, detach the 
Publicis warrants attached to the OBSAs for deposit in the exchange funds from  
which the Publicis/Bcom3 merger consideration will be paid to former Class A and
Class B stockholders of Bcom3, and hold the debt portion of the OBSAs (also     
referred to herein as the "notes") until sold by the marketing agent as         
described below.                                                                

   If the Bcom3 board has not otherwise made definitive arrangements to sell
the notes by the closing of the mergers, Bcom3 will appoint a marketing agent,  
reasonably acceptable to Publicis, for the sale. The marketing agent will be    
instructed to use reasonable best efforts to sell the notes for cash after the  
closing. The proceeds to be received in the sale may also include non-cash      
components and/or the marketing agent may effect a distribution-in-kind of the  
notes, so long as the marketing agent has received the prior written consent of 

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persons who held at least a majority of the Bcom3 shares outstanding immediately
prior to the first step merger and, in certain circumstances, the prior written 
consent of Publicis.                                                            

    It is expected that the marketing agent will be one or more individuals or
an entity, who will in turn engage one or more financial institutions to act as 
underwriter or placement agent for the sale. The terms, conditions, timing and  
manner of the sale will be determined solely in the discretion of the marketing 
agent. The manner of sale may include any one or combination of the following,  
among other possibilities, as determined by the marketing agent:                

     - a public or private offering outside the United States, with or without a
listing;                                                          

- an offering in the United States;                                   

- a sale of the notes to a newly-formed or existing "special purpose  
     entity," which would purchase the notes from the nominee using proceeds
from its own issuance of one or more series of securities; or     

- a sale of the notes (or any securities issued by a special purpose  
entity) in conjunction with one or more equity or equity-linked   
securities.                                                       

  The notes (or any securities issued by a special purpose entity) may, in
the discretion of the marketing agent, be sold to any person, including persons 
that may be affiliated with Bcom3, such as Publicis or Dentsu, or investment    
banks (or affiliates thereof) that may have rendered services to Publicis, Bcom3
or Dentsu.                                                                      

 The notes may be sold in one or more sales over time, and each sale may
occur at or after the closing date of the mergers, as determined by the         
marketing agent. There can be no assurance as to the timing of the sale.        

Publicis has agreed to take all reasonably necessary action to permit,
expedite and facilitate the sale of the notes in the manner determined by the   
marketing agent. This action may include:                                       

- submitting to Euronext a listing application covering the notes and 
obtaining their admission to trading;                             

     - assisting with preparation of offering materials, roadshows customary for
an offering of this type or other marketing efforts;              

- cooperating with due diligence requests from the purchasers;        

    - preparing and filing with the SEC, until the earlier of such time as all
the notes have been sold and nine months after the closing of the 
  mergers, such amendments to the registration statement of which this
       proxy statement/prospectus is a part and supplements to the prospectus as
  may be necessary to keep the registration statement effective and to
       comply with the provisions of the Securities Act with respect to the sale
of the notes; and                                                 

     - entering into customary agreements and indemnities in connection with the
sale; provided that the representations, warranties, covenants and
  indemnities contained in the agreements shall not be materially more
      burdensome for Publicis than those given by Publicis in the Subscription
      Agreement dated as of January 10, 2002 with Deutsche Bank AG London, BNP
     Paribas and Merrill Lynch International, related to Publicis's offering
    of OCEANES (bonds convertible into or exchangeable for new or existing
shares).                                                          

Notwithstanding the above, Publicis will not be obligated to seek or facilitate 
or assist in obtaining a credit rating for the notes.                           

     After the completion of each sale, the nominee will promptly distribute the
net proceeds from such sale (i.e., after any sales expenses or underwriting fees
have been paid), together with any interest payments or other distributions made
since the effective time of the Publicis/Bcom3 merger in respect of the notes,  
as follows:                                                                     

   - a cash amount equal to the payment to be made to the Bcom3 stock option
   holders, as described under the caption "-- Effect on Stock Options,"
     plus any interest cost incurred in funding the payment, will be paid to
Publicis; and                                                     

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- all remaining proceeds will be transferred to the exchange agent for
deposit in the exchange funds from which the Publicis/Bcom3 merger
      consideration will be paid to former Class A and Class B stockholders of
Bcom3.                                                            

All such proceeds will be paid solely to Publicis until Publicis has  
received in the aggregate (whether through one or more sales) the entire amount 
payable to it pursuant to the allocation set forth above. Once Publicis has been
so paid in full, all proceeds remaining from such sale, and arising from any    
future sales, will be transferred to the exchange agent for distribution to the 
former Class A and Class B stockholders.                                        

    Until the notes are sold, the nominee will be the sole holder of the notes
on behalf of the former Bcom3 stockholders and will take action as holder of the
notes only upon instructions from the marketing agent. No former Bcom3          
stockholder will be entitled to exercise any rights or give any instructions to 
the nominee with respect to the notes. The former Bcom3 stockholders will be    
entitled only to receive the net proceeds from their portion of the sale of the 
notes as described above. No certificates will be issued to represent this right
to receive the net proceeds. Moreover, each Bcom3 stockholder's right to receive
the net proceeds will not be transferable by such stockholder, except for       
involuntary transfers occurring by operation of law or required by law.         

     Prior to appointment of the marketing agent and prior to the effective time
of the mergers, the Bcom3 board will function as the marketing agent. The terms 
governing the marketing agent will be set forth in a marketing agent agreement  
containing indemnities from Publicis in favor of the marketing agent for        
liabilities arising in connection with the sale of the notes. Under this        
agreement, the marketing agent will have no liability to any person for its     
actions in connection with the sale, except in the case of the marketing agent's
gross negligence or willful misconduct.                                         

SPECIAL ARRANGEMENTS WITH RESPECT TO CERTAIN PUBLICIS ORDINARY SHARES           

As described above under the caption "-- Publicis/Bcom3 Merger        
Consideration," Class A common stock and Class B common stock will each be      
converted into, among other things, the right to receive the entire undivided   
interest in a number of Publicis ordinary shares. However, with respect to      
certain additional Publicis ordinary shares issued in connection with the       
merger, Class A stockholders will obtain the right to receive the usufruct      
interest in such shares (i.e., an economic interest), while Dentsu, as sole     
Class B holder, will obtain the right to receive the bare legal title in these  
shares, including the voting rights associated with them, for a period of two   
years following the closing date of the mergers. The separation of the usufruct 
from the bare legal title will be effected by a special nominee appointed by    
Bcom3 that is reasonably acceptable to Publicis Class A stockholders. For a     
description of the usufructs and the bare legal title, please refer to the      
information under the caption "Description of Usufruct Interest and Bare Legal  
Title."                                                                         

BCOM3 VOTING TRUST                                                              

   Immediately prior to the effective time of the Publicis/Bcom3 merger, the
voting trust pursuant to which all outstanding shares of Class A common stock of
Bcom3 are held of record by the voting trustees will be dissolved, and the      
voting trust agreement which provides for these arrangements will be terminated.
As a result, at such time, each beneficial owner of Bcom3 Class A common stock  
will be reflected on the books and records of Bcom3 as a record holder of       
uncertificated shares of Bcom3 Class A common stock.                            

PROCEDURES FOR DELIVERY OF THE MERGER CONSIDERATION                             

All of the securities to be issued by Publicis in connection with the 
Publicis/Bcom3 merger will be issued by Publicis to Philadelphia Merger LLC, a  
newly formed indirect wholly owned subsidiary of Publicis which Publicis intends
to merge into Philadelphia Merger Corp. immediately after the effective time of 
the Publicis/ Bcom3 merger. Publicis will cause Philadelphia Merger LLC to      
deliver, at the effective time of the Publicis/ Bcom3 merger, the Publicis      
ordinary shares (except those subject to the usufruct arrangement described     
above under the caption "-- Special Arrangements With Respect to Certain        
Publicis Ordinary Shares"), and the ORAs to the exchange agent, which will be   
selected by Publicis and reasonably acceptable to Bcom3. The exchange agent will
hold these Publicis ordinary shares and ORAs, together with the other           

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Publicis/Bcom3 merger consideration in separate exchange funds maintained for   
the benefit of the former holders of the Bcom3 Class A and Class B common stock.

 At the effective time, Philadelphia Merger LLC will further deliver the
Publicis ordinary shares subject to the usufruct arrangement to the special     
nominee, which will in turn deliver the bare legal title to such shares to      
Dentsu and transfer the usufruct interest in such shares to the exchange agent  
for deposit in the exchange fund for the Class A stockholders. Also at the      
effective time of the Publicis/Bcom3 merger, Publicis Merger LLC will deliver   
the OBSAs to a nominee which will detach the Publicis warrants from the OBSAs,  
deliver the warrants to the exchange agent for deposit in the exchange funds and
retain the debt portion of the OBSAs for sale in accordance with the            
instructions of the marketing agent. After completion of each sale, the nominee 
will transfer the portion of the proceeds from such sale to which the Bcom3     
stockholders are entitled to the exchange agent for deposit in the exchange     
funds. See "-- Sale of the Debt Portion of the OBSAs" above.                    

   Publicis or Bcom3 will send, or will cause the exchange agent to send, to
each former Bcom3 Class A stockholder, a letter of transmittal for use in the   
exchange of Class A common stock for the Publicis/Bcom3 merger consideration    
that is payable on Class A common stock. This letter of transmittal will set    
forth the agreement of the stockholder executing such letter to be bound by the 
restrictions on transfer described below under the caption "Transfer            
Restrictions on Publicis Securities and Other Consideration." Upon delivery to  
the exchange agent of a letter of transmittal properly completed and signed by  
any such holder, the exchange agent will deliver to such Class A stockholder the
Publicis/Bcom3 merger consideration to which he or she is entitled. As promptly 
as practicable after the effective time of the Publicis/Bcom3 merger, the       
exchange agent will deliver to Dentsu the Publicis/Bcom3 merger consideration   
that is payable on Class B common stock. In each case, the exchange agent will  
also deliver cash in lieu of any fractional interests (as described below under 
the caption "-- Fractional Interests") and any dividends or distributions (as   
described below under the caption "-- Dividends") to which holders of shares of 
Bcom3 common stock may be entitled. No merger consideration in the              
Publicis/Bcom3 merger will be delivered to Bcom3 stockholders exercising        
appraisal rights with respect to the Publicis/Bcom3 merger as described under   
the caption "The Mergers -- Appraisal Rights."                                  

   If any former holder of Class A common stock has not submitted a properly
completed and signed letter of transmittal to claim his or her Publicis/Bcom3   
merger consideration by the 30-month anniversary of the closing date of the     
Publicis/Bcom3 merger, the exchange agent will deliver to such stockholder on   
that date (1) Publicis ordinary shares; (2) cash in lieu of fractional shares;  
(3) any dividends or other distributions with respect to Publicis ordinary      
shares or usufruct interests; and (4) the net proceeds from the sale of the OBSA
notes, all in the amounts to which such stockholder is entitled under the       
Publicis/Bcom3 merger agreement. If any former holder of Class A common stock   
has not submitted a properly completed and signed letter of transmittal to claim
his or her Publicis/Bcom3 merger consideration by the 54-month anniversary of   
the closing date of the Publicis/Bcom3 merger, the exchange agent will deliver  
to such stockholder on that date (1) ORAs; (2) warrants; (3) cash in lieu of    
fractional ORAs and warrants; and (4) any dividends or other distributions with 
respect to ORAs, all in the amount to which such stockholder is entitled under  
the Publicis/Bcom3 merger agreement.                                            

At the effective time of the Publicis/Bcom3 merger, the stock transfer
books of Bcom3 will be closed and there will be no further registration of      
transfer of shares of Bcom3 common stock thereafter. From and after the         
completion of the Publicis/Bcom3 merger, each outstanding share of Bcom3 common 
stock will entitle its holder to no rights other than those provided by the     
Publicis/Bcom3 merger agreement or applicable law.                              

FRACTIONAL INTERESTS                                                            

     Publicis will not issue any fractional Publicis ordinary shares, usufructs,
ORAs or warrants in the Publicis/Bcom3 merger. Each person who would otherwise  
be entitled to receive a fraction of such a security will receive instead an    
amount of cash as follows:                                                      

   - in the case of Publicis ordinary shares and usufructs, each holder will
   receive an amount equal to the holder's proportionate interest in the
   proceeds from the sale by the exchange agent of all fractional shares
     (including fractional shares in which Class A stockholders will receive
       usufruct interests) that would otherwise be issued in connection with the
Publicis/Bcom3 merger. The exchange agent                         

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  will sell these shares through Euronext Paris as soon as practicable
      after the effective time of the Publicis/Bcom3 merger at then prevailing
  market prices, and the proceeds will be converted from euros to U.S.
dollars at the then prevailing exchange rates.                    

  - in the case of ORAs and Publicis warrants, each holder will receive an
      amount in U.S. dollars (rounded down to the nearest whole cent), without
       interest, equal to the product of the fractional ORA or Publicis warrant,
    as the case may be, multiplied by the fair market value of each ORA or
  Publicis warrant, as the case may be, as determined in good faith by
Bcom3's board.                                                    

DIVIDENDS                                                                       

Publicis ordinary shares issued in connection with the Publicis/Bcom3 
merger will not be eligible to receive the normal annual cash dividend declared 
in 2002 related to Publicis's 2001 fiscal year. Subject to this limitation,     
however, Bcom3 stockholders receiving Publicis ordinary shares or ORAs will be  
entitled to receive at the time such securities are delivered, the amount of    
dividends or other distributions payable in respect of such securities to the   
extent the record dates for these dividends or other distributions are after the
effective time of the Publicis/Bcom3 merger.                                    

EFFECT ON STOCK OPTIONS                                                         

     The total consideration to be paid for Bcom3 in both mergers is for all the
stock and options, and is allocated among Class A stockholders, Class B         
stockholders and option holders as provided in the Publicis/Bcom3 merger        
agreement and the applicable stock option plan in effect at the time of the     
mergers. The option holders' share of the total consideration will take the form
of a cash payment to each option holder in cancellation of his or her options.  
The cash payment for each option, whether vested or unvested, will reflect the  
immediate U.S. dollar cash value of the blended merger consideration per Class A
share paid in both mergers, as determined in good faith by the Bcom3 board, less
the exercise price of the option.                                               

  The option cash payment will be effected in two stages. First, the Bcom3
board, pursuant to the Bcom3 stock option plans, will make an appropriate       
adjustment to the exercise price of and number of shares underlying each        
outstanding stock option to reflect the treatment of Class A common stock in the
first step merger. Then, in the Publicis/Bcom3 merger, each outstanding stock   
option so adjusted will be cancelled and option holders will receive a cash     
payment equal to the product of (1) the adjusted total number of Bcom3 Class A  
shares subject to such stock option and (2) the excess, if any, of the immediate
U.S. dollar cash value of the consideration payable in the Publicis/Bcom3 merger
for each Class A share measured at the effective time of the Publicis/Bcom3     
merger, as determined in good faith by the Bcom3 board, over the adjusted       
exercise price per share for the applicable stock option.                       

 Optionees who are entitled to the cash payments described above who are
jointly selected by Publicis and Bcom3 and who consent thereto will be paid the 
cash payment to which they are entitled over a period of time and on terms to be
determined.                                                                     

    Bcom3 has agreed to take all necessary action to terminate the Bcom3 stock
option plans, effective immediately prior to the effective time of the          
Publicis/Bcom3 merger, except for certain contractual provisions described below
that will survive such termination.                                             

   Pursuant to the surviving provisions of the stock option plans, should an
option holder (1) within one year after the effective time of the Publicis/Bcom3
merger be terminated for cause; or (2) within two years after the effective time
of the Publicis/Bcom3 merger engage in "solicitation" (as defined in the stock  
option plans) without having received the written consent of Publicis's board or
committee or (3) if applicable to such option holder, within one year after the 
effective time of the Publicis/Bcom3 merger engage in "competition" (as defined 
in the stock option plans) without having received the written consent of       
Publicis' board or committee, then the option holder shall be required to repay 
the option cash payment or, in accordance with the Publicis/Bcom3 merger        
agreement, forfeit any option cash payments that the option holder has not yet  
received. In addition, the surviving provisions of the stock option plans       
provide that certain option holders are subject to a non-competition restriction
for a period of one year after their employment terminates for any              

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reason (other than by reason of a termination without cause) and that all option
holders are subject to a non-solicitation restriction for a period of two years 
after their employment ceases for any reason, including a termination without   
cause.                                                                          

REPRESENTATIONS AND WARRANTIES                                                  

  In the Publicis/Bcom3 merger agreement, each of Bcom3 and Publicis makes
representations and warranties about itself and its business in favor of the    
other party, which include representations and warranties about such matters as:

- the organization of the parties and their subsidiaries and similar  
corporate matters;                                                

- the parties' capital structures;                                    

     - authorization, execution, delivery, performance and enforceability of the
Publicis/Bcom3 merger agreement and related matters;              

- absence of breach of or conflict with applicable laws, regulations, 
  organizational documents, agreements and other existing obligations;

- required governmental consents and approvals;                       

- compliance with applicable laws and contractual obligations;        

- filing and accuracy of required reports and accuracy of financial   
statements and the information used in their preparation;         

 - absence of certain adverse changes or events relating to the relevant
company since a specified date;                                   

- absence of material litigation;                                     

     - employee matters and the Employee Retirement Income Security Act of 1974;

- contracts binding upon the relevant company;                        

   - trademarks, patents and copyrights used in connection with the business
of the relevant company;                                          

- status of client relations and the absence of material media-buying 
agreements;                                                       

- status of key managers;                                             

- tax matters;                                                        

- shareholder vote required;                                          

- matters related to Section 368(a) of the Internal Revenue Code; and 

- the absence of any broker or other party entitled to a brokerage or 
 similar fee in connection with the transactions contemplated by the
Publicis/Bcom3 merger agreement.                                  

  Bcom3 made additional representations with respect to the opinion of its
financial advisor. Publicis made additional representations with respect to the 
operations of Philadelphia Merger Corp. and Philadelphia Merger LLC.            

COVENANTS                                                                       

   Under the Publicis/Bcom3 merger agreement, each of the parties has agreed
that, between the date of the Publicis/Bcom3 merger agreement and the effective 
time of the Publicis/Bcom3 merger, it will:                                     

- operate its business in the ordinary course consistent with past    
practice;                                                         

     - use reasonable best efforts to preserve substantially intact its business
   organization and current relationships with third parties and to keep
available the services of its current officers, employees and     
consultants; and                                                  

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   - promptly notify the other party of (1) any events, or non-occurrence of
      events, that would reasonably be expected to cause the notifying party's
      representations and warranties under the Publicis/Bcom3 merger agreement
     to become inaccurate or its obligations under the Publicis/Bcom3 merger
   agreement to become not satisfied and (2) any breach of the notifying
party's obligations under the Publicis/Bcom3 merger agreement.    

 In accordance with the foregoing principles, each of Bcom3 and Publicis
agreed to abide by certain customary restrictions on the conduct of each of     
their businesses, including:                                                    

- amending organizational documents;                                  

    - issuing, selling or otherwise encumbering any shares of capital stock of
the relevant company or its subsidiaries, with some exceptions;   

- declaring or making dividends and other distributions;              

 - splitting, redeeming, purchasing or acquiring its capital stock, with
some exceptions;                                                  

 - acquiring interests in other entities and assets for consideration in
excess of $50 million;                                            

- incurring indebtedness above specified thresholds;                  

- disposing of material assets;                                       

- changing its accounting policies or procedures; or                  

- agreeing or committing to do any of the foregoing.                  

Bcom3 further agreed to restrictions on:                              

- entering into material contracts;                                   

- making extraordinary capital expenditures;                          

- increasing director or employee compensation or benefits;           

- granting severance benefits, entering into or amending employment   
agreements and adopting or amending benefit plans;                

    - hiring directors, officers, employees, or consultants, other than in the
ordinary course of business consistent with past practice; or     

- amending, modifying, or releasing any obligations under the stock   
purchase agreement that it has in place with each of its Class A  
stockholders.                                                     

ADDITIONAL AGREEMENTS                                                           

  Publicis and Bcom3 have also agreed to the following additional items in
the merger agreement:                                                           

SHAREHOLDER MEETINGS                                                        

Each of Publicis and Bcom3 agreed to call and hold a meeting of its   
shareholders as promptly as practicable for the purpose of voting upon the      
merger agreement and the merger. Bcom3 agreed to use its reasonable best efforts
to solicit from its stockholders proxies in favor of the adoption of the merger 
agreements and approval of the mergers. Publicis agreed to use its reasonable   
best efforts to solicit from its stockholders proxies in favor of the adoption  
of:                                                                             

- the Publicis/Bcom3 merger agreement and the approval of the         
Publicis/Bcom3 merger;                                            

 - the issuance of the Publicis securities in the Publicis/Bcom3 merger;

   - the increase of the number of members of the Publicis supervisory board
by two, who will be designees of Dentsu; and                      

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   - the modification of the Publicis statuts to provide that the respective
    holders of the usufruct and bare legal title interests in the Publicis
ordinary shares are free to allocate the voting rights between    
themselves.                                                       

Each party agreed that it would take all actions necessary or advisable to      
secure a vote of its shareholders in favor of these proposals, except if the    
relevant governing board determines in good faith, following consultation with  
independent legal counsel, that doing so would breach its fiduciary duties to   
its shareholders under applicable law. Even if the relevant governing board so  
determines, each of the parties still agreed to hold the meeting of its         
shareholders described in this paragraph.                                       

PROXY STATEMENT AND REGISTRATION STATEMENT                                  

Bcom3 agreed to prepare and file with the SEC this proxy              
statement/prospectus and to mail it to its stockholders as promptly as          
practicable after the date of the Publicis/Bcom3 merger agreement. Publicis     
agreed to prepare, file and mail to its shareholders a proxy statement relating 
to the Publicis proposals and the Publicis shareholder meeting, and to make all 
other filings required by the Commission des Operations de Bourse, or "COB," as 
promptly as practicable after the date of the Publicis/Bcom3 merger agreement.  
Each of Publicis and Bcom3 agreed to promptly furnish information relating to   
itself that the other party may reasonably request in connection with preparing 
its proxy statement and other filings.                                          

Bcom3 agreed that this proxy statement/prospectus would include the   
recommendation of the Bcom3 board to the Bcom3 stockholders in favor of the     
merger proposals, and Publicis agreed that its proxy statement would include the
recommendation of the Publicis supervisory board and management board in favor  
of the Publicis proposals. In each case, however, the relevant governing board  
may, prior to the effective time of the Publicis/Bcom3 merger, withdraw, modify 
or change its recommendation if the governing board determines in good faith,   
following consultation with independent legal counsel, that the failure to do so
would breach its fiduciary duties to its shareholders under applicable law.     

Each of the parties also agreed that, with respect to the registration
statement of which this proxy statement/prospectus is part, it would use its    
reasonable best efforts to cause it to become effective as promptly as          
practicable, and that it would not amend or supplement the registration         
statement without the approval of the other party, which will not be            
unreasonably withheld. Each party will promptly notify the other party of       
information it receives from the SEC relating to the effectiveness of the       
registration statement, such as comments or requests for information from the   
SEC or the issuance of any stop order relating to the registration statement.   
Each of the parties further agreed that all information it supplied for         
inclusion in this proxy statement/prospectus would be materially accurate as of 
the following times:                                                            

- when the registration statement is declared effective;              

- when the Bcom3 proxy statement is mailed to the Bcom3 stockholders; 

- at the time of the Bcom3 stockholder meeting; and                   

- at the effective time of the Publicis/Bcom3 merger.                 

 Each of the parties will promptly inform the other upon learning of any
information that would require an amendment or supplement to the registration   
statement.                                                                      

ACCESS TO INFORMATION; CONFIDENTIALITY                                      

 Publicis and Bcom3 agreed, subject to provisions of the confidentiality
agreements by which they are bound and applicable laws, to provide access to the
other party and its representatives, at reasonable times upon prior notice, to  
each of its and its subsidiaries' officers, employees, agents, properties,      
offices, facilities and books and records, and to furnish promptly information  
about its business and other matters as is reasonably requested by the other    
party. Publicis and Bcom3 also agreed to comply with all of their obligations   
under the confidentiality agreements between the parties.                       

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BCOM3 AFFILIATES                                                            

   Bcom3 agreed to use reasonable best efforts to have all of its affiliates
execute and deliver to Publicis prior to the effective date of the              
Publicis/Bcom3 merger an affiliate letter, in customary form, which describes,  
among other things, the transfer restrictions which will be imposed upon the    
merger consideration received by Bcom3 affiliates under applicable provisions of
the Securities Act.                                                             

FURTHER ACTIONS; CONSENTS; FILINGS                                          

Publicis and Bcom3 agreed to use reasonable best efforts to take all  
appropriate actions necessary or advisable to complete the Publicis/Bcom3       
merger, to obtain all consents, authorizations and orders required to be        
obtained by Publicis or Bcom3 or any of their subsidiaries in connection with   
the Publicis/Bcom3 merger and the other transactions contemplated by the        
Publicis/Bcom3 merger agreement, and to make all necessary filings and requested
submissions with governmental entities in respect of the Publicis/Bcom3 merger  
and the other transactions contemplated by the Publicis/Bcom3 merger agreement, 
including those required under securities laws and antitrust laws. The          
obligations described in the preceding sentence are subject, however, to the    
proviso that Publicis is not obligated to agree to any material restrictions on 
the conduct of its business after the effective time of the Publicis/Bcom3      
merger, or to agree to divest any of its material assets, or material assets of 
any of its affiliates or Bcom3 or any of Bcom3's affiliates. Publicis and Bcom3 
agreed to make, as promptly as practicable after the date of the Publicis/Bcom3 
merger agreement, required notifications under the HSR Act and with the European
Union antitrust authorities, and to promptly respond to requests for further    
information from the relevant antitrust authorities. Publicis and Bcom3 each    
filed their required notifications under the HSR Act with the FTC and the       
Department of Justice on April 11, 2002, and filed a formal merger notification 
with the European Commission on May 15, 2002. The applicable waiting period     
under the HSR Act expired on May 13, 2002. On June 18, 2002, Publicis and Bcom3 
received notice from the European Commission that it has terminated its review  
and granted its approval of the merger.                                         

PLAN OF REORGANIZATION; TAX TREATMENT                                       

The parties agreed to use reasonable best efforts to cause the        
Publicis/Bcom3 merger to qualify as a reorganization within the meaning of      
Section 368(a) of the Code, and to cause the delivery of related opinions of    
counsel and representations.                                                    

PUBLIC ANNOUNCEMENTS                                                        

     The parties agreed to consult with each other, except as otherwise required
by applicable law or securities exchange requirements, prior to making or       
releasing any public statements concerning the Publicis/Bcom3 merger or the     
other transactions contemplated by the Publicis/Bcom3 merger agreement.         

EURONEXT PARIS LISTING                                                      

Publicis agreed to use reasonable best efforts to obtain admission to 
trading on Euronext Paris of the Publicis ordinary shares, ORAs and Publicis    
warrants to be issued in connection with the merger within five business days of
the closing date of the mergers, and the Publicis ordinary shares to be issued  
upon redemption of the ORAs or exercise of the warrants when the ORA redemption 
occurs or when the warrants become exercisable, as the case may be.             

PUBLICIS GOVERNANCE                                                         

Publicis agreed to take all necessary action to increase the number of
members on the Publicis supervisory board by two members as of the effective    
time of the Publicis/Bcom3 merger, and to cause two designees of Dentsu to be   
appointed to fill these two new positions. Publicis also agreed to take all     
necessary action to increase the number of members on the Publicis management   
board to five members as of the effective time of the Publicis/Bcom3 merger, and
to appoint Roger A. Haupt to the Publicis management board and as Publicis's    
President and Chief Operating Officer.                                          

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NOMINEE AGREEMENT                                                           

  Bcom3 and Publicis agreed to use reasonable best efforts to enter into a
nominee agreement, relating to the purposes described under the caption "-- Sale
of Debt Portion of the OBSAs," on mutually satisfactory terms.                  

EMPLOYEE BENEFITS MATTERS                                                   

For at least one year after the effective time of the Publicis/Bcom3  
merger, Publicis agreed to maintain the compensation levels and benefit plans   
(other than equity-based compensation or benefits) of the employees and former  
employees of Bcom3 and its subsidiaries, or to provide compensation and benefit 
plans to them that are in the aggregate no less favorable than those provided to
them immediately prior to the effective time of the Publicis/Bcom3 merger.      
Publicis also agreed to recognize (with an exception solely to avoid duplication
of benefits) periods of service under Bcom3 benefit plans for the purposes of   
determining vesting, eligibility and levels of benefits under benefit plans     
maintained by Publicis and its subsidiaries and affiliates (other than benefit  
accrual (1) under plans for which similarly situated Publicis employees did not 
receive credit for prior service upon establishment of the plans and (2) defined
benefit plans). Publicis further agreed that Bcom3 personnel will maintain,     
administer and make all decisions relating to the Bcom3 Annual Incentive Plan   
from the effective time of the Publicis/Bcom3 merger until December 31, 2002 for
all persons participating in this plan immediately prior to the effective time  
of the Publicis/Bcom3 merger and for any newly hired employees in positions     
which typically participate in similar plans. All participants in the Annual    
Incentive Plan will be paid the entire amount of their cash bonus no later than 
March 15, 2003.                                                                 

    Publicis and Philadelphia Merger Corp. agreed to use reasonable efforts to
cooperate to adopt stock option plans in compliance with French law for the     
benefit of selected Bcom3 employees. Bcom3 and Publicis will use reasonable best
efforts to determine, prior to the effective time of the Publicis/Bcom3 merger, 
the number of Publicis ordinary shares underlying the options which will be     
granted under these plans.                                                      

     Bcom3 agreed to use reasonable best efforts to submit its change in control
agreements and Roger A. Haupt's employment agreement, and, to the extent        
necessary, the cash payments described under the caption "-- Effect on Stock    
Options," for the approval of the voting trustees as required by applicable     
sections of the Internal Revenue Code.                                          

    For more information on employee benefits matters, including a description
of the change in control agreements, see "Interests of Certain Persons in the   
Mergers."                                                                       

APPOINTMENT OF CUSTODIAN                                                    

    Publicis agreed to appoint, after the effective time of the Publicis/Bcom3
merger, a custodian to assist former Bcom3 stockholders with issues related to  
their ownership of Publicis ordinary shares, usufruct interests, ORAs and       
warrants to be received in connection with the merger, such as assistance with  
the distribution of voting materials, currency conversion of dividends and      
receipt of certain French tax credits.                                          

ADJUSTMENTS                                                                 

If, prior to the effective time of the Publicis/Bcom3 merger or the   
termination of the Publicis/Bcom3 merger agreement, the parties determine in    
their reasonable judgment that the opinions of counsel relating to the tax      
treatment of the merger cannot be delivered if the merger were completed in     
accordance with the terms of the Publicis/Bcom3 merger agreement, the parties   
agreed to negotiate adjustments to the Publicis/Bcom3 merger agreement in good  
faith to address such matters in a manner that would substantially preserve the 
economic benefits of the transaction for Publicis and the Bcom3 stockholders.   

NO SOLICITATION                                                             

Until the termination of the Publicis/Bcom3 merger agreement, each of 
Publicis and Bcom3 agreed that it will not, and each will instruct its          
subsidiaries and the officers, directors, employees, investment bankers, agents,
attorneys, advisors and the other representatives of the party and its          
subsidiaries not to, directly or                                                

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indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any  
inquiries or the making of any proposal or offer that constitutes, or may       
reasonably be expected to lead to, a "Competing Transaction" or engage in       
discussions or negotiate with any person with respect to a "Competing           
Transaction."                                                                   

The term "Competing Transaction" means any of the following involving 
Publicis or Bcom3, as the case may be (other than the Publicis/Bcom3 merger and 
the other transactions contemplated by the Publicis/Bcom3 merger agreement):    

  - a merger, consolidation, share exchange, business combination or other
similar transaction;                                              

   - any sale, lease, exchange, transfer or other disposition of 25% or more
 of the assets of that party and its subsidiaries, taken as a whole;

  - the acquisition of capital stock of that party by a person which would
       result in that person becoming the beneficial owner of 25% or more of the
shares of capital stock of that party; or                         

   - a tender offer or exchange offer by a person which would result in that
    person becoming the beneficial owner of 25% or more of the outstanding
voting securities of that party.                                  

However, the Publicis/Bcom3 merger agreement permits each of Bcom3 and
Publicis to furnish information to, or enter into negotiations with, any party  
that has made an unsolicited (from the date of the merger agreement) proposal   
for a Competing Transaction if:                                                 

- the Bcom3 board of directors or the Publicis management board or    
  supervisory board, as the case may be, has determined in good faith,
    after consultation with independent legal counsel, that such action is
    required for the relevant governing board to comply with its fiduciary
duties to its shareholders under applicable law; and              

- prior to taking such actions:                                       

   - the relevant party obtains an executed confidentiality agreement from
the person proposing the Competing Transaction on terms no less 
       favorable to that party than the terms contained in the confidentiality
agreement between Publicis and Bcom3; and                       

     - the relevant party promptly notifies the other party immediately of any
      inquiries, proposals or offers received, any information requested, or
discussions or negotiations sought to be initiated or continued,
       indicating in the notice the name of the person proposing the Competing
    Transaction and the terms and conditions of any proposals or offers.

 Bcom3 and Publicis have each agreed to promptly inform the other if any
proposal or offer or any inquiry or contact with any person regarding such a    
proposal or offer relating to a Competing Transaction involving the relevant    
party is made. Each party also agreed to cease and terminate any and all        
discussions or negotiations regarding any Competing Transaction existing on     
March 7, 2002. Each party further agreed not to release any third party from the
provisions of any confidentiality or standstill agreement, except, in the case  
of Bcom3, for waivers and releases with respect to Dentsu which Bcom3 deems     
reasonably necessary to complete the Publicis/Bcom3 merger and the other        
transactions contemplated by the Publicis/Bcom3 merger agreement.               

CONDITIONS TO COMPLETION OF THE PUBLICIS/BCOM3 MERGER                           

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE PUBLICIS/BCOM3 MERGER  

 The obligations of each party to complete the Publicis/Bcom3 merger are
subject to the satisfaction (or waiver if permissible) of the following         
conditions:                                                                     

     - the registration statement of which this proxy statement/prospectus forms
       a part shall have been declared effective by the SEC under the Securities
    Act and no stop order suspending the effectiveness of the registration
       statement shall have been issued and no proceeding for that purpose shall
have been initiated by the SEC;                                   

 - the Publicis/Bcom3 merger agreement shall have been duly approved and
adopted by the Bcom3 stockholders;                                

- the Publicis proposals shall have been approved and adopted by the  
shareholders of Publicis;                                         

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- no governmental entity or court of competent jurisdiction shall have
    issued or enforced any law, judgment, or order which has the effect of
  making the merger illegal or otherwise prohibiting completion of the
Publicis/Bcom3 merger;                                            

- all consents, approvals and authorizations legally required to be   
      obtained to complete the merger including, but not limited to, antitrust
approval in the U.S. and Europe, shall have been obtained from all
governmental entities, except for such consents, approvals and    
      authorizations the failure of which to obtain should not have, and could
       not reasonably be expected to have, a material adverse effect on Publicis
(giving effect to the mergers);                                   

   - the waiting period under the HSR Act has expired or been terminated and
the confirmation of compatibility with the common market has been 
obtained from the European Commission;                            

- the nominee agreement described under the caption "-- Sale of Debt  
Portion of the OBSAs" shall have been executed and delivered; and 

- the first step merger shall have been completed on substantially the
      terms set forth in the first step merger agreement, which is attached as
   Annex C to this proxy statement/prospectus and is described under the
caption "The First Step Merger Agreement."                        

CONDITIONS TO THE OBLIGATIONS OF PUBLICIS                                   

   The obligations of Publicis and Philadelphia Merger Corp. to complete the
Publicis/Bcom3 merger are subject to the satisfaction or waiver of the following
additional conditions:                                                          

- the representations and warranties of Bcom3 contained in the        
Publicis/Bcom3 merger agreement being true and correct as of the  
     effective time of the Publicis/Bcom3 merger as though made at such time
   (other than made expressly as of an earlier date, in which case as of
    such earlier date), except where the failure to be so true and correct
(without giving effect to any qualification as to "materiality" or
      "material adverse effect" set forth therein) would not have or could not
 reasonably be expected to have, individually or in the aggregate, a
   material adverse effect on Bcom3, and Publicis receiving an officer's
certificate of Bcom3 to that effect;                              

- material compliance by Bcom3 with its obligations under the         
      Publicis/Bcom3 merger agreement on or prior to the effective time of the
    Publicis/Bcom3 merger, except where the failure to so comply would not
      have or could not reasonably be expected to have, individually or in the
      aggregate, a material adverse effect on Bcom3, and Publicis receiving an
officer's certificate of Bcom3 to that effect;                    

   - Publicis having received the opinion of Wachtell, Lipton, Rosen & Katz,
      dated as of the closing date of the Publicis/Bcom3 merger, to the effect
  that for U.S. federal income tax purposes, the Publicis/Bcom3 merger
      will qualify as a reorganization within the meaning of Section 368(a) of
the Code;                                                         

    - the holders of not more than 5% of outstanding Bcom3 common stock having
exercised their appraisal rights under Delaware law; and          

     - Publicis and Bcom3 having received the opinion of Kirkland & Ellis, dated
   as of the date of the Publicis/Bcom3 merger agreement and the closing
   date of the mergers, relating to specific matters associated with the
      stock purchase agreements and the ownership of Bcom3 common stock by the
       persons who entered into the stock purchase agreements. For a description
    of the stock purchase agreements, see "Description of Capital Stock of
Bcom3 -- Stock Purchase Agreement."                               

CONDITIONS TO THE OBLIGATIONS OF BCOM3                                      

    The obligations of Bcom3 to complete the Publicis/Bcom3 merger are subject
to the satisfaction or waiver of the following conditions beyond those set forth
under the caption "-- Conditions to Completion of the Publicis/Bcom3 Merger":   

  - the representations and warranties of Publicis and Philadelphia Merger
   Corp. contained in the Publicis/Bcom3 merger agreement being true and
     correct as of the effective time of the Publicis/Bcom3 merger as though
    made at such time (other than made expressly as of an earlier date, in
    which case as of such earlier date), except where the failure to be so
true and correct (without giving effect to any qualification as to
     "materiality" or "material adverse effect" set forth therein) would not
have or                                                           

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could not reasonably be expected to have, individually or in the  
      aggregate, a material adverse effect on Publicis, and Bcom3 receiving an
officer's certificate of Publicis to that effect;                 

    - material compliance by Publicis and Philadelphia Merger Corp. with their
      obligations under the Publicis/Bcom3 merger agreement on or prior to the
      effective time of the Publicis/Bcom3 merger, except where the failure to
   so comply would not have or could not reasonably be expected to have,
      individually or in the aggregate, a material adverse effect on Publicis,
      and Bcom3 receiving an officer's certificate of Publicis to that effect;
and                                                               

  - Bcom3 having received the opinion of Kirkland & Ellis, dated as of the
    closing date of the Publicis/Bcom3 merger, to the effect that for U.S.
     federal income tax purposes the Publicis/Bcom3 merger will qualify as a
       reorganization within the meaning of Section 368(a) of the Code; and each
     transfer of property to Publicis by a Bcom3 stockholder pursuant to the
   Publicis/Bcom3 merger will not be subject to Section 367(a)(1) of the
Code.                                                             

TERMINATION                                                                     

The Publicis/Bcom3 merger agreement may be terminated and the         
Publicis/Bcom3 merger and the other transactions contemplated by the            
Publicis/Bcom3 merger agreement may be abandoned at any time prior to the       
effective time of the Publicis/Bcom3 merger, notwithstanding any requisite      
approval of the Publicis/Bcom3 merger agreement and the other transactions      
contemplated by the Publicis/Bcom3 merger agreement:                            

- by mutual written consent of Bcom3 and Publicis;                    

- if there is an order that is final and nonappealable preventing the 
completion of the Publicis/Bcom3 merger;                          

- by either Bcom3 or Publicis if:                                     

     - the Publicis/Bcom3 merger has not been completed by September 30, 2002,
which is the outside date; provided, however, that if (1) the   
     Publicis/Bcom3 merger has not been completed by that date because any
     governmental orders and consents, including antitrust approvals, have
      not been obtained; and (2) all other conditions have been satisfied or
   waived or are capable of being satisfied, this outside date will be
       extended to December 7, 2002; and, provided further, that this right to
      terminate the Publicis/Bcom3 merger agreement will not be available to
any party whose failure to fulfill any obligation under the     
        Publicis/Bcom3 merger agreement resulted in the failure of the merger to
be completed by the applicable date;                            

 - the stockholders of Bcom3 fail to approve the Publicis/Bcom3 merger
agreement at the Bcom3 special stockholder meeting;             

    - the shareholders of Publicis fail to approve the Publicis proposals at
the Publicis extraordinary shareholder meeting; or              

- by Bcom3:                                                           

- if (1) Publicis's supervisory board or management board withdraws,
   modifies or changes its recommendation of the Publicis/Bcom3 merger
       agreement or the transactions contemplated by the Publicis/Bcom3 merger
       agreement in a manner adverse to Bcom3 or shall have resolved to do so;
(2) Publicis's supervisory board or management board shall have 
      recommended to the shareholders of Publicis a Competing Transaction or
     shall have resolved to do so; or (3) a tender offer or exchange offer
      for 50% or more of the outstanding shares of capital stock of Publicis
  is commenced, and the management board or the supervisory board of
      Publicis fails to recommend against acceptance of such tender offer or
        exchange offer by its shareholders (including by taking no position with
       respect to the acceptance of such tender offer or exchange offer by its
shareholders); or                                               

 - upon a breach of any material representation, warranty, covenant or
agreement of Publicis or Philadelphia Merger Corp. under the    
 Publicis/Bcom3 merger agreement; provided that, if such breach is
curable by Publicis and Philadelphia Merger Corp., Bcom3 may not
terminate the                                                   

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      Publicis/Bcom3 merger agreement for the breach for so long as Publicis
       and Philadelphia Merger Corp. exercise their respective best efforts to
cure the breach; or                                             

- by Publicis:                                                        

      - if (1) the Bcom3 board withdraws, modifies or changes its recommendation
       of the Publicis/Bcom3 merger agreement or the transactions contemplated
      by the Publicis/Bcom3 merger agreement in a manner adverse to Publicis
or shall have resolved to do so; (2) the Bcom3 board shall have 
      recommended to the Bcom3 stockholders a Competing Transaction or shall
       have resolved to do so; or (3) a tender offer or exchange offer for 50%
or more of the outstanding shares of capital stock of Bcom3 is  
       commenced, and the Bcom3 board fails to recommend against acceptance of
     such tender offer or exchange offer by its stockholders (including by
      taking no position with respect to the acceptance of such tender offer
or exchange offer by its stockholders); or                      

 - upon a breach of any material representation, warranty, covenant or
      agreement of Bcom3 under the Publicis/Bcom3 merger agreement; provided
        that, if such breach is curable by Bcom3, Publicis may not terminate the
        merger agreement for such breach for so long as Bcom3 exercises its best
efforts to cure the breach.                                     

EFFECT OF TERMINATION                                                           

If the Publicis/Bcom3 merger agreement is terminated, there will be no
liability on the part of Publicis, Philadelphia Merger Corp. or Bcom3, except as
otherwise provided in the Publicis/Bcom3 merger agreement and subject to the    
rights of the parties described below under the caption "-- Termination Fee."   
Nothing, however, will relieve any party of any liability or damages resulting  
from any willful material breach of the Publicis/Bcom3 merger agreement by that 
party.                                                                          

TERMINATION FEE                                                                 

  Publicis or Bcom3, as the case may be, will be required to pay the other
party a termination fee of $90 million under the following circumstances:       

- Bcom3 will be required to pay Publicis if:                          

     - Publicis terminates the Publicis/Bcom3 merger agreement because (1) the
    Bcom3 board withdraws, modifies or changes its recommendation of the
       Publicis/Bcom3 merger agreement or the transactions contemplated by the
        Publicis/Bcom3 merger agreement in a manner adverse to Publicis or shall
     have resolved to do so; (2) the Bcom3 board shall have recommended to
        the Bcom3 stockholders a Competing Transaction or shall have resolved to
     do so; or (3) a tender offer or exchange offer for 50% or more of the
        outstanding shares of capital stock of Bcom3 is commenced, and the Bcom3
   board fails to recommend against acceptance of such tender offer or
        exchange offer by its stockholders (including by taking no position with
       respect to the acceptance of such tender offer or exchange offer by its
stockholders);                                                  

      - (1) Publicis or Bcom3 terminates the Publicis/Bcom3 merger agreement due
      to the failure of the Bcom3 stockholders to approve the Publicis/Bcom3
      merger agreement; (2) prior to the time the Bcom3 stockholders fail to
  approve the Publicis/Bcom3 merger agreement, there has been made a
   proposal for a Competing Transaction with respect to Bcom3; and (3)
within 12 months of the termination of the Publicis/Bcom3 merger
agreement, Bcom3 enters into an agreement with respect to, or   
consummates, a Competing Transaction; or                        

  - (1) Publicis or Bcom3 terminates the Publicis/Bcom3 merger agreement
        because the effective time of the Publicis/Bcom3 merger has not occurred
  on or before the applicable outside date described above under the
      caption "-- Termination"; (2) on or before the applicable outside date
       there has been made a proposal for a Competing Transaction with respect
to Bcom3; and (3) within 12 months of the termination of the    
    Publicis/Bcom3 merger agreement, Bcom3 enters into an agreement with
respect to, or consummates, a Competing Transaction.            

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- Publicis will be required to pay Bcom3 if:                          

- Bcom3 terminates the Publicis/Bcom3 merger agreement because (1)  
       Publicis's supervisory board or management board withdraws, modifies or
        changes its recommendation of the Publicis/Bcom3 merger agreement or the
     transactions contemplated by the Publicis/Bcom3 merger agreement in a
manner adverse to Bcom3 or shall have resolved to do so; (2) the
        Publicis supervisory board or management board shall have recommended to
  the shareholders of Publicis a Competing Transaction or shall have
     resolved to do so; or (3) a tender offer or exchange offer for 50% or
more of the outstanding shares of capital stock of Publicis is  
        commenced, and the management board or the supervisory board of Publicis
      fails to recommend against acceptance of such tender offer or exchange
       offer by its shareholders (including by taking no position with respect
to the acceptance of such tender offer or exchange offer by its 
shareholders);                                                  

      - (1) Bcom3 or Publicis terminates the Publicis/Bcom3 merger agreement due
   to the failure of the Publicis shareholders to approve the Publicis
  proposals; (2) prior to the time the Publicis shareholders fail to
    approve the Publicis proposals, there has been made a proposal for a
        Competing Transaction with respect to Publicis; and (3) within 12 months
   of the termination of the Publicis/Bcom3 merger agreement, Publicis
     enters into an agreement with respect to, or consummates, a Competing
Transaction; or                                                 

  - (1) Bcom3 or Publicis terminates the Publicis/Bcom3 merger agreement
        because the effective time of the Publicis/Bcom3 merger has not occurred
on or before the applicable outside date; (2) on or before the  
      applicable outside date there has been made a proposal for a Competing
     Transaction with respect to Publicis; and (3) within 12 months of the
        termination of the Publicis/Bcom3 merger agreement, Publicis enters into
      an agreement with respect to, or consummates, a Competing Transaction.

In each case the payments made by Bcom3 and Publicis under the above  
circumstances are the sole remedy available to the other party under these      
scenarios, except in the event of a willful breach.                             

EXPENSES                                                                        

     Except as otherwise described above under the caption "-- Termination Fee,"
all costs and expenses incurred as a result of the Publicis/Bcom3 merger        
agreement and the transactions contemplated by the Publicis/Bcom3 merger        
agreement shall be paid by the party incurring the cost or expense, except that 
each of Bcom3 and Publicis will pay one-half of:                                

     - the expenses incurred in connection with printing, mailing and filing the
     registration statement of which this proxy statement/prospectus forms a
    part, this proxy statement/prospectus and the Publicis proxy statement
(which includes the prospectus relating to the issuance of the    
Publicis/Bcom3 merger consideration); and                         

     - all SEC, COB and other regulatory filing fees incurred in connection with
 the registration statement, this proxy statement/prospectus and the
Publicis proxy statement.                                         

INDEMNIFICATION                                                                 

The Publicis/Bcom3 merger agreement provides that the bylaws of       
Philadelphia Merger Corp. as the surviving corporation will contain provisions  
regarding directors' and officers' indemnification and insurance reasonably     
satisfactory to Bcom3. The provisions will not be changed for a period of six   
years in any way adverse to the individuals who were directors, officers,       
employees, fiduciaries or agents of Bcom3 prior to the effective time of the    
Publicis/Bcom3 merger.                                                          

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Publicis and Bcom3 have agreed that prior to the effective time of the
Publicis/Bcom3 merger, Bcom3, and after the effective time of the Publicis/Bcom3
merger, Publicis and Philadelphia Merger Corp., will indemnify and hold harmless
to the fullest extent of the law:                                               

 - each present and former director and officer of Bcom3 and each of its
subsidiaries; and                                                 

     - each person who served at the request of Bcom3 or any of its subsidiaries
       as a director, officer, employee, trustee, partner, fiduciary or agent of
     another corporation, partnership, joint venture, pension trust or other
employee benefit plan or enterprise;                              

against all costs and expenses (including reasonable attorneys' fees),          
judgments, fines, losses, claims, damages, liabilities and settlement amounts   
paid in connection with any claim, action, suit, proceeding or investigation    
(whether arising before or after the effective time of the Publicis/Bcom3       
merger) arising out of or pertaining to any action or omission in their         
capacities as officers or directors, in each case occurring at or before the    
effective time of the Publicis/Bcom3 merger (including the transactions         
contemplated by the Publicis/Bcom3 merger agreement).                           

   Publicis also will cause to be maintained Bcom3's existing directors' and
officers' liability insurance policy, or a substitute policy reasonably         
satisfactory to the indemnified parties with at least the same coverage         
containing terms and conditions that are no less advantageous, which insures the
indemnified parties for any losses arising out of facts or events that occurred 
at or prior to the effective time of the Publicis/Bcom3 merger for not less than
six years after this effective time; provided that the aggregate annual premium 
for maintaining the insurance during the six-year period does not exceed 250% of
the current aggregate annual premium paid by Bcom3 (which current aggregate     
annual premium is approximately $440,000). If the aggregate annual premium      
exceeds 250% of the current aggregate annual premium paid by Bcom3, Publicis    
will provide the coverage then available at an annual premium of 250% of the    
current premium.                                                                

AMENDMENTS AND WAIVERS                                                          

   Any provision of the Publicis/Bcom3 merger agreement may be amended prior
to the effective time of the Publicis/Bcom3 merger if, and only if, the         
amendment is in writing and signed by the parties to the Publicis/Bcom3 merger  
agreement. After the approval of the Publicis/Bcom3 merger agreement by the     
Bcom3 stockholders, Publicis and Bcom3 have agreed that there will be no        
amendment that by law requires further approval by stockholders without the     
approval of Bcom3 stockholders.                                                 

  Any party to the merger agreement may extend the time for performance by
another party of its obligations under the merger agreement or otherwise waive  
compliance with provisions of the merger agreement if such extension or waiver  
is written and executed by the party or parties to be bound thereby.            

  Notwithstanding the foregoing, Bcom3 has agreed in the first step merger
agreement not to amend or waive any provision of the Publicis/Bcom3 merger      
agreement without the prior written consent of Dentsu, which consent shall not  
be unreasonably withheld.                                                       

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SUPPORT AGREEMENTS

BCOM3 SUPPORT AGREEMENT                                                         

    In connection with the execution and delivery of the Publicis/Bcom3 merger
agreement, Bcom3 entered into a voting agreement with Madame Elisabeth Badinter 
and Societe Anonyme Somarel (each of whom is a holder of Publicis ordinary      
shares), under which these Publicis shareholders have agreed to vote their      
Publicis ordinary shares in favor of the Publicis/Bcom3 merger and against any  
action that would impede the Publicis/Bcom3 merger. These Publicis shareholders 
collectively owned approximately 45% of the total voting power of Publicis      
ordinary shares outstanding as of June 18, 2002, the date of the Publicis       
shareholder meeting.                                                            

    The voting agreement prohibits, subject to limited exceptions, any of such
Publicis shareholders from selling, transferring, assigning, pledging,          
encumbering or otherwise disposing of any Publicis ordinary shares except for   
pledges to secure indebtedness.                                                 

The voting agreement also prohibits such Publicis shareholders from   
directly or indirectly negotiating with, soliciting, initiating or encouraging  
the submission of proposals or offers from, or providing information to, any    
person relating to an acquisition proposal with respect to Publicis.            

The voting agreement terminates upon the earliest to occur of the     
termination of the Publicis/Bcom3 merger agreement, the termination of the      
voting agreement by Bcom3 and the effective time of the Publicis/Bcom3 merger.  

PUBLICIS SUPPORT AGREEMENTS                                                     

    In connection with the execution and delivery of the Publicis/Bcom3 merger
agreement, Publicis and Philadelphia Merger Corp. entered into voting agreements
with each of Roy J. Bostock, Craig D. Brown, Richard B. Fizdale and Roger A.    
Haupt (each of such individuals is a member of Bcom3's board of directors) and  
Dentsu, under which these Bcom3 stockholders have agreed to vote their Bcom3    
common shares in favor of the Publicis/Bcom3 merger and against any action that 
would impede the Publicis/Bcom3 merger. These Bcom3 stockholders collectively   
own 31.2% of the total voting power of Bcom3's common stock outstanding as of   
August 20, 2002.                                                                

    The voting agreements prohibit, subject to limited exceptions, any of such
Bcom3 stockholders from selling, transferring, assigning, pledging, encumbering 
or otherwise disposing of any Bcom3 common shares.                              

    The voting agreements also prohibit each such Bcom3 stockholder (except in
such stockholder's capacity as a director, officer or employee of Bcom3 or as a 
voting trustee) from directly or indirectly negotiating with, soliciting,       
initiating or encouraging the submission of proposals or offers from, or        
providing information to, any person relating to an acquisition proposal with   
respect to Bcom3.                                                               

Each voting agreement terminates upon the earliest to occur of the    
termination of the Publicis/Bcom3 merger agreement, the termination of such     
voting agreement by Publicis and the effective time of the Publicis/Bcom3       
merger.                                                                         

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SHAREHOLDERS' AGREEMENTS, ALLIANCE AGREEMENT
AND ESCROW AGREEMENT

ALLIANCE AGREEMENT BETWEEN PUBLICIS AND DENTSU                                  

Pursuant to a memorandum of understanding between Publicis and Dentsu,
dated March 7, 2002, Publicis and Dentsu have agreed to form a strategic        
alliance for a 20-year term upon completion of the mergers on the following     
terms:                                                                          

     Publicis will cause its affiliates Saatchi & Saatchi and Zenith &
     Publicis to terminate in an orderly manner and with respect for its current
partners, within 12 to 18 months after the effective time of the      
     Publicis/Bcom3 merger, their respective current arrangements and agreements
   with partners in Japan. Publicis has agreed to terminate its arrangements
relating to possible acquisitions of advertising agencies in Japan.   

       Publicis will partner exclusively with Dentsu in Japan and will not
    initiate any new activity in Japan without prior consultation with Dentsu.

       Publicis companies will, as and when requested by Dentsu, represent
   Dentsu and its clients, subject to limitations imposed by client conflict
policies, in the Americas, Central, Eastern and Western Europe and    
Australia and New Zealand, provided that:                             

      - subject to conflict limitations, Dentsu may choose the member of the
     Publicis group it wishes to partner with to develop global client
relationships; and                                          

- where it is in the mutual interest of the parties, Dentsu will
         consolidate its existing business with the operations of the Publicis
      group in Europe and the Americas, on mutually acceptable terms and
conditions.                                                 

Dentsu will agree to consult with Publicis before making any
investments, initiating joint ventures or new ventures in Australia,  
     Central, Eastern and Western Europe, and the Americas, provided that Dentsu
and Publicis agree that:                                              

       - Dentsu may invest in such markets independently of Publicis if Dentsu
     determines that it is in its best interest to do so, and if it so
   determines it will inform Publicis of such determination before
entering into binding commitments therefor;                 

- Dentsu will not partner with the advertising companies WPP,   
Interpublic Group, Omnicom or Havas; and                    

- Publicis will not partner with the advertising companies WPP, 
Interpublic Group, Omnicom, Havas or Hakuhodo.              

        Publicis will agree to the continued expansion of the Dentsu Network
     in Asia and acknowledge the existing Dentsu partnership with WPP and Dentsu
Young & Rubicam, but Dentsu will agree not to expand such partnership.

        Dentsu and Publicis will agree to the mutual development of a global
media alliance on terms satisfactory to them respectively.            

      Dentsu and Publicis have agreed to share, on terms satisfactory to
them and to the extent permitted by relevant contractual obligations, 
   knowledge, research, and learning that can be used to develop and improve
services to multinational clients.                                    

          Publicis has agreed, whenever possible, to facilitate the continuation
    of certain business relationships between Dentsu and Leo Burnett following
the mergers.                                                          

         Dentsu and Publicis expect to conduct joint development activities of
     various communication businesses internationally, including, in particular,
sport marketing businesses where Dentsu is the global                 

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     leaders in the market, which may include the formation of one or more joint
ventures bearing the names of both Publicis and Dentsu.               

        Dentsu and Publicis have agreed to form an executive group to manage
the relationship described by this memorandum of understanding whose  
     members will be the CEO and COO of Publicis and two executives from Dentsu.
   Dentsu and Publicis have also agreed to keep each other informed, through
   the mechanism of the executive group, of their respective expansion plans
in Asia (excluding, in the case of Dentsu, Japan).                    

          The term of the strategic alliance agreement will be 20 years, subject
     to early termination by either party in the event that Dentsu ceases to own
   at least 10% of the outstanding Publicis ordinary shares by reason of the
transfer by Dentsu of any of its Publicis ordinary shares, or by the  
     failure of Dentsu to exercise its preemptive rights or any rights of Dentsu
    that would entitle it to subscribe for shares on the same terms and in the
same quantity as if it were exercising such preemptive right (droits  
preferentiels de souscription), in each case with respect to any new  
issuances of Publicis ordinary shares.                                

    Dentsu and Publicis have agreed that, if any of the arrangements
  contemplated by the memorandum of understanding would result in Dentsu's
inability to equity account for its investment in Publicis, Dentsu and
     Publicis will use their respective best efforts to adjust such arrangements
  to the extent necessary so as to permit Dentsu to equity account for its
   investment in Publicis, provided that the economic and legal substance of
    such adjusted arrangements will be substantially equivalent to that of the
 arrangements contemplated initially by the memorandum of understanding.

SHAREHOLDERS' AGREEMENT BETWEEN PUBLICIS AND DENTSU                             

Pursuant to a memorandum of understanding between Publicis and Dentsu,
dated March 7, 2002, Publicis and Dentsu have agreed to enter into a            
shareholders' agreement providing for the following principal terms:            

So long as Dentsu owns directly or indirectly not less than 10% of the
outstanding ordinary shares of Publicis (taking into account only diminutions in
Dentsu's ownership by reason of any transfer of Publicis ordinary shares by     
Dentsu or any failure by Dentsu to exercise its preemptive rights or any rights 
of Dentsu that would entitle it to subscribe to shares on the same terms and in 
the same quantity as if it were exercising such preemptive rights), Publicis    
will present to its shareholders one or several resolutions for the appointment 
of two members of the supervisory board of Publicis designated by Dentsu (one of
such designees to be a representative director of Dentsu) and such designees may
be replaced by Dentsu in its discretion. If the size of the Supervisory Board is
increased, the number of members that Dentsu may appoint will be increased so   
that Dentsu will be entitled to appoint a number of members of the supervisory  
board that is proportionate to its voting power in Publicis (rounded up to the  
nearest whole number).                                                          

   Until July 1, 2012, Dentsu will be subject to a "standstill" limiting its
ownership of Publicis shares to the number of shares that entitles it to 15% of 
the voting power of Publicis, and to other customary standstill provisions such 
as those provisions of the investment agreement dated as of March 14, 2000      
between Dentsu and Bcom3, which has been filed by Bcom3 with the SEC, subject to
exceptions no less (or more) favorable to Dentsu than those set out in the      
standstill provision of the investment agreement, except such provisions as     
would not be relevant in the context of the merger, the other provisions of the 
shareholders' agreement and the provisions of the contemplated shareholders'    
agreement between Dentsu and Madame Elisabeth Badinter. Notwithstanding the     
foregoing, Dentsu will be entitled to buy Publicis ordinary shares on the open  
market to the extent it has not been given by Publicis the opportunity to keep  
its level of voting power at 15% through the exercise of preemptive rights. To  
permit Dentsu to comply with this provision, Publicis will give notice to Dentsu
not later than the fifteenth day of each month of the total number of voting    
rights of all Publicis shareholders existing, to the best of its knowledge, as  
of the first day of such month.                                                 

   Publicis will present to its shareholder meetings such resolutions as may
be necessary or appropriate to protect Dentsu against any dilution resulting    
from a capital increase in cash to which Dentsu may not subscribe by using      
preemptive rights.                                                              

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Dentsu is contractually prohibited from holding in excess of 15% of   
Publicis's voting power once its registered shares attain double voting rights  
two years after the closing of the Publicis/Bcom3 merger.                       

Over time, Dentsu will be able to maintain its 15% voting interest in 
Publicis based on several factors. First, Dentsu will receive approximately 22% 
of the total ORAs and warrants issued in the merger, and thus 22% of the        
underlying ordinary shares to be issued over time upon redemption or exercise of
these securities. In addition, the Publicis ordinary shares to be held by Dentsu
in registered form will attain double voting right status two years after the   
closing. Furthermore, French corporate law and Dentsu's contractual arrangements
with Publicis protect Dentsu against dilution through preemptive rights, or, if 
the preemptive rights are waived with regard to specific share or convertible   
securities issuances, through subscription rights, and in any event through the 
right to purchase Publicis ordinary shares in the open market. This will allow  
Dentsu to sustain the 15% voting power that is required for the desired         
accounting treatment in Japan.                                                  

Until July 1, 2012, Dentsu will be prohibited from transferring any   
ordinary shares of Publicis. Thereafter, the transfer of ordinary shares of     
Publicis by Dentsu will be subject to restrictions that are substantially       
identical to those set out in the investment agreement, subject to modifications
necessary to reflect the structure of the Publicis/Bcom3 merger.                

  There is no current intent on the part of Publicis to shorten the period
during which Dentsu is subject to the "standstill" or to increase the number of 
Publicis shares that Dentsu may purchase.                                       

     The term of the shareholders' agreement will expire on July 1, 2012, unless
it is renewed for an additional term of 10 years by agreement of Dentsu and     
Publicis.                                                                       

Dentsu and Publicis have agreed that, if any of the arrangements      
contemplated by the memorandum of understanding would result in Dentsu's        
inability to equity account for its investment in Publicis, Dentsu and Publicis 
shall use their respective best efforts to adjust such arrangements to the      
extent necessary so as to permit Dentsu to equity account for its investment in 
Publicis, provided that the economic and legal substance of such adjusted       
arrangements will be substantially equivalent to that of the arrangements       
contemplated initially by the memorandum of understanding.                      

    Dentsu and Publicis have instructed their respective advisers to negotiate
and draft expeditiously a shareholders' agreement giving effect to the          
memorandum of understanding described herein. Absent the execution and delivery 
of such shareholders' agreement on or prior to the date of Bcom3 stockholders   
meeting, Dentsu and Publicis will continue to be bound by the terms of this     
memorandum of understanding.                                                    

SHAREHOLDERS' AGREEMENT BETWEEN ELISABETH BADINTER AND DENTSU                   

     Pursuant to a memorandum of understanding between Madame Elisabeth Badinter
and Dentsu, dated March 7, 2002, Madame Badinter and Dentsu have agreed to enter
into a shareholders' agreement providing for the following:                     

Dentsu will vote and will cause its representatives on the Publicis   
supervisory board to vote, unless such vote would expose such representatives of
Dentsu to legal liability:                                                      

  - to elect Madame Badinter (or any person designated by Madame Badinter)
chairperson (Presidente or President, as the case may be) of the  
supervisory board, and to maintain her or such person in office;  

 - to elect to the supervisory board and maintain in office such persons
designated by her; and                                            

- in favor of appointments of or changes in the members of management 
 (including the directoire) of Publicis proposed by Madame Badinter,
provided that Madame Badinter will have consulted Dentsu on such  
appointments or changes.                                          

    A special committee of the supervisory board will be created consisting of
members appointed by Madame Badinter and members appointed by Dentsu (e.g., two 
or three by Madame Badinter, one or two by Dentsu) and members appointed by the 
management of Publicis equal in number to the number of Dentsu's                
representatives, provided that Madame Badinter will appoint a majority of the   
members of the special committee. The special committee will examine all        
strategic decisions and determine the vote on matters on                        

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which Dentsu has agreed to vote as directed by Madame Badinter. The special     
committee will act, after consultation, by consensus of its members, or, in the 
absence of consensus, by a simple majority vote.                                

     So long as Dentsu owns not less than 10% of the outstanding ordinary shares
of Publicis (taking into account only diminutions in Dentsu's ownership by      
reason of any transfer of Publicis ordinary shares or any failure by Dentsu to  
exercise its preemptive rights or any rights of Dentsu that would entitle it to 
subscribe to shares on the same terms and in the same quantity as if it were    
exercising such preemptive rights), Madame Badinter and Somarel will vote, and  
Madame Badinter will cause Somarel to vote, the Publicis ordinary shares they   
then own to elect and maintain in office two members of the supervisory board   
chosen from among candidates designated by Dentsu or their respective           
replacements designated by Dentsu (one of such designees to be a representative 
director of Dentsu), provided that if Madame Badinter establishes at the time of
such election that any such designee (other than such representative director)  
lacks reasonably appropriate qualifications to serve as a member of the         
supervisory board, Dentsu will be entitled to designate a different person for  
election to the supervisory board. If the size of the supervisory board is      
increased, the number of members that Dentsu may appoint will be increased so   
that Dentsu will be entitled to appoint a number of members of the supervisory  
board that is proportionate to its voting power in Publicis (rounding up to the 
nearest whole number).                                                          

Dentsu will vote its Publicis ordinary shares at any such shareholders
meeting in its own discretion, except only as set forth below. After due        
consultation between Dentsu and Madame Badinter, Dentsu will vote its Publicis  
ordinary shares as directed by Madame Badinter on the following matters:        

- decisions to amend Publicis's charter to change Publicis's name or  
 headquarters, the number of members of the supervisory board or the
       management board (directoire), the duration of the terms in office of any
 such members, and the number of qualifying Publicis ordinary shares
required to be owned by any such member;                          

 - any merger, consolidation or similar business combination of Publicis
     with or into any other company as a result of which the shareholders of
 Publicis immediately prior to such business combination will have a
 majority of the outstanding votes and common equity interest of the
      surviving entity in such business combination, provided that Dentsu will
  vote in any event its Publicis ordinary shares as directed by Madame
  Badinter with respect to any merger of Somarel and/or the management
companies holding certain Somarel shares, with and into Publicis; 

  - declaration of dividends, so long as Madame Badinter directs Dentsu to
vote in favor of reasonable dividends that do not exceed 40% of   
Publicis's distributable profits for the applicable fiscal year;  

 - capital increases of less than 10% of the share capital or the voting
rights of Publicis where Dentsu is entitled to subscribe by using 
    preemptive rights, provided that the capital increases with respect to
      which Madame Badinter may direct Dentsu will not exceed in the aggregate
 10% of the capital of Publicis as constituted on March 7, 2002; and

  - reductions of share capital of Publicis resulting from cancellation of
shares pursuant to Publicis's stock repurchase program.           

     After due consultation between Dentsu and Madame Badinter, Dentsu will vote
its Publicis ordinary shares as it will determine on each of the following:     

    - decisions to issue securities giving right to more than 10% of the share
capital or of the voting rights of Publicis;                      

   - rights offerings without right to subscribe to, or participate in, such
offering;                                                         

- reserved capital increases to identified parties;                   

- public offers by Publicis of its securities with suppression of the 
      preferential rights of existing shareholders to subscribe, unless Dentsu
       has the right to participate in such offer in proportion to its ownership
of Publicis;                                                      

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- decisions to contribute or transfer assets to a third party, to the 
extent such decision is put to the shareholders; and              

- decisions to approve any related party transaction involving Madame 
Badinter or Dentsu or any other affiliate of Publicis.            

     In the event that members of the supervisory board designated by Dentsu are
members of the audit committee of the supervisory board, and (1) the statutory  
auditors of Publicis (Commissaires aux Comptes) present accounts certified by   
them, (2) any objections to such accounts raised by such Dentsu members of the  
audit committee are considered by such statutory auditors and answered by them, 
and (3) such statutory auditors maintain their certification of such accounts,  
then Dentsu will vote at the shareholders meeting in favor of the acceptance of 
such accounts.                                                                  

   Until July 12, 2012, Dentsu will not pledge or transfer Publicis ordinary
shares owned by Dentsu to any third party, except to comply with Dentsu's       
obligations set forth below. From July 12, 2012, Dentsu may transfer all or any 
portion of the Publicis ordinary shares held by it without restriction, except  
that:                                                                           

   - if Dentsu receives from a third party an offer to purchase any Publicis
       ordinary shares for cash, Madame Badinter will have the right to elect to
    purchase all but not part of such shares from Dentsu on the same terms
      within 45 days from the date of such offer. If Madame Badinter elects to
   purchase such shares, she must consummate the purchase within 20 days
from the date of expiration of the 45-day period.                 

    - if Dentsu wishes to sell any Publicis ordinary shares on the open market
    or to an underwriter or in another organized selling effort (such as a
  bookbuilding or a secondary offering), Madame Badinter will have the
       right to elect to purchase all but not part of such shares from Dentsu on
the same terms within 30 days from the date Dentsu notifies Madame
 Badinter of Dentsu's desire to sell such shares. If Madame Badinter
       elects to purchase such ordinary shares, she must consummate the purchase
within 20 days from the date of such election.                    

 Until July 12, 2012, Dentsu will be prohibited from owning, alone or in
concert, at any time more than a number of Publicis ordinary shares that        
entitles it to 15% of the voting power of Publicis, except as may be otherwise  
agreed with Publicis in the shareholders' agreement between Publicis and Dentsu.
For purposes of determining the 15% threshold, no ORAs (or ordinary shares      
issuable in respect thereof) or warrants issued with the OBSAs (or ordinary     
shares issuable in respect of such warrants) will be taken into account. Dentsu 
will not be deemed to have violated the foregoing prohibition (1) if Dentsu     
inadvertently or unintentionally exceeds the 15% level and, upon notice thereof 
from Publicis or Madame Badinter, Dentsu promptly reduces its ownership of      
shares of Publicis to the 15% level, or (2) to the extent Dentsu exceeds the 15%
level as a result of any repurchase of shares or other reduction of capital by  
Publicis. If Dentsu exceeds the 15% level for any reason, Dentsu will not vote  
at any shareholders meeting of Publicis such number of shares of Publicis owned 
by Dentsu that represents voting power in excess of 15% of the voting power of  
Publicis.                                                                       

Dentsu will not enter into any agreement concerning the direction and 
management of Publicis with any third party without the written permission of   
Madame Badinter. Without Dentsu's written permission, Madame Badinter will not  
enter into any agreement concerning the direction and management of Publicis    
with any third party that would result in Dentsu's being required to join in    
making a tender offer for Publicis. In case of a violation by Madame Badinter of
this provision, Dentsu may immediately, by notice, terminate the memorandum of  
understanding and the shareholders' agreement.                                  

Madame Badinter will cause her designees on the supervisory board of  
Publicis to comply with the provisions of the shareholders' agreement. Madame   
Badinter will use her best efforts to ensure that Dentsu will always be         
protected against any dilution from a capital increase of Publicis in cash to   
which Dentsu is not entitled to subscribe by using preemptive rights.           

The term of the shareholders' agreement will be 12 years, subject to  
renewal upon mutual agreement of the parties.                                   

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 Dentsu and Madame Badinter have agreed that, if any of the arrangements
contemplated in the memorandum of understanding would result in Dentsu's        
inability to equity account for its investment in Publicis, Dentsu and Madame   
Badinter shall use their respective best efforts to adjust such arrangements to 
the extent necessary so as to permit Dentsu to equity account for its investment
in Publicis, provided that the economic and legal substance of such adjusted    
arrangements will be substantially equivalent to that of the arrangements       
contemplated initially by the memorandum of understanding.                      

Dentsu and Madame Elisabeth Badinter have instructed their respective 
advisers to negotiate and draft expeditiously a shareholders' agreement giving  
effect to the memorandum of understanding described herein. Absent the execution
and delivery of such shareholders' agreement on or prior to the date of Bcom3   
stockholders meeting, Dentsu and Madame Elisabeth Badinter will continue to be  
bound by the terms of this memorandum of understanding.                         

ESCROW AGREEMENT AMONG DENTSU, PUBLICIS AND ELISABETH BADINTER                  

Pursuant to a letter agreement among Dentsu, Publicis and Elisabeth   
Badinter, dated March 7, 2002, Dentsu agreed to put in escrow a certain number  
of Publicis ordinary shares which it receives in the Publicis/Bcom3 merger. As  
a result of the Publicis/Bcom3 merger, Dentsu will hold, or have voting rights  
to, Publicis ordinary shares representing slightly in excess of 15% of          
Publicis's total voting power. Pursuant to the March 7 letter agreement, Dentsu 
will put a number of ordinary shares representing such excess voting power in   
escrow with a financial institution mutually acceptable to Dentsu, Publicis and 
Elisabeth Badinter. The escrow agreement that Dentsu enters into with such      
financial institution is to provide, among other things, that (1) as registered 
shares of Publicis held by shareholders other than Dentsu attain double voting  
rights, the escrow agent will release shares to Dentsu upon Dentsu's request    
solely to enable Dentsu to maintain 15% of the total voting power of Publicis   
ordinary shares and (2) the escrow agent will not vote the Publicis ordinary    
shares held in escrow.                                                          

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TRANSFER RESTRICTIONS ON PUBLICIS SECURITIES AND OTHER CONSIDERATION

TRANSFER RESTRICTIONS APPLICABLE TO FORMER CLASS A STOCKHOLDERS                 

  Under the Publicis/Bcom3 merger agreement, the Publicis ordinary shares,
usufruct interests, ORAs and warrants delivered to Class A stockholders in the  
Publicis/Bcom3 merger will be subject to the transfer restrictions described    
below.                                                                          

LETTER OF TRANSMITTAL                                                       

   In order to implement these transfer restrictions, Publicis, Bcom3 or the
exchange agent will send to each former Bcom3 Class A stockholder a letter of   
transmittal for use in the exchange of Class A common stock for the             
Publicis/Bcom3 merger consideration that is payable on Class A common stock.    
This letter of transmittal will set forth the agreement of the stockholder      
executing such letter to be bound by the restrictions on transfer described     
below. Upon delivery to the exchange agent of a letter of transmittal properly  
completed and signed by any such holder, the exchange agent will deliver to such
Class A stockholder the Publicis/Bcom3 merger consideration to which he or she  
is entitled. Until such time as any former holder of Class A common stock       
submits his or her properly completed and signed letter of transmittal, such    
stockholder will not receive his or her Publicis/Bcom3 merger consideration.    

   If any former holder of Class A common stock has not submitted a properly
completed and signed letter of transmittal to claim his or her Publicis/Bcom3   
merger consideration by the 30-month anniversary of the closing date of the     
Publicis/Bcom3 merger, the exchange agent will deliver to such stockholder on   
that date (1) Publicis ordinary shares; (2) cash in lieu of fractional shares;  
(3) any dividends or other distributions with respect to Publicis ordinary      
shares or usufruct interests; and (4) the net proceeds from the sale of the OBSA
notes, all in the amounts to which such stockholder is entitled under the       
Publicis/Bcom3 merger agreement. If any former holder of Class A common stock   
has not submitted a properly completed and signed letter of transmittal to claim
his or her Publicis/Bcom3 merger consideration by the 54-month anniversary of   
the closing date of the Publicis/Bcom3 merger, the exchange agent will deliver  
to such stockholder on that date (1) ORAs; (2) warrants; (3) cash in lieu of    
fractional ORAs and warrants; and (4) any dividends or other distributions with 
respect to ORAs, all in the amounts to which such stockholder is entitled under 
the Publicis/Bcom3 merger agreement.                                            

GENERAL                                                                     

     For purposes of this section, "transfer" means any transfer of the Publicis
securities received by the Class A stockholders, or of any interest in such     
Publicis securities, whether voluntarily or involuntarily made:                 

- by way of sale, gift or other disposition;                          

     - by way of pledge or hypothecation or the creation of a security interest;

- by way of attachment, levy or lien;                                 

- in connection with insolvency;                                      

     - in connection with a divorce, decree of separate maintenance or any other
arrangement for the adjustment of marital rights;                 

   - into, or out of, joint tenancy, tenancy in common, or tenancy by virtue
of community property or similar rights;                          

     - to any trustee, receiver, administrator, executor, custodian, or guardian
of an estate or property; or                                      

- into any trust, or in any form the effect of which, expressly or    
      constructively, would create a trust or a separation of the ownership of
    the Publicis securities into legal interests and beneficial interests.

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LOCK-UP                                                                     

    All of the Publicis ordinary shares, ORAs, warrants and usufruct interests
in Publicis ordinary shares to be received by Class A stockholders will         
initially be non-transferable subject to the exceptions described under the     
caption "-- Exceptions to Lock-up." These securities will become transferable   
(but will remain subject to the transfer terms and conditions described under   
the caption "-- Public Sales after Expiration of Lock-up") as follows:          

- blocks of 25% of the total number of Publicis ordinary shares to be 
      delivered to all former Class A stockholders will become transferable at
    the end of each of the 6-, 12-, 18- and 24-month periods following the
       closing date of the Publicis/Bcom3 merger; this includes the shares which
will result from the reversion of bare legal title to the usufruct
  holders at the end of the two-year term of the usufruct arrangement,
     which shares will be allocated to the last 25% block and will therefore
    be transferable immediately upon reversion (the corresponding usufruct
 interests that Bcom3 Class A stockholders will hold in these shares
during the two-year period will not be transferable).             

   - blocks of 25% of the total number of ORAs to be delivered to all former
     Class A stockholders will become transferable at the end of each of the
  30-, 36-, 42- and 48-month periods following the closing date of the
Publicis/Bcom3 merger; and                                        

- blocks of 25% of the total number of warrants to be delivered to all
     former Class A stockholders will become transferable at the end of each
     of the 30-, 36-, 42- and 48-month periods following the closing date of
the Publicis/Bcom3 merger.                                        

The expiration of the transfer restrictions provided for above shall  
benefit all former Class A stockholders on a pro rata basis according to the    
number of each type of Publicis securities held by each such person immediately 
after the effective time of the Publicis/Bcom3 merger. If, however, at any given
time any of such persons is otherwise not permitted to transfer any of its      
Publicis securities at such time because of separate contractual obligations to 
Publicis that specifically waive the right to be included in such pro rata      
determination, then the Publicis securities held by such person shall not be    
included in such pro rata determination.                                        

Publicis may elect in its sole discretion to increase the amount of   
securities that become transferable in any block, but the amount of securities  
that become transferable in the subsequent block (or blocks, if necessary) will 
be correspondingly reduced. For example, if Publicis allows 30% of the Publicis 
ordinary shares to become transferable during one such six-month period, only   
20% of the Publicis ordinary shares is required to become transferable in the   
following period. If Publicis subdivides or combines its outstanding ordinary   
shares, ORAs or warrants such that a larger or smaller number of these          
securities is outstanding after such an event, the number of securities eligible
for transfer in each block will be appropriately adjusted. Any securities as to 
which the lock-up has expired will be freely transferable, except that sales by 
a stockholder of such securities on any securities exchange or public quotation 
system (which we refer to as a "public sale") will need to comply with the      
procedures described under the caption "-- Public Sales after Expiration of     
Lock-up."                                                                       

   The former Class A stockholders will hold the Publicis securities in pure
registered form (nominatif pur) with Euro Emetteurs Finance (or EEF), Publicis's
transfer agent, until the applicable lock-up periods expire.                    

   None of the transfer restrictions described in this section will apply to
any Publicis ordinary shares issued upon the redemption of ORAs or upon exercise
of the warrants or to any Publicis securities which are not included in the     
Publicis/Bcom3 merger consideration.                                            

   There is no current intent on the part of Publicis to shorten the lock-up
periods or release holders from the lock-ups early. Any decision to shorten     
lock-up periods or release holders from the lock-ups early would be made by     
Publicis's management.                                                          

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EXCEPTIONS TO LOCK-UP                                                       

     The transfer restrictions described above in this section will not apply to
the following transfers:                                                        

- gifts or other transfers for estate planning purposes;              

- gifts to charitable organizations;                                  

  - transfers to other former Class A stockholders for value or by a gift;

    - transfers to a bank or financial institution as collateral, by pledge or
otherwise; and                                                    

- involuntary transfers occurring by operation or requirement of law; 

provided that the transferee agrees in writing to hold the Publicis securities  
in pure registered form (nominatif pur) with EEF until the applicable lock-up   
periods expire, to be bound by the transfer restrictions described in this      
section and not to enter into hedging transactions with respect to Publicis     
ordinary shares in connection with or related to such transfer. Copies of this  
agreement by the transferee must be provided to the transfer agent and Publicis 
at the time of transfer.                                                        

    In addition, the transfer restrictions described above will also not apply
to sales of securities into a public tender offer (offre publique d'achat ou    
d'echange) or as part of the sale of Publicis, whether by merger, consolidation 
or otherwise.                                                                   

A former Class A stockholder who desires to transfer any Publicis     
securities that are still subject to the lock-up in reliance on any of the above
exceptions will have to instruct the transfer agent accordingly. The instruction
will have to specify the name of the transferee and the applicable exception to 
the lock-up. A copy of the transfer instruction will have to be sent to         
Publicis.                                                                       

PUBLIC SALES AFTER EXPIRATION OF LOCK-UP                                    

 Any public sales by a former Class A stockholder of Publicis securities
after expiration of the applicable lock-up described above will need to comply  
with the orderly marketing procedures described below. These procedures do not  
apply to any private sales of Publicis securities.                              

Starting on the five-month anniversary of the closing date of the     
Publicis/Bcom3 merger, and continuing on each monthly anniversary thereafter    
through the 53-month anniversary of such closing date, a polling agent (which   
will be Publicis or a financial institution appointed by Publicis and reasonably
acceptable to the "stockholders committee" described below) will poll former    
Class A stockholders to determine the number and type of such Publicis          
securities that each such person desires to sell in a public sale within the    
approximately 30-day period beginning on the upcoming monthly anniversary of the
closing date and ending on the following monthly anniversary of the closing date
(the "effective period"), and the minimum price at which such stockholder would 
be willing to sell. Any former Class A stockholder who desires to sell any such 
Publicis securities in a public sale within the effective period needs to       
deliver within 15 days after the poll date a written response to the polling    
agent providing the requested information. If a stockholder does not deliver a  
timely response, he or she will not be eligible to make a public sale of such   
Publicis securities within the effective period and will need to wait until the 
next monthly poll.                                                              

With respect to any ORAs or warrants that former Class A stockholders 
indicate they are willing to sell, if an "active public market" exists for these
securities, Publicis has a right of first refusal, exercisable until 20 days    
after the poll date, to purchase, in whole or in part, such ORAs or warrants on 
the upcoming monthly anniversary of the closing at the official closing price of
the security on Euronext on the date the right is exercised, subject to any     
minimum sales price indicated by each stockholder. If no "active public market" 
exists for the ORAs and warrants that the former Class A stockholders are       
willing to sell, Publicis will have the right to make an offer to the former    
Class A stockholders within 20 days of the poll date to purchase their ORAs and 
warrants at a specified price, which the stockholders may accept until the 25th 
day after the poll date. If a stockholder does not accept Publicis's offer, he  
or she may sell the securities subject to such offer but not tendered to        
Publicis either in the proposed sale for the following month (described below)  
or, to the extent there is no proposed sale, in any public sale (subject to the 
limitations on public sales described below), provided that the stockholder     
sells such securities in a public sale at a price higher than Publicis's offer. 
If                                                                              

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Publicis elects to purchase some but not all of the securities which former     
Class A stockholders are offering to sell, then Publicis will purchase the      
securities it is willing to buy on a pro rata basis according to the number of  
Publicis securities offered by each selling stockholder. An "active public      
market" means, with respect to any security on any given date, that at least two
million euros worth in the aggregate of such security was traded on Euronext by 
parties unaffiliated with Publicis in bona fide arms-length transactions during 
the five consecutive trading days immediately preceding such date.              

With respect to any monthly poll, if the aggregate number of Publicis 
securities that all former Class A stockholders desire to sell within the       
related effective period (excluding any Publicis securities that Publicis has   
elected or offered to purchase as described above) represents fewer than the    
equivalent of 1.4 million Publicis ordinary shares, all such Publicis securities
may be freely sold in a public sale during the applicable effective period      
without further compliance with any orderly marketing procedures.               

In the event that the 1.4 million share threshold is exceeded, the    
following orderly marketing procedures will apply, provided that any stockholder
who is not notified within 20 days of the polling date as to the terms of any   
proposed sale (to the extent he or she has timely delivered a written response  
to the polling agent indicating an intent to sell Publicis securities) need not 
comply with the following procedures. Designated investment banks will evaluate 
market conditions and determine the appropriate method for sale and amount of   
Publicis securities to be sold, consistent with maximizing the sale price and   
amount of Publicis securities to be sold (which shall represent at least the    
equivalent of 1.4 million Publicis ordinary shares). The investment banks may   
consider a number of different methods of sale. Securities may be offered in    
underwritten public offerings, to or through brokers or dealers who may act as  
principal or agent, or in one or more negotiated transactions. Securities may be
offered at various prices, including at fixed prices, at prevailing market      
prices at the time of sale, at prices related to prevailing market prices, or at
negotiated prices. The markets for the securities likely will be in Europe, but 
could include other markets.                                                    

The designated investment banks will be Lazard Freres (or another     
internationally-recognized investment bank designated by Publicis with the      
consent of the Bcom3 stockholders committee, which may not be unreasonably      
withheld) and Morgan Stanley (or another internationally-recognized investment  
bank designated by the Bcom3 stockholders committee with the consent of         
Publicis, which may not be unreasonably withheld). The Bcom3 stockholders       
committee will be a committee consisting initially of the four Bcom3 Class A    
stockholders who, immediately prior to the effective time of the mergers, hold  
the greatest number of shares of Class A common stock. Any action by the        
stockholders committee will require the approval of a majority of its members   
then in office. The stockholders committee, acting by such majority, will have  
the power to remove any member, increase or decrease the size of the            
stockholders committee, fill vacancies and adopt its own internal organization  
and decision-making procedures.                                                 

   Within 20 days after the poll date, the polling agent will notify holders
who expressed a desire to sell of the material terms of the proposed sale,      
including any applicable fees or sales commissions (which shall be reasonable   
and customary). Each holder will have until the upcoming monthly anniversary of 
the closing date to deliver an acceptance notice indicating the number and type 
of Publicis securities that such person wants to include in the sale (which     
shall not exceed the number and type indicated by such person in the initial    
poll) and the minimum price at which he or she would be willing to sell. Any    
holder who does not deliver a timely acceptance notice will not participate in  
the proposed sale, will not be eligible to make a public sale of Publicis       
securities within the effective period, and will need to wait until the next    
monthly poll.                                                                   

     The investment banks will complete the proposed sale as soon as practicable
after the upcoming monthly anniversary of the closing date. The sale will       
include all Publicis securities covered in any acceptance notice that contains  
terms (e.g., minimum price) consistent with sale, subject to pro rata cutbacks  
if the amount requested to be sold exceeds the actual amount to be sold. Any    
excess Publicis securities that are not sold in the proposed sale will be given 
priority in the next proposed sale. If the sale is not completed within 10 days 
of the upcoming monthly anniversary of the closing date, any person who would   
otherwise have participated in such sale will be free for the remainder of the  
applicable effective period to make a public sale of his or her Publicis        
securities, provided that the amount of securities sold in public sales by such 
person in the remainder of the effective period shall not exceed his or her pro 
rata portion of the difference between the equivalent of                        

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1.4 million shares and the actual number of securities sold in the proposed     
sale. Stockholders shall, in any event, be permitted to make public sales of the
Publicis securities in an amount up to the equivalent of 1.4 million ordinary   
shares during any month (but the amount of all Publicis securities publicly sold
in any month by the stockholders in the aggregate shall not exceed the          
equivalent of 1.4 million shares except for sales pursuant to the terms of the  
orderly marketing arrangements, including, without limitation, through a        
proposed sale organized by the investment banks).                               

   With respect to any proposed sale that involves an underwritten offering,
Publicis will have the right to select the managing or lead underwriter and to  
delay the offering for a period of up to 60 days if it would materially         
interfere with any material corporate event of Publicis.                        

Selling stockholders will be responsible for all fees and expenses in 
connection with any such sale.                                                  

The orderly marketing procedures for the ordinary shares expire on the
30-month anniversary of the closing date of the mergers and the orderly         
marketing procedures for the ORAs and warrants expire on the 54-month           
anniversary of the closing date of the mergers.                                 

  Notwithstanding the above, if at any time any former Class A stockholder
wants to make a public sale outside the poll process of any Publicis securities 
that are no longer subject to a lock-up but are still subject to the orderly    
marketing procedures, such person may contact the polling agent. The polling    
agent will permit such sale so long as it would not result in the 1.4 million   
share threshold being exceeded during the current effective period and would not
interfere with any proposed sale.                                               

TRANSFER RESTRICTIONS APPLICABLE TO DENTSU                                      

   For a description of the transfer restrictions applicable to the Publicis
ordinary shares and other Publicis securities to be received by Dentsu in the   
Publicis/Bcom3 merger, see "Shareholders' Agreements, Alliance Agreement and    
Escrow Agreement."                                                              

RESTRICTIONS ON TRANSFER OF RIGHT TO RECEIVE NET PROCEEDS FROM THE SALE OF THE  
DEBT PORTION OF THE OBSAS                                                       

     Each Bcom3 stockholder's right to receive the net proceeds from the sale of
the debt portion of the OBSAs will not be transferable by such stockholder,     
provided that this obligation will not prohibit any involuntary transfer        
occurring by operation or requirement of law.                                   

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DIRECTORS AND SENIOR MANAGEMENT OF PUBLICIS AFTER THE MERGERS 

     Publicis has a two-tier management structure pursuant to which a management
board (directoire) manages the day-to-day affairs under the general supervision 
of a supervisory board (conseil de surveillance), the members of which are      
elected by the shareholders. The members of the management board are also       
Publicis's senior managers. Publicis's management board and supervisory board   
vote separately to approve transactions related to Publicis. Depending on the   
nature of an action to be taken, approval of either only the management board or
the supervisory board alone, or of both the management board and the supervisory
board, are required. Generally, extraordinary actions specified in the French   
Commercial Code and Publicis's statuts have to be approved by both the          
management board and the supervisory board. For more details on the authority of
the boards, see "Comparative Rights of Publicis Shareholders and Bcom3          
Stockholders." We refer to members of the supervisory board and management board
collectively as "directors."                                                    

SUPERVISORY BOARD                                                               

   Upon completion of the mergers, the size of the supervisory board will be
increased to 15, and two nominees of Dentsu, Yutaka Narita and Fumio Oshima,    
will be appointed as members of the supervisory board. The following table sets 
forth, for each member of Publicis's supervisory board after completion of the  
mergers, the member's current function in Publicis and principal business       
activities outside of Publicis, the date the member's current term of office is 
scheduled to expire and the date the member joined the supervisory board.       

                                                        [Enlarge/Download Table]
                                                                                              
ELISABETH BADINTER                                                                            
Initially Appointed................ November 1987 (appointed as Chair of the Supervisory Board
                                    in April 1996)                                            
Expiration Date of Current Term.... June 2006                                                 
Principal Function in Publicis..... Chair, Supervisory Board                                  
                                    Chair, Supervisory Board of Medias & Regies Europe        
Principal Business Activities                                                                 
  Outside Publicis................. Lecturer, Ecole Polytechnique and author, Chair of Somarel

ROBERT BADINTER                                                                               
Initially Appointed................ June 1996                                                 
Expiration Date of Current Term.... June 2008                                                 
Principal Function in Publicis..... Director                                                  
Principal Business Activities                                                                 
  Outside Publicis................. Professor Emeritus, University of Paris I                 
                                    (Pantheon-Sorbonne)                                       

SIMON BADINTER                                                                                
Initially Appointed................ June 1999                                                 
Expiration Date of Current Term.... June 2005                                                 
Principal Function in Publicis..... Director                                                  
                                    Director and Director of Development of Medias & Regies   
                                    Europe (U.S.A.)                                           
                                    Chair and Chief Executive Officer of Medias & Regies      
                                    America Inc. (U.S.A.)                                     
                                    Director of International Development Medias & Regies     
                                    (Europe)                                                  
                                    Member of Management Board of Metrobus, Intervoz          
                                    Publicidade SA, Gestion Omni Media Inc. (Canada) and Omni 
                                    Cleveland Inc. (U.S.A.)                                   
Principal Business Activities                                                                 
  Outside Publicis................. Member of the Management Board of Somarel                 

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MONIQUE BERCAULT                                                                               
Initially Appointed................ June 1998                                                  
Expiration Date of Current Term.... June 2004                                                  
Principal Function in Publicis..... Director                                                   
                                    Technical Consultant to the Chair of Medias & Regies Europe
Principal Business Activities                                                                  
  Outside Publicis................. None                                                       

MICHEL CICUREL                                                                                 
Initially Appointed................ June 1999                                                  
Expiration Date of Current Term.... June 2004                                                  
Principal Function in Publicis..... Director                                                   
Principal Business Activities                                                                  
  Outside Publicis................. Chair of the Management Board of Compagnie Financiere      
                                    Edmond de Rothschild Banque and Compagnie-Financiere       
                                    Saint-Honore                                               
                                    Chair of the Board of e-Rothschild Services                
                                    Director of Francarep                                      
                                    Member of the Board of Banque de Gestion Edmond de         
                                    Rothschild (Monaco), Banque Privee Edmond de Rothschild    
                                    (Geneva), LCF Rothschild Limited (London), Compagnie       
                                    Financiere Holding Edmond et Benjamin de Rothschild        
                                    (Geneva), Compagnie de Tresorerie Benjamin de Rothschild   
                                    (Geneva), Bouygues Telecom, Cdb Web Tech (Italy), Cir      
                                    International (Luxembourg) and Rexecode                    
                                    Permanent representative of Compagnie Financiere Edmond de 
                                    Rothschild Banque on the board of Assurances Saint-Honore, 
                                    Bollore Investissement, E. de Rothschild Corporate Finance,
                                    LCF Rothschild Asset Management, LCF Rothschild Financial  
                                    Services and Equity Vision                                 
                                    Permanent representative of Compagnie-Financiere           
                                    Saint-Honore on the board of Cogifrance, Compagnie de      
                                    Conseils des Assurances Saint-Honore and FCC (BFM)         
                                    Member of the Silent Board of Rothschild & Cie Banque      

MICHEL DAVID-WEILL                                                                             
Initially Appointed................ June 1990                                                  
Expiration Date of Current Term.... June 2008                                                  
Principal Function in Publicis..... Director                                                   
Principal Business Activities                                                                  
  Outside Publicis................. Chairman of Lazard                                         
                                    Chairman and Chief Executive Officer of Lazard Freres      
                                    Banque                                                     
                                    Chairman and Managing Director of Maison Lazard SAS        
                                    Managing Director of Lazard Freres SAS                     
                                    Managing Director of Lazard Freres & Co. LLC (U.S.A.) and  
                                    Lazard Brothers & Co. Ltd (U.K.)                           
                                    Managing Partner of Partena and Partemiel                  
                                    Manager of Parteman and Parteger                           
                                    Member of the Board of Eurazeo and Fond Partenaires Gestion
                                    Chairman of the Board of Rue Imperiale                     
                                    Vice President and Director of the Danone Group            
                                    Member of Investment Advisory Board of Corporate Advisors  
                                    LP (U.S.A.)                                                

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SOPHIE DULAC                                                                                   
Initially Appointed................ June 1998 (appointed as Vice President in June 1999)       
Expiration Date of Current Term.... June 2004                                                  
Principal Function in Publicis..... Director, Vice President                                   
Principal Business Activities                                                                  
  Outside Publicis................. Manager -- Sophie Dulac Productions                        
                                    Chair of the Board of Les Ecrans de Paris                  

YUTAKA NARITA                                                                                  
Initially Appointed................ Upon consummation of Publicis/Bcom3 merger                 
Expiration Date of Future Term..... June 2008                                                  
Future Principal Function                                                                      
  in Publicis...................... Director                                                   
Principal Function in Dentsu....... Chairman & CEO                                             
Principal Business Activities                                                                  
  Outside Dentsu................... President of Japan Advertising Agencies Association        
                                    Chairman of The Tokyo Chamber of Commerce and Industry     
                                    Tokyo Renovation Committee                                 

FUMIO OSHIMA                                                                                   
Initially Appointed................ Upon consummation of Publicis/Bcom3 merger                 
Expiration Date of Future Term..... June 2008                                                  
Future Principal Function                                                                      
  in Publicis...................... Director                                                   
Principal Function in Dentsu....... Executive Vice President                                   
Principal Business Activities                                                                  
  Outside Dentsu................... Member of the Northwestern University Advisory Board       
                                    Member of the Pacific Asian Management Institute Global    
                                    Advisory Board                                             

HELENE PLOIX                                                                                   
Initially Appointed................ June 1998                                                  
Expiration Date of Current Term.... June 2004                                                  
Principal Function in Publicis..... Director                                                   
Principal Business Activities                                                                  
  Outside Publicis................. Chair of Pechel Industries, Member of the Board of Lafarge,
                                    Aquarelle.com Group, The Boots Company (U.K.), Ferring BV  
                                    (Switzerland)                                              
                                    Permanent representative of Pechel Industries on the Board 
                                    of Financiere d'Or, Quinette Gallay, IDM, CVBG, Panoranet, 
                                    CoSpirit, Xiring and Homerider                             

FELIX GEORGE ROHATYN                                                                           
Initially Appointed................ June 2001                                                  
Expiration Date of Current Term.... June 2007                                                  
Principal Function in Publicis..... Director                                                   
Principal Business Activities                                                                  
  Outside Publicis................. Chair of Aton Pharma Inc., Director of Comcast Corporation 
                                    and Fiat SpA                                               
                                    Member of the Board of Suez and LVMH Moet Hennessy Louis   
                                    Vuitton                                                    

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ROBERT SEELERT                                                                                 
Initially Appointed................ June 1998                                                  
Expiration Date of Current Term.... June 2004                                                  
Principal Function in Publicis..... Director, Chair of Saatchi & Saatchi plc                   
Principal Business Activities                                                                  
  Outside Publicis................. None                                                       

AMAURY-DANIEL DE SEZE                                                                          
Initially Appointed................ June 1998                                                  
Expiration Date of Current Term.... June 2004                                                  
Principal Function in Publicis..... Director                                                   
Principal Business Activities                                                                  
  Outside Publicis................. Chair of COBEPA                                            
                                    Member of the Board of Eiffage, International Metal        
                                    Service, Groupe Bruxelles Lambert, Groupe Industriel Marcel
                                    Dassault, GIB Group, Power Corporation du Canada and       
                                    Pargesa Holding SA                                         
                                    Director of Gras Savoye                                    

HENRI-CALIXTE SUAUDEAU                                                                         
Initially Appointed................ November 1987                                              
Expiration Date of Current Term.... June 2006                                                  
Principal Function in Publicis..... Director of Publicis Conseil                               
                                    Director of Publicis Real Estate Department                
Principal Business Activities                                                                  
  Outside Publicis................. None                                                       

GERARD WORMS                                                                                   
Initially Appointed................ June 1998                                                  
Expiration Date of Current Term.... June 2004                                                  
Principal Function in Publicis..... Director                                                   
Principal Business Activities                                                                  
  Outside Publicis................. Managing Partner of Rothschild et Cie Banque and Rothschild
                                    et Cie                                                     
                                    Chair of Chaine Thematique Histoire, S.G.I.M.              
                                    Member of the Board of Metropole Television, ODEO          
                                    Degremont, Mercapital S.A., Paris-Orleans, SIACI and       
                                    Editions Atlas                                             
                                    Director of Francarep                                      

Elisabeth Badinter, born on March 5, 1944, is the daughter of Marcel  
Bleustein-Blanchet. Ms. Badinter is a philosopher and lecturer at the Ecole     
Polytechnique, and is the author of numerous books. She has been a member of    
Publicis's supervisory board since 1987 and its chair since 1996.               

Robert Badinter, born on March 30, 1928, is the husband of Elisabeth  
Badinter. Mr. Badinter has served as the president of France's Constitutional   
Court. He has also been a practicing attorney. He is now a professor of law at  
the University of Paris I (Pantheon Sorbonne).                                  

     Simon Badinter, born on June 23, 1968, is the son of Elisabeth Badinter and
Robert Badinter. Mr. Badinter joined Medias & Regies Europe 1991. He was        
appointed director of Medias & Regies Europe's international business           
development department in 1996.                                                 

     Monique Bercault, born on January 13, 1931, has held a variety of positions
with our company since joining Publicis in 1953. In 1972, she was named head of 
human resources at the predecessor company of Medias & Regies Europe.           

    Michel Cicurel, born on September 5, 1947, is currently chair of Compagnie
Financiere Edmond de Rothschild Banque and Compagnie-Financiere Saint-Honore. He
was previously a senior official in the French Treasury Department, after which 
he served as deputy general manager of Compagnie Bancaire,                      

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general manager of Cortal Bank, president of Dumenil-Leble Bank and             
administrator, general manager and vice president of Cerus.                     

     Michel David-Weill, born on November 23, 1932, has held a variety of senior
positions in the Lazard group, which he joined in 1961. Among other things, he  
is currently Chairman of Lazard, Chairman of the board of Lazard LLC, the parent
company of Lazard Freres & Co. LLC, and a Managing Director of Lazard Freres &  
Co. LLC. Lazard Freres & Co. LLC is Publicis's financial advisor in connection  
with the mergers. He is also currently a vice president and director of the     
Danone Group.                                                                   

     Sophie Dulac, born on December 26, 1957, is the niece of Elisabeth Badinter
and granddaughter of Marcel Bleustein-Blanchet. Ms. Dulac is the founder and    
manager of a recruitment counselling company. She has been a member of          
Publicis's supervisory board since 1997 and a vice president of Publicis since  
1999.                                                                           

    Yutaka Narita, born on September 19, 1929, joined Dentsu in 1953. In 1971,
he became Director of Newspaper/Magazine Division and later Director of one of  
Dentsu's Account Services Divisions. Since he became a member of the Dentsu     
Board of Directors in 1981, he served as Managing Director from 1983-1989 and   
was subsequently promoted to Senior Managing Director. In 1993 he became the    
ninth President of Dentsu, and, as of June 27, 2002, he became Chairman and CEO 
of Dentsu.                                                                      

  Fumio Oshima, born on August 19, 1937, has served as a director of Bcom3
since March 2000. Mr. Oshima has served as Managing Director of Dentsu since    
1997 and Managing Director of Dentsu International Business Headquarters since  
1999. He was appointed Senior Managing Director of Dentsu in June 2000, and, as 
of June 27, 2002, he was promoted to Executive Vice President of Dentsu.        
Previously, Mr. Oshima was Managing Director of an Account Planning Group and   
Executive Director of the Asian region. He has sat on the Dentsu Board of       
Directors since 1995.                                                           

  Helene Ploix, born on September 25, 1944, has served as president of the
Banque Industrielle et Mobiliere Privee, adviser to the French Prime Minister,  
director of the International Monetary Fund and the World Bank, deputy general  
manager of the Caisse des Depots et Consignations and president of the Caisse   
Autonome de Refinancement and CDC Participations. She has been president of     
Pechel Industries since 1997.                                                   

   Felix George Rohatyn, born on May 29, 1928, served as the U.S. Ambassador
to France from 1997 until 2000. He had previously been a managing director of   
Lazard Freres and Company. He joined Lazard Freres in 1948 and became a partner 
there in 1961. From 1968 to 1972, he also served as a member of the Board of    
Governors of the New York Stock Exchange. From 1975 to 1993, he was chair of the
Municipal Assistance Corporation of the City of New York.                       

 Robert Seelert, born on September 1, 1942, worked from 1966 to 1989 for
General Foods Corporation, serving as president and chief executive officer of  
its Worldwide Coffee and International Foods subsidiary from 1986 until 1989. He
served as president and chief executive officer of Topco Associates, Inc. from  
1989 to 1991 and held the same positions for Kayser Roth Corporation from 1991  
to 1994. He became chief executive officer of Cordiant in 1995 and took the same
position with Saatchi & Saatchi in 1997. He was appointed chair of Saatchi &    
Saatchi in 1999.                                                                

   Amaury-Daniel De Seze, born on May 7, 1946, has held senior operating and
management positions in a number of major companies. He was appointed general   
manager of Volvo France in 1981 and served as chair from 1986 to 1993. From 1990
to 1993, he was also president of Volvo's European operations, senior vice      
president of AB Volvo and a member of the executive committee of the Volvo group
(AB Volvo). He has served on the boards of the French Postal Service, Schneider,
Sema Group, Bruxelles Lambert Group, Poliet, Clemessy, Compagnie de Fives Lille 
and Eiffage, among others.                                                      

   Henri-Calixte Suaudeau, born on February 4, 1936, joined Publicis in 1989
and served as president of Publicis's drugstore subsidiary until 1999. Prior to 
1989, he was an estate administrator and real estate valuation consultant for   
the French court system. He has led Publicis' real estate department since 1997.

Gerard Worms, born on August 1, 1936, began his career as a technical 
adviser in the French civil service. Beginning in 1972, he held general         
management positions at the Hachette Group, the Rhone Poulenc                   

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Group and then at the Societe Generale de Belgique. From 1990 to 1995, he served
as Chair and Chief Executive Officer of the Compagnie de Suez and chair of the  
Indosuez Bank. From 1995 to 1999, he was chair of the Conseil des Commanditaires
of Rothschild et Cie Banque (Paris).                                            

MANAGEMENT BOARD                                                                

 Upon completion of the mergers, the size of Publicis's management board
will be increased to five, and Roger A. Haupt will be appointed as a member of  
the management board. The following table sets forth, for each member of the    
management board after completion of the mergers, the member's current or future
function in Publicis and principal business activities outside of Publicis, the 
date the member's term of office is scheduled to expire and the date the member 
joined the management board.                                                    

                                                        [Enlarge/Download Table]

                                                                                            
MAURICE LEVY                                                                                
Initially Appointed............ November 1987                                               
Expiration Date of Current                                                                  
  Term......................... December 2003                                               
Principal Function in                                                                       
  Publicis..................... Chair of the Management Board                               
                                Chair and Chief Executive Officer of Publicis Conseil, MLMS,
                                Publicis.Net, Inc. (U.S.A.), Publicis USA Holdings, Inc.    
                                (U.S.A.)                                                    
                                Vice President of the Supervisory Board of Medias & Regies  
                                Europe                                                      
                                Member of the Board of Publicis.Eureka (Singapore),         
                                Publicis.Romero (Mexico), Publicis Communication (South     
                                Africa), Publicis Johannesburg (South Africa), Publicis Cape
                                Town (South Africa), Publicis.Capurro (Argentina), Publicis 
                                Communications (Australia), Publicis Communications (New    
                                Zealand), Publicis (Canada), Publicis.Unitros (Chile),      
                                Publicis.Welcomm (Korea), Publicis.Ariely (Israel), Publicis
                                USA Holdings, Inc. (U.S.A.), Fallon Worldwide (U.S.A.),     
                                Frankel (U.S.A.), Publicis & Hal Riney (U.S.A.),            
                                Publicis.Wet Desert (Malaysia), Publicis.Pakistan (Paki-    
                                stan), Publicis.Ad-Link (China), Publicis Casadevall Pedreno
                                (Spain) and Publicis MMS (U.K.)                             
                                Director of Publicis Centre Media and Cereol                
                                Manager of MLMS Gestion                                     
                                Permanent Representative of Publicis Groupe SA on the board 
                                of Publicis Technology                                      
                                Permanent Representative of Publicis Conseil on the board of
                                Verbe                                                       
                                Permanent Representative of Publicis.net, Inc. on the board 
                                of Publicis e.brand                                         
                                Permanent Representative of MLMS Gestion on the board of    
                                MLMS 2                                                      
Principal Business Activities                                                               
  Outside Publicis............. None                                                        

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BRUNO DESBARATS-BOLLET                                                                     
                                                                                           
Initially Appointed............ November 1987                                              
Expiration Date of Current                                                                 
  Term......................... December 2003                                              
Principal Function in                                                                      
  Publicis..................... Director                                                   
                                Chief Executive Officer of Medias & Regies Europe          
                                Director of MLMS 2                                         
                                Member of the Board of MLMS and S.O.P.A.C.T.               
                                Member of the Management Committee of SAS Le Monde 2       
                                Publicite and SAS 1-Regie.com                              
                                Manager of Regie 1, Espaces Liberation, Regiscope and      
                                Consumer Medias                                            
                                Permanent Representative of Medias & Regies Europe on the  
                                board of Le Monde Publicite, SO.MU.PI, SAS Groupe Publicis 
                                Services, Intervoz Publicidade (Portugal), Metrobus,       
                                Mediavision SA, Promo Metro, S.M.A., SODEX and S.P.P.      
Principal Business Activities                                                              
  Outside Publicis............. None                                                       

ROGER A. HAUPT                                                                             
Initially Appointed............ Upon consummation of Publicis/Bcom3 merger                 
Expiration Date of Future                                                                  
  Term......................... December 2003                                              
Future Principal Function in                                                               
  Publicis..................... President and Chief Operating Officer                      
Principal Function in Bcom3.... Chairman and Chief Executive Officer                       
Principal Business Activities                                                              
  Outside Bcom3................ None                                                       

KEVIN ROBERTS                                                                              
Initially Appointed............ September 2000                                             
Expiration Date of Current                                                                 
  Term......................... December 2003                                              
Principal Function in                                                                      
  Publicis..................... Director                                                   
                                Chief Executive Officer of Saatchi & Saatchi               
Principal Business Activities                                                              
  Outside Publicis............. Trustee -- Team New Zealand                                

BERTRAND SIGUIER                                                                           
Initially Appointed............ June 1999                                                  
Expiration Date of Current                                                                 
  Term......................... December 2003                                              
Principal Function in                                                                      
  Publicis..................... Director                                                   
                                Director Publicis BCP (Canada), Publicis & Hal Riney       
                                (U.S.A.), Publicis (Italy), Optimedia Italia/More Media    
                                Italia, Carmi & Ubertis Design (Italy), Publicis Hellas    
                                Advertising (Greece) and Publicis Worldwide B.V.           
                                (Netherlands)                                              
                                Member of the Board of Publicis Cachemire, Publicis        
                                Technology, Gantois SA and HM Editions                     
                                Permanent Representative of Publicis.Net, Inc. on the board
                                of Institutionnel Design                                   
Principal Business Activities                                                              
  Outside Publicis............. None                                                       

BUSINESS EXPERIENCE OF MANAGEMENT BOARD MEMBERS                                 

  Maurice Levy, born on February 18, 1942, joined Publicis in 1971 and was
given responsibility for Publicis's data processing and information technology  
systems. He was successively appointed corporate                                

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secretary (1973), managing director (1976) and chair and chief executive officer
(1981) of Publicis Conseil. He became vice chair of Publicis in 1986 and chair  
of Publicis's management board in 1988.                                         

  Bruno Desbarats-Bollet, born on June 6, 1943, began working for Publicis
Conseil in 1970. He was appointed director of client service at Regie Presse,   
since renamed Medias & Regies Europe, in 1977. He became administrator, general 
manager and president of Regie Presse in 1984. His title became president of the
management board of Medias & Regies Europe in 1999. He has served as a member of
Publicis's management board since 1987.                                         

Roger A. Haupt, born on November 14, 1947, currently serves as Bcom3's
Chairman and Chief Executive Officer, and he has been a Director of Bcom3 since 
the January 2000 business combination in which Bcom3 was formed. Upon completion
of the mergers, he will be the President and Chief Operating Officer of         
Publicis. Mr. Haupt was President and Chief Executive Officer of The Leo Group  
in 2000, Chief Operating Officer in 1999, Chief Administrative Officer from 1997
to 1999, and an Executive Vice President from 1989 to 1997. He also served as   
Vice Chairman from 1996 to 2000. Mr. Haupt joined Leo Burnett in 1984 after     
working in various positions throughout Latin America.                          

     Kevin Roberts, born on October 20, 1949, joined Saatchi & Saatchi Worldwide
as chief executive officer and Cordiant as a director in 1997. In 1999, he      
became chief executive officer of Saatchi & Saatchi. Mr. Roberts had previously 
been a group marketing manager for Procter & Gamble, which he left in 1982 to   
become regional president of Pepsi-Cola Middle East. In 1987, he was appointed  
regional president of Pepsi-Cola Canada. He became chief operating officer and  
director of Lion Nathan Limited in 1989.                                        

 Bertrand Siguier, born on June 10, 1941, was a financial analyst at the
Neuflize Schlumberger Mallet Bank from 1967 to 1969. He joined Publicis's       
account management department in 1969. Throughout his tenure with Publicis, Mr. 
Siguier has been involved with managing some of Publicis's most important client
accounts. He served as deputy manager and international coordinator of Publicis 
Intermarco Farner from 1974 until 1979, when he became deputy managing director 
of Publicis's agency in London. He joined the board of directors of Publicis    
Conseil in 1982, serving there until his appointment as vice president of       
Publicis Communication in 1988. He has been a member of Publicis's management   
board since 1999.                                                               

COMPENSATION                                                                    

 In compliance with the provisions of article L. 225-102-I of the French
Commercial Code, the table below sets out the total compensation and benefits of
all types paid to each member of the management board and supervisory board     
during the 2001 fiscal year, both by Publicis and by companies controlled by    
Publicis as defined by article 233-16 of the Commercial Code. For certain       
members of the management board and the supervisory board, this compensation    
includes a fixed and variable component, the amount of the fixed portion        
included in the total compensation is disclosed below.                          

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COMPENSATION (IN EUROS) PAID DURING THE 2001 FISCAL YEAR (GROSS AMOUNT BEFORE   
DEDUCTION OF SOCIAL AND TAX CHARGES)                                            

                                                        [Enlarge/Download Table]

                                                            TOTAL GROSS   INCLUDING FIXED
                                                            COMPENSATION    PORTION OF   
                                                            ------------  ---------------
                                                                                         
MEMBERS OF THE MANAGEMENT BOARD                                                          
Maurice Levy...............................................  1,541,969         480,000   
Bruno Desbarats-Bollet.....................................    351,038         181,948   
Kevin Roberts..............................................  1,895,423       1,051,618   
Bertrand Siguier...........................................    272,655         165,941   

MEMBERS OF THE SUPERVISORY BOARD                                                         
Elisabeth Badinter.........................................    193,102         193,102   
Sophie Dulac...............................................      7,622           7,622   
Robert Badinter............................................      7,622           7,622   
Michel David-Weill.........................................      7,622           7,622   
Henri-Calixte Suaudeau.....................................    136,391         136,391   
Monique Bercault...........................................      7,622           7,622   
Helene Ploix...............................................      7,622           7,622   
Gerard Worms...............................................     10,163          10,163   
Amaury-Daniel de Seze......................................      7,622           7,622   
Simon Badinter.............................................    305,431         220,887   
Michel Cicurel.............................................      7,622           7,622   
Robert L. Seelert..........................................    802,542         358,976   
Felix George Rohatyn.......................................         --              --   

SHARE SUBSCRIPTION OR PURCHASE OPTIONS                                          

                                                        [Enlarge/Download Table]

SHARE SUBSCRIPTION AND PURCHASE OPTIONS GRANTED                                                              
TO EACH MANAGEMENT BOARD AND SUPERVISORY            NUMBER OF OPTIONS                                        
BOARD MEMBER AND OPTIONS EXERCISED BY THE        GRANTED, SUBSCRIBED OR   PRICE IN                           
LATTER                                                  PURCHASED          EUROS    MATURITY       PLAN      
-----------------------------------------------  -----------------------  --------  --------  ---------------
                                                                                                             
OPTIONS GRANTED DURING THE FISCAL YEAR                                                                       
Maurice Levy............................                 200,000           33.18      2011    11(th) tranche 
Bruno Desbarats-Bollet..................                  10,000           33.18      2011    11(th) tranche 
Bertrand Siguier........................                  10,000           33.18      2011    11(th) tranche 
Kevin Roberts...........................                 278,057           29.79        (1)   12(th) tranche 
OPTIONS EXERCISED DURING THE FISCAL YEAR                                                                     
Kevin Roberts...........................                 258,374              (2)       (2)              (2) 

---------------                                                                 

(1)  Allotment of options are contingent upon achievement of objectives. The    
 options may be exercised within 10 years only after confirmation of the
allotment.                                                            

(2)  Shares related to former Saatchi & Saatchi options were converted using the
same conversion ratio used at the time of the acquisition of Saatchi &
Saatchi by Publicis (18,252 Publicis shares for 100 Saatchi & Saatchi 
shares).                                                              

Publicis's directors as a group (which includes its senior managers)  
received aggregate compensation during the 2001 fiscal year of approximately    
E5.5 million for services to Publicis and its subsidiaries. This amount includes
bonuses and directors' fees. Bonuses are paid to members of Publicis's          
management board based upon an analysis of Publicis's performance for the year  
conducted by its compensation committee. Publicis granted its directors as a    
group 220,000 options in 2001. These options have an exercise price of          

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E33.18 and will expire in 2011. In addition, it conditionally granted its       
directors as a group 278,057 options, each with an exercise price of E29.79. The
conditional grant will be finalized upon the satisfaction of specified          
performance goals. The conditionally-granted options will expire 10 years after 
a determination that the applicable goals have been reached.                    

Roger A. Haupt received a salary of $950,000, a bonus of $950,000, a  
long-term incentive arrangement ("LTIP") payout of $475,000 and $18,260 in other
compensation in the 2001 fiscal year. Mr. Haupt's bonus for 2001 was pursuant to
a short-term incentive plan based on such factors as growth in revenues, growth 
in profits before tax, and absolute attainment of margin targets. Bcom3's board 
nominating and compensation committee approved the LTIP payout and determined   
its amount based on Mr. Haupt's individual performance since the formation of   
Bcom3 in January 2000, including his role in helping the Bcom3 board formulate  
strategic alternatives culminating in the proposed merger with Publicis. The    
other compensation referred to above includes $13,600 in contributions or other 
allocations under tax-qualified defined contribution retirement plans and $4,660
in premium payments on various individual life insurance policies. Mr. Oshima   
received no compensation from Bcom3 in respect of his service as a director in  
the 2001 fiscal year.                                                           

PUBLICIS SHARE AND OPTION OWNERSHIP                                             

As of December 31, 2001, approximately 17.9 million, or 12.8%, of     
Publicis's shares (which is comprised of ordinary shares and ordinary shares    
represented by ADSs) were held in the United States by approximately 500        
holders. Except as described in the following paragraph, as of August 20, 2002, 
none of Publicis's directors owned 1% or more of Publicis's outstanding ordinary
shares. Publicis's directors as a group directly owned approximately 6.3% of the
total number of Publicis shares outstanding on that date. Giving effect to the  
provision of Publicis's statuts that grants double voting rights to shares held 
by the same shareholder in registered form for at least two years, the directors
as a group directly held 9.6% of Publicis's total voting power.                 

    As of August 20, 2002, Elisabeth Badinter, chair of Publicis's supervisory
board, directly owned 7,766,800 Publicis shares, or approximately 5.5% of the   
total outstanding on that date. Giving effect to the double voting rights       
provision of Publicis's statuts, Ms. Badinter held approximately 8.9% of        
Publicis's total voting power. Ms. Badinter also held an indirect interest in   
Publicis through her interest in Societe Anonyme Somarel, a Publicis shareholder
owned primarily by descendants of Publicis's founder and Publicis employees.    
Including her indirect interest in Publicis held through Somarel, Ms. Badinter  
held approximately 27.8% of Publicis's outstanding shares (and approximately    
44.5% of Publicis's total voting power).                                        

   The ownership percentage of Somarel decreased from approximately 34.5% of
the total Publicis shares outstanding as of December 31, 1998 to approximately  
22.2% as of December 31, 2001 and the ownership percentage of Madame Badinter   
decreased from approximately 8.7% of the total Publicis shares outstanding as of
December 31, 1998 to approximately 5.6% as of December 31, 2001, in large part  
due to the issuance of additional shares in connection with the acquisition of  
Saatchi & Saatchi by Publicis in 2000.                                          

     Further information concerning Ms. Badinter's direct and indirect interests
in Publicis can be found in Publicis's annual report on Form 20-F/A for the year
ended December 31, 2001 under "Major Shareholders and Related Party             
Transactions -- Major Shareholders."                                            

  Publicis maintains a number of stock option plans for the benefit of its
directors, managers and other employees. In addition, before Publicis acquired  
them, Saatchi & Saatchi and Nelson Communications had in place stock option     
plans for their directors and employees. When the acquisitions of each of those 
firms were completed, options under the relevant plans were converted into      
options to purchase Publicis shares. As of June 4, 2002, Publicis's directors as
a group owned options to purchase 841,227 Publicis shares. These options        

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have exercise prices ranging from E4.90 to E33.18 per share and will expire     
between 2005 and 2015. The following is a summary of Publicis's stock option    
plans as of December 31, 2001:                                                  

PUBLICIS PLANS                                                              

                                                        [Enlarge/Download Table]

                                                            OPTIONS                                                         
                                                        REMAINING TO BE    OPTIONS     OPTIONS      OUTSTANDING     EXERCISE
                                                        EXERCISED AS OF   GRANTED IN  EXERCISED    OPTIONS AS OF     PRICE  
TRANCHE               OPTION TYPE      GRANT DATE      DECEMBER 31, 2000     2001      IN 2001   DECEMBER 31, 2001  (EUROS) 
-------               ------------  -----------------  -----------------  ----------  ---------  -----------------  --------
                                                                                                                            
Second............... Subscription  February 20, 1992        17,700                                     17,700        7.17  
Third................ Subscription  December 15, 1992        25,450                                     25,450        6.88  
Fourth............... Subscription  March 22, 1994           28,760                                     28,760        6.37  
Fifth................ Subscription  March 30, 1995           93,970                    (14,850)         79,120        6.63  
Sixth................ Subscription  April 26, 1996           87,260                    (19,410)         67,850        4.91  
Seventh.............. Subscription  March 20, 1997           75,960                    (20,190)         55,770        5.63  
Eighth............... Subscription  March 11, 1998           66,000                                     66,000        8.66  
Ninth................ Subscription  November 4, 1998        331,500                    (20,000)        311,500       10.24  
Tenth................ Purchase      September 7, 2000       100,000                                    100,000       43.55  
Eleventh............. Purchase      April 23, 2001                          380,000                    380,000       33.18  
Twelfth.............. Purchase      November 26, 2001                     2,943,135                  2,943,135       29.79  
Total................                                       826,600       3,323,135    (74,450)      4,075,285              



                      EXPIRATION                                                                                            
TRANCHE                  DATE                                                                                               
-------               ----------                                                                                            
                                                                                                                            
Second...............    2002                                                                                               
Third................    2002                                                                                               
Fourth...............    2004                                                                                               
Fifth................    2005                                                                                               
Sixth................    2006                                                                                               
Seventh..............    2007                                                                                               
Eighth...............    2008                                                                                               
Ninth................    2008                                                                                               
Tenth................    2010                                                                                               
Eleventh.............    2011                                                                                               
Twelfth..............      (1)                                                                                              
Total................                                                                                                       

---------------                                                                 

(1) Allotment of options is subject to the satisfaction of certain conditions.  
The options may be exercised within 10 years of the confirmation of the 
allotment.                                                              

FORMER SAATCHI & SAATCHI PLANS                                              

                                                        [Enlarge/Download Table]

                                                                            WEIGHTED AVERAGE     
                                                                        EXERCISE PRICE OF OPTIONS
OUTSTANDING AS OF  EXERCISED DURING                  OUTSTANDING AS OF      OUTSTANDING AS OF    
DECEMBER 31, 2000        2001        LAPSED IN 2001  DECEMBER 31, 2001      DECEMBER 31, 2001    
-----------------  ----------------  --------------  -----------------  -------------------------
                                                                                                 
    1,595,773         (1,305,727)       (24,000)          266,046(1)             E11.71(2)       

---------------                                                                 

(1) The expiration date of these options ranges from 2003 to 2006.              

(2) Represents the weighted average exercise price for 80,932 of the outstanding
 options. The exercise price of the remaining 185,114 options (i.e., those
  granted under Saatchi & Saatchi's "equity participation plan") was paid on
the date of grant.                                                      

FORMER NELSON PLAN                                                          

                                                        [Enlarge/Download Table]

                                                                            WEIGHTED AVERAGE     
                                                                        EXERCISE PRICE OF OPTIONS
OUTSTANDING AS OF  EXERCISED DURING                  OUTSTANDING AS OF      OUTSTANDING AS OF    
DECEMBER 31, 2000        2001        LAPSED IN 2001  DECEMBER 31, 2001      DECEMBER 31, 2001    
-----------------  ----------------  --------------  -----------------  -------------------------
                                                                                                 
      699,367          (98,733)         (81,904)          518,730(1)             E28.11          

---------------                                                                 

(1) The expiration date of these options ranges from 2002 to 2009.              

   Further information concerning Publicis's stock option plans can be found
in notes 26 and 29 to the financial statements included in Publicis's annual    
report on Form 20-F/A for the year ended December 31, 2001.                     

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COMPARATIVE MARKET PRICE, TRADING VOLUME AND DIVIDEND DATA

The Publicis ordinary shares trade on Euronext Paris under the ticker 
symbol "PUB" and, since September 12, 2000, Publicis's American Depositary      
Shares, or ADSs, trade on the New York Stock Exchange under the same symbol. The
American Depositary Shares are Publicis ordinary shares that are being held in  
custody by The Bank of New York. The owners of the ADSs receive so-called       
American Depositary Receipts, which are traded on the New York Stock Exchange   
instead of the underlying shares which remain in custody. The tables below set  
forth, for the periods indicated, the reported high and low sales prices and    
average daily trading volume of Publicis ordinary shares on Euronext Paris and  
the reported high and low sales prices and average daily trading volume of      
Publicis's ADSs on the New York Stock Exchange. Each ADS represents one Publicis
ordinary share. Bcom3 has not been and is not currently publicly traded.        

                                                        [Enlarge/Download Table]

                               PUBLICIS ORDINARY SHARES               PUBLICIS ADSs          
                           --------------------------------  --------------------------------
                            MARKET PRICE                      MARKET PRICE                   
                           ---------------      AVERAGE      ---------------      AVERAGE    
                            HIGH     LOW     TRADING VOLUME   HIGH     LOW     TRADING VOLUME
                           ------   ------   --------------  ------   ------   --------------
                              (EURO PER                      ($ PER PUBLICIS                 
                              PUBLICIS                            ADS)                       
                           ORDINARY SHARE)                                                   
                                                                                             
YEAR ENDED DECEMBER 31,                                                                      
  2000                                                                                       
First Quarter............. 69.70    33.00       272,453         --       --            --    
Second Quarter............ 57.00    37.05       325,010         --       --            --    
Third Quarter............. 45.89    33.50       818,422         --       --            --    
Fourth Quarter............ 41.89    29.10       550,788      37.44    25.75         2,604    
YEAR ENDED DECEMBER 31,                                                                      
  2001                                                                                       
First Quarter............. 39.27    31.35       354,913      36.88    28.00         4,232    
Second Quarter............ 38.77    27.50       530,990      34.40    23.90         2,205    
Third Quarter............. 30.70    16.12       436,421      26.45    16.40         1,688    
Fourth Quarter............ 33.20    15.83       614,097      29.25    14.75        12,230    
YEAR ENDED DECEMBER 31,                                                                      
  2002                                                                                       
First Quarter............. 39.45    26.80       819,048      34.95    23.00         4,620    
Second Quarter............ 39.90    24.51       559,903      34.47    25.00         4,775    
Third Quarter (until                                                                         
  August 20, 2002)........ 28.15    18.71       713,000      27.25    18.65         8,231    

  BCOM3 STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
PUBLICIS ORDINARY SHARES.                                                       

On March 6, 2002, the last trading day prior to the formal public     
announcement of the signing of the merger agreements, the last middle market    
quotation of the Publicis ordinary shares on the Premier Marche at Euronext     
Paris was E34.65 per Publicis ordinary share. Publicis pays dividends in euros, 
the currency of the European Union.                                             

   The table below sets forth the total cash dividends per share declared by
Publicis from 1997 through 2001. The dividend amounts shown for Publicis exclude
the avoir fiscal, a French tax credit described under the caption "Material Tax 
Consequences -- Material French Tax Consequences of Holding and Disposing of    
Publicis Ordinary Shares, ORAs, OBSAs and/or Warrants (Bons de                  
souscription) -- Publicis Ordinary Shares -- Dividends" and does not reflect    
withholding tax. For French companies, dividends in respect of a given year's   
results are paid in the following year. Publicis has historically paid annual   
dividends in respect of its prior fiscal year. The payment and amount of        
Publicis's dividends will depend on Publicis's earnings, financial condition and
other factors. Bcom3 paid a cash dividend of $.25 per share to holders of its   
common stock on February 9, 2001. On February 18, 2002, Bcom3 declared a cash   
dividend of $.25 per share of common stock. This dividend was paid by March 18, 
2002 to holders of its common stock as of February 18,                          

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2002. Other than these dividends, Bcom3 has not paid any dividends with respect 
to its common stock since the date of its inception.                            

                                                        [Enlarge/Download Table]

                                                           PUBLICIS            BCOM3 
                                                           ORDINARY  PUBLICIS  COMMON
                                                            SHARE      ADS     SHARE 
                                                           --------  --------  ------
                                                              E         $        $   
                                                                                     
1997......................................................   0.08*       --       -- 
1998......................................................   0.12*       --       -- 
1999......................................................   0.17*       --       -- 
2000......................................................   0.20*     0.14*+   0.25 
2001......................................................   0.22      0.15+    0.25 

---------------                                                                 

* Adjusted to reflect the 10-for-1 stock split that occurred on August 29,    
2000.                                                                     

+ Reflects a decrease of 15% from the dividend paid with respect to ordinary  
shares due to the 15% withholding tax.                                    

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PUBLICIS UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

INTRODUCTORY NOTE                                                               

The following unaudited pro forma condensed consolidated financial    
information gives pro forma effect to the mergers, after giving effect to the   
pro forma adjustments described in the accompanying notes. We have prepared this
financial information from, and you should read it in conjunction with, the     
historical consolidated financial statements, including applicable notes        
thereto, of Publicis which are incorporated by reference into this proxy        
statement/prospectus and the historical consolidated financial statements,      
including applicable notes thereto, of Bcom3 which are included elsewhere in    
this proxy statement/prospectus. For information on how to obtain any of the    
documents incorporated by reference, see "Where You Can Find More Information." 

     We have provided the pro forma information in this section for illustrative
purposes only. This information does not purport to represent what the actual   
results of operations or the financial position of Publicis would have been if  
the mergers had actually occurred on the dates assumed and does not necessarily 
indicate what Publicis's future operating results or consolidated financial     
position will be.                                                               

    We have prepared the pro forma information in accordance with French GAAP,
which differs in certain significant respects from U.S. GAAP. Note 29 to the    
financial statements included in Publicis's Annual Report on Form 20-F/A for the
2001 fiscal year describes the principal differences between French GAAP and    
U.S. GAAP as they relate to Publicis.                                           

    The historical consolidated financial statements of Bcom3 were prepared in
accordance with U.S. GAAP. For purposes of presenting the pro forma information,
we have adjusted Bcom3's historical audited consolidated statement of operations
for the year ended December 31, 2001 to include unaudited reclassifications to  
align Bcom3's audited historical financial information with Publicis's          
presentation under French GAAP and unaudited adjustments to align Bcom3's       
historical financial information with Publicis's disclosed accounting policies  
under French GAAP as described in the Notes to the Unaudited Pro Forma Condensed
Consolidated Financial Information.                                             

The business combination will be accounted for using the purchase     
accounting method under both French GAAP and U.S. GAAP. For explanation of      
differences between the French GAAP and U.S. GAAP purchase accounting methods   
affecting the companies, see "Summary of future differences between generally   
accepted accounting principles in France and the United States resulting from   
this transaction."                                                              

  The purchase price that Publicis agreed to pay for Bcom3 included E2.342
billion of goodwill under French GAAP (E2.765 billion under U.S. GAAP), which is
the difference between the purchase price and the fair value of Bcom3's net     
assets. The purchase price was based on a number of factors, which include:     

   - the reputation of leading brands, such as Burnett, MacManus and D'Arcy,
in the advertising industry;                                      

   - the fact that, upon completion of the acquisition, Publicis will be one
of the largest advertising agencies in the world;                 

- the expected growth of the combined entity from greater geographic  
coverage, brand diversification and greater media buying power;   

     - the expected cost savings through economies of scale and by consolidating
selected corporate functions; and                                 

- the financial and operating performance and condition and long-term 
prospects of Bcom3, Publicis and the combined entity.             

 The pro forma adjustments reflected in the pro forma balance sheet data
reflect estimates made by Publicis's management and assumptions that it believes
to be reasonable. The pro forma information does not take into account any      
synergies, including cost savings, or any severance and restructuring costs,    
which may or are expected to occur as a result of the mergers. See "The         
Mergers -- Publicis's Reasons for the Mergers" and "-- The Special Committee's  
Reasons for the Mergers."                                                       

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2001 

    The unaudited pro forma consolidated balance sheet as of December 31, 2001
is derived from (1) the historical consolidated balance sheet of Publicis at    
December 31, 2001, as contained in Publicis's Annual Report on Form 20-F/A for  
the fiscal year ended December 31, 2001 incorporated herein by reference, (2)   
the historical consolidated balance sheet of Bcom3 at December 31, 2001 included
elsewhere herein, (3) unaudited reclassifications to align Bcom3's audited      
historical consolidated balance sheet with Publicis's presentation under French 
GAAP, (4) unaudited adjustments to align Bcom3's historical consolidated balance
sheet with Publicis's disclosed accounting policies under French GAAP, and (5)  
the unaudited pro forma adjustments described in the notes to the unaudited pro 
forma condensed consolidated financial information. These unaudited pro forma   
adjustments were determined as if the mergers had occurred on December 31, 2001.
Pro forma information in accordance with U.S. GAAP is also presented in the     
notes to the unaudited pro forma consolidated financial information.            

                                                        [Enlarge/Download Table]

                                              PUBLICIS     BCOM3      HISTORICAL    PRO FORMA       PRO   
(FRENCH GAAP)                                HISTORICAL  HISTORICAL    COMBINED    ADJUSTMENTS     FORMA  
-------------                                ----------  ----------   ----------   -----------    ------- 
                                                                (AMOUNTS IN MILLIONS)                     
                                                                                                          
Goodwill, net...............................   E  993      E1,510       E2,503       E   832(A)   E 3,335 
Intangible assets, net......................      199          41          240         1,957(A)     2,197 
Property and equipment, net.................      351         427          778            --          778 
Investments and other financial assets,                                                                   
  net.......................................       67          21           88            --           88 
Investments accounted for by the equity                                                                   
  method....................................        8          60           68            --           68 
Total noncurrent assets, net................    1,618       2,059        3,677         2,789        6,466 
Inventory and costs billable to clients.....      195         242          437            --          437 
Accounts receivable.........................    1,845       1,872        3,717            --        3,717 
Other receivables and other assets..........      439         257          696            --          696 
Marketable securities.......................      178          --          178            --          178 
Cash and cash equivalents...................      621         259          880            --          880 
Current assets..............................    3,278       2,630        5,908            --        5,908 
                                               ------      ------       ------       -------      ------- 
Total assets................................    4,896       4,689        9,585         2,789       12,374 
                                               ------      ------       ------       -------      ------- 

Capital stock...............................       56          --           56            23(C)        79 
Additional paid in capital..................    2,034       1,347        3,381         1,693(C)     5,074 
Retained earnings (deficit).................   (1,807)       (202)      (2,009)       (1,136)(C)   (3,145)
Accumulated other comprehensive loss........       --          (9)          (9)           --           (9)
Mandatorily redeemable stock................       --         342          342          (342)(C)        0 
Other equity................................       --          --           --           858(B)       858 
Shareholders' equity........................      283       1,478        1,761         1,096        2,857 
Minority interests..........................       89          21          110            --          110 
Provisions for contingencies and charges....      266         313          579           775(E)     1,354 
Bank borrowings and overdrafts..............    1,069         276        1,345           858(D)     2,203 
Accounts payable............................    1,875       1,997        3,872            --        3,872 
Accrued expenses and other liabilities......    1,314         604        1,918            60(F)     1,978 
Bank borrowings and liabilities.............    4,258       2,877        7,135           918        8,053 
                                               ------      ------       ------       -------      ------- 
Total liabilities and shareholders'                                                                       
  equity....................................    4,896       4,689        9,585         2,789       12,374 
                                               ------      ------       ------       -------      ------- 

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT 
FOR THE YEAR ENDED DECEMBER 31, 2001

  The following unaudited pro forma consolidated income statement data for
the year ended December 31, 2001, presented as if the mergers took place on     
January 1, 2001, are derived from (1) the historical consolidated income        
statement in accordance with French GAAP of Publicis for that period, (2)       
Bcom3's historical consolidated income statement in accordance with U.S. GAAP   
for that period, (3) unaudited reclassifications to align Bcom3's audited       
historical consolidated income statement with Publicis's presentation under     
French GAAP, (4) unaudited adjustments to align Bcom3's historical consolidated 
income statement with Publicis's disclosed accounting policies under French GAAP
and (5) the unaudited pro forma adjustments in accordance with French GAAP      
described in the notes to the unaudited pro forma consolidated financial        
information. These unaudited pro forma adjustments were determined as if the    
mergers had occurred on January 1, 2001. Pro forma information in accordance    
with U.S. GAAP is also presented in the notes to the unaudited pro forma        
consolidated financial information.                                             

                                                        [Enlarge/Download Table]

                                            PUBLICIS      BCOM3      HISTORICAL    PRO FORMA          PRO   
(FRENCH GAAP)                              HISTORICAL   HISTORICAL    COMBINED    ADJUSTMENTS        FORMA  
-------------                              ----------   ----------   ----------   -----------       ------- 
                                                       (AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA)          
                                                                                                            
Revenues.................................   E 2,434      E 2,158      E 4,592        E --           E 4,592 
Salaries and related expenses............    (1,363)      (1,280)      (2,643)         --            (2,643)
Other operating expenses.................      (661)        (549)      (1,210)         --            (1,210)
Total expenses...........................    (2,024)      (1,829)      (3,853)         --            (3,853)
Other operating income...................        16           --           16          --                16 
Operating income before depreciation and                                                                    
  amortization...........................       426          329          755          --               755 
Depreciation and amortization expense....       (84)         (79)        (163)         --              (163)
Operating income.........................       342          250          592          --               592 
Financial expense, net...................       (30)         (26)         (56)        (24)(H)           (80)
Income of consolidated companies before                                                                     
  taxes, exceptional items and goodwill                                                                     
  amortization...........................       312          224          536         (24)              512 
Income taxes.............................       (99)         (89)        (188)         40(I)           (148)
Net income of consolidated companies                                                                        
  before exceptional items and goodwill                                                                     
  amortization...........................       213          135          348          16               364 
Equity in net income of non-consolidated                                                                    
  companies..............................         9            2           11          --                11 
Net income of consolidated companies                                                                        
  before exceptional items...............       222          137          359          16               375 
Exceptional expense, net of taxes........        (3)         (13)         (16)         --               (16)
Goodwill amortization and depreciation of                                                                   
  allocated intangibles..................       (49)         (96)        (145)        (41)(G)          (186)
Net income before minority interests.....       170           28          198         (25)              173 
Minority interests.......................       (19)          (3)         (22)         --               (22)
Group net income.........................       151           25          176         (25)              151 
Earnings per share before exceptional                                                                       
  items, goodwill amortization and                                                                          
  depreciation of allocated intangibles,                                                                    
  net of taxes                                                                                              
  Basic..................................      1.44                                                    1.62 
  Diluted................................      1.43                                                    1.44 
Earnings per share:                                                                                         
  Basic..................................      1.09                                                    0.75 
  Diluted................................      1.08                                                    0.67 
Weighted average shares outstanding (in                                                                     
  millions):                                                                                                
  Basic..................................       139                                    56(C)            195 
  Diluted................................       140                                    84(J)            224 

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NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN MILLIONS EXCEPT PER SHARE DATA) 

BASIS OF PRESENTATION                                                           

    The acquisition of Bcom3 is subject to approval at shareholder meetings of
Publicis and Bcom3. The pro forma financials assume that the Publicis and Bcom3 
stockholders will approve the transaction and that the other conditions to the  
closing of the mergers will be met or waived. The consideration for this        
acquisition will be paid as follows:                                            

  - a capital increase of Publicis reserved for Bcom3 with issuance of new
shares (56.25 million); and                                       

 - the issuance of 1,562,500 bonds redeemable for new or existing shares
      (ORAs) with a maturity period of 20 years, and the issuance of 2,812,500
      bonds with warrants (OBSAs) for E858 million with a maturity of 20 years
and an exercise price of E30.50.                                  

     Following the acquisition, Dentsu will own a 15% interest in the new group.

The pro forma consolidated accounts were prepared using:              

  - the audited consolidated financial statements of Publicis under French
   GAAP as of and for the fiscal year ended December 31, 2001, which are
      contained in Publicis's Annual Report on Form 20-F/A for the fiscal year
   ended December 31, 2001, which is incorporated by reference into this
proxy statement/prospectus; and                                   

    - the consolidated financial statements of Bcom3 under U.S. GAAP as of and
     for the fiscal year ended December 31, 2001, which are included in this
     proxy statement/prospectus, converted into euros using the December 31,
  2001 exchange rate for the balance sheet (E1 = $0.8813) and the 2001
average exchange rate for the statement of income (E1 = $0.8956). 

  The pro forma information does not reflect the impact of the issuance by
Publicis of OCEANES (bonds that may be converted into or exchanged for new or   
existing shares) in January 2002, as part of the debt restructuring program,    
which amounts to E690 million with a maturity period of 16 years. If the impact 
were taken into account, the resulting pro forma diluted earnings per share     
would be E0.67.                                                                 

PRO FORMA ADJUSTMENTS HAVE BEEN MADE TO THESE UNAUDITED CONSOLIDATED PRO FORMA  
FINANCIAL STATEMENTS TO REFLECT THE FOLLOWING:                                  

(A)  In accordance with the article 210 of 99-02 of the CRC (Comite de          
  Reglementation Comptable), the purchase price of the Bcom3 shares equals
   the fair value of the securities issued in the exchange as of the date of
Publicis obtaining effective control of Bcom3, taking into account the
impact of the specific contract clauses relating to the lockup of the 
   securities. For the purpose of the pro forma financial information, it is
estimated that the specific contract clauses relating to the transfer 
    restrictions on the securities to be received by the Bcom3 stockholders in
   accordance with the terms of the merger agreement will result in a E30.50
 value per Publicis ordinary share. On this basis, the purchase price is
  estimated to be E3,432 million (consisting of the issuance of 56,250,000
new Publicis ordinary shares at a share price of E30.50; issuance of  
   1,562,500 ORAs redeemable for 28,125,000 Publicis shares at a share price
of E30.50; and the issuance of 2,812,500 OBSAs). This amount will be  
 adjusted on the basis of the fair value of the securities issued in the
exchange.                                                             

Publicis made a preliminary evaluation of the identifiable assets and 
liabilities of the Bcom3 group in accordance with the requirements of 
 Article 211 of rule 99-02 of the CRC. Based on information available to
  date, restructuring costs could not be estimated. The purchase price and
preliminary                                                           

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    goodwill allocation in accordance with French GAAP have been determined as
follows (in million euros):                                           

                                                                [Download Table]
                                                                     
Publicis ordinary shares exchanged for Bcom3................   1,716 
ORAs issued.................................................     858 
OBSAs issued................................................     858 
Total consideration.........................................   3,432 
Add: net book value of net liabilities acquired.............      73 
Goodwill before allocation..................................   3,505 
Preliminary allocation to assets and liabilities                     
  Client relationships maintained for more than 20 years....   1,038 
  Client relationships maintained for less than 20 years....     131 
  Trade name................................................     829 
  Accrued liabilities.......................................     (60)
  Deferred taxes............................................    (775)
Residual goodwill...........................................   2,342 
Less: Bcom3, Inc. goodwill acquired.........................  (1,510)
Total adjustment to goodwill................................     832 
Total adjustment to intangible assets (net of Bcom3                  
  intangibles)..............................................   1,957 

     A more precise allocation will be prepared within the year that follows the
completion of the Bcom3 acquisition.                                  

(B)  In accordance with Avis n(DEGREE) 28 of OEC and following the detailed     
    analysis of the characteristics of the ORAs issued, these instruments have
  been accounted for as equity instruments and presented separately in the
    shareholders' equity at their estimated fair value. The remuneration given
to the holders of these redeemable bonds is classified accordingly.   

(C)  Impact of the Bcom3 shares exchanged for 56,250,000 Publicis ordinary      
    shares and additional paid-in capital (approximately E23 million of common
     stock and E1,693 million additional paid-in capital) and the elimination of
Bcom3's shareholders' equity.                                         

(D)  Issuance of the bonds with warrants (OBSA) for E858 million, without       
     separate evaluation of the warrants on the balance sheet in accordance with
French GAAP.                                                          

(E)  Deferred tax liabilities on acquired net assets.                           

(F)  Estimated acquisition costs.                                               

(G)  Amortization expense for 2001 of the identified intangible assets and      
goodwill following the preliminary allocation of the purchase price of
  Bcom3 (refer to (A)). These assets are amortized using the straight line
    method over their estimated useful life: goodwill and client relationships
maintained for more than 20 years -- amortized over 40 years, client  
     relationships maintained for less than 20 years -- amortized over 12 years,
trade name -- amortized over 20 years, for a net variation of the     
   depreciation expense on intangible assets and of goodwill amortization of
 E41 million. The amortization expense of allocated intangibles has been
included in a separate line item with the amortization of goodwill.   

(H)  Interest expense for 2001 on the OBSA bearing interest at the rate of 2.75%
per annum.                                                            

(I)  Income taxes on the above adjustments.                                     

(J)  Impact on weighted average shares outstanding of the issuance of 56,250,000
new Publicis ordinary shares resulting from this transaction and the  
potential dilutive common shares effect of the ORAs redeemable for    
     28,125,000 Publicis shares. Under French GAAP, dividends paid or accrued on
the ORAs will reduce income available to common shareholders, and thus
     impact basic earnings per share. For purposes of computing diluted earnings
per share, all outstanding ORAs will be assumed to have               

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     been converted to Publicis common shares. This will result in an additional
28,125,000 weighted average diluted shares.                           

SUMMARY OF ADJUSTMENTS AND RECLASSIFICATIONS APPLIED TO BCOM3'S FINANCIAL       
STATEMENT TO ACCOUNT FOR DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING      
PRINCIPLES IN FRANCE AND THE UNITED STATES                                      

 Publicis's consolidated financial statements are prepared in accordance
with French GAAP, which differs materially from U.S. GAAP. The unaudited        
adjustments and reclassifications applied to Bcom3's historical audited         
financial statements to conform them to Publicis's disclosed accounting policies
under French GAAP are summarized below:                                         

CONTINGENT CONSIDERATION                                                    

     Under U.S. GAAP, contingent consideration is not recorded as purchase price
until the contingency has been resolved. Whereas, under French GAAP, contingent 
consideration is deemed to be part of the purchase price. Consequently, E30     
million of net goodwill was recorded and the amortization expense was increased 
by E1.7 million.                                                                

PENSION PLAN                                                                

    In accordance with U.S. GAAP, Bcom3 recorded in 2001 an additional minimum
liability of E4.8 million to accrue for accumulated benefit obligations in      
excess of the fair value of plan assets. The recognition of this additional     
pension liability was reported as a reduction of equity through comprehensive   
income, net of tax E3.3 million. Under French GAAP, additional minimum liability
is recognized as an expense.                                                    

ACCOUNTING FOR THE BUSINESS COMBINATION WITH NOVO MEDIA GROUP               

   In December 1999, The MacManus Group purchased a 57% interest in the Novo
Media Group. In January 2000, 15% of the interest was sold, but in 2001,        
repurchased. Due to differences in consolidation methodologies between French   
GAAP and U.S. GAAP, under French GAAP, the interest is consolidated in 2000,    
whereas under U.S. GAAP, it is not. There is no impact on the consolidated net  
income due to the differences.                                                  

MANDATORILY REDEEMABLE STOCK                                                

    The mandatorily redeemable stock reflected on Bcom3's financial statements
as a specific line item under U.S. GAAP was reclassified as shareholders'       
equity.                                                                         

COMPARATIVE CONDENSED FINANCIAL INFORMATION IN U.S. GAAP AND FRENCH GAAP        

 The historical consolidated balance sheet and income statement of Bcom3
have been adjusted to reflect the above differences from U.S. GAAP to French    
GAAP as follows:                                                                

                                                        [Enlarge/Download Table]

                                                             DECEMBER 31, 2001          
                                                   -------------------------------------
                                                     BCOM3        BCOM3         BCOM3   
                                                   HISTORICAL   HISTORICAL   HISTORICAL 
                                                   U.S. GAAP    U.S. GAAP    FRENCH GAAP
                                                   ----------   ----------   -----------
                                                           (AMOUNTS IN MILLIONS)        
                                                                                        
Total non-current assets, net.....................   $1,789       E2,030       E2,059   
Current assets....................................    2,317        2,630        2,630   
Total assets......................................    4,106        4,660        4,689   
Shareholders' equity..............................    1,005        1,141        1,478   
Mandatorily redeemable stock......................      302          342          342   
Minority interests................................       18           20           21   
Total long-term and short-term liabilities........    2,781        3,157        3,190   
Total liabilities and shareholders' equity........    4,106        4,660        4,689   

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                                                        [Enlarge/Download Table]

                                                                    2001                 
                                                    -------------------------------------
                                                      BCOM3        BCOM3         BCOM3   
                                                    HISTORICAL   HISTORICAL   HISTORICAL 
                                                    U.S. GAAP    U.S. GAAP    FRENCH GAAP
                                                    ----------   ----------   -----------
                                                            (AMOUNTS IN MILLIONS)        
                                                                                         
Revenues..........................................   $ 1,917      E 2,141       E 2,158  
Total expenses....................................    (1,635)      (1,826)       (1,829) 
Operating income before depreciation, interest and                                       
  taxes...........................................       282          315           329  
Depreciation and amortization (refer to note 1)...      (149)        (166)          (79) 
Operating income (refer to note 1)................       133          149           250  
Net income........................................        26           30            25  
                                                     -------      -------       -------  

   Note 1:  The amortization of identified intangibles and goodwill has been
classified as a specific line below operating income under French GAAP.         
Therefore, this item is not included in the historical operating income for     
Bcom3 shown above.                                                              

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PRO FORMA UNAUDITED FINANCIAL INFORMATION AS OF AND FOR THE YEAR ENDED DECEMBER 
31, 2001 IN ACCORDANCE WITH U.S. GAAP IS AS FOLLOWS:                            

     Pro forma unaudited balance sheet in accordance with U.S. GAAP (in millions
of euros):                                                                      

                                                        [Enlarge/Download Table]

                                   PUBLICIS       BCOM3     HISTORICAL   PRO FORMA       PRO   
(U.S. GAAP)                      HISTORICAL(1)  HISTORICAL   COMBINED   ADJUSTMENTS     FORMA  
-----------                      -------------  ----------  ----------  -----------    ------- 
                                                                                               
Goodwill, net..................     E1,842        E1,481      E3,323       E1,284(K)    E4,607 
Intangible assets, net.........      1,401            41       1,442        1,998(K)     3,440 
Property and equipment, net....        360           427         787           --          787 
Investments and other financial                                                                
  assets, net..................        202            21         223           --          223 
Investments accounted for by                                                                   
  the equity method............          8            60          68           --           68 
Total non-current assets,                                                                      
  net..........................      3,813         2,030       5,843        3,282        9,125 
Inventory and costs billable to                                                                
  clients......................        195           242         437           --          437 
Accounts receivable............      1,845         1,872       3,717           --        3,717 
Other receivables and other                                                                    
  assets.......................        439           257         696           --          696 
Marketable securities..........         42            --          42           --           42 
Cash and cash equivalents......        621           259         880           --          880 
Current assets.................      3,142         2,630       5,772           --        5,772 
                                    ------        ------     -------      -------      ------- 
Total assets...................      6,955         4,660      11,615        3,282       14,897 
                                    ------        ------     -------      -------      ------- 

Capital stock..................         56            --          56           23(M)        79 
Preferred stock................         --            --          --        1,024(M)     1,024 
Additional paid in capital.....      2,350         1,347       3,697        2,416(M)     6,113 
Retained earnings (deficit)....       (520)         (197)       (717)      (1,141)(M)   (1,858)
Accumulated other comprehensive                                                                
  income (loss)................        142            (9)        133           --          133 
Treasury stock.................       (138)           --        (138)          --         (138)
Shareholders' equity...........      1,890         1,141       3,031        2,322        5,353 
Mandatorily redeemable stock...         --           342         342         (342)(K)       -- 
Minority interests.............         89            20         109           --          109 
Total long-term debt (excluding                                                                
  current portion).............        294           224         518          467(L)       985 
Other long-term liabilities....        735           280       1,015          775(K)     1,790 
Total short-term debt..........        758            52         810           --          810 
Accounts payable...............      1,875         1,997       3,872           --        3,872 
Accrued expenses and other                                                                     
  liabilities..................      1,314           604       1,918           60(N)     1,978 
Total liabilities..............      4,976         3,157       8,133        1,302        9,435 
                                    ------        ------     -------      -------      ------- 
Total liabilities and                                                                          
  shareholders' equity.........      6,955         4,660      11,615        3,282       14,897 
                                    ------        ------     -------      -------      ------- 

---------------                                                                 

(1) From Note 29 to the financial statements included in Publicis's Annual      
Report on Form 20-F/A for the year ended December 31, 2001 incorporated 
herein by reference.                                                    

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Pro forma unaudited income statement in accordance with U.S. GAAP (in 
millions of euros):                                                             

                                                        [Enlarge/Download Table]

                                    PUBLICIS       BCOM3     HISTORICAL   PRO FORMA     PRO   
(U.S. GAAP)                       HISTORICAL(1)  HISTORICAL   COMBINED   ADJUSTMENTS   FORMA  
-----------                       -------------  ----------  ----------  -----------  ------- 
                                                                                              
REVENUES........................     E 2,434      E 2,141     E 4,575       E --      E 4,575 
Salaries and related expenses...      (1,375)      (1,276)     (2,651)        --       (2,651)
Office and general expenses.....        (661)        (550)     (1,211)        --       (1,211)
Depreciation and                                                                              
  amortization(2)...............        (812)        (166)       (978)         9(O)      (969)
Other operating expenses........         (52)          --         (52)        --          (52)
                                     -------      -------     -------       ----      ------- 
OPERATING INCOME................        (466)         149        (317)         9         (308)
                                     -------      -------     -------       ----      ------- 
Financial (expense) income,                                                                   
  net...........................         (24)         (26)        (50)       (33)(P)      (83)
                                     -------      -------     -------       ----      ------- 
OTHER EXPENSES..................         (79)          --         (79)        --          (79)
                                     -------      -------     -------       ----      ------- 
INCOME (LOSS) OF CONSOLIDATED                                                                 
  COMPANIES BEFORE INCOME                                                                     
  TAXES.........................        (569)         123        (446)       (24)        (470)
                                     -------      -------     -------       ----      ------- 
Income taxes....................         (68)         (81)       (149)        44(Q)      (105)
                                     -------      -------     -------       ----      ------- 
INCOME OF CONSOLIDATED COMPANIES                                                              
  AFTER INCOME TAXES............        (637)          42        (595)        20         (575)
                                     -------      -------     -------       ----      ------- 
Equity in net income of non-                                                                  
  consolidated companies........           9           --           9         --            9 
                                     -------      -------     -------       ----      ------- 
Minority interests..............         (19)         (12)        (31)        --          (31)
                                     -------      -------     -------       ----      ------- 
NET INCOME......................        (647)          30        (617)        20         (597)
                                     -------      -------     -------       ----      ------- 
LOSS PER SHARE AS ADJUSTED FOR                                                                
  U.S. GAAP                                                                                   
  basic and diluted.............     E (4.76)                                         E (3.14)
                                     -------      -------     -------       ----      ------- 
WEIGHTED AVERAGE SHARES                                                                       
  OUTSTANDING AS ADJUSTED FOR                                                                 
  U.S. GAAP                                                                                   
  basic and diluted (in                                                                       
  millions).....................         136                                  56(R)       192 
                                     -------      -------     -------       ----      ------- 

---------------                                                                 

(1) From Note 29 to the financial statements included in Publicis's Annual      
Report on Form 20-F/A for the year ended December 31, 2001 incorporated 
herein by reference.                                                    

(2) Includes a E584 million non-recurring goodwill impairment charge related to 
the acquisition of Saatchi & Saatchi.                                   

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(K)  The purchase price and goodwill adjustment in accordance with U.S. GAAP    
have been determined as follows (in millions of euros):               

                                                                [Download Table]
                                                                     
Publicis ordinary shares exchanged for Bcom3, Inc. .........   2,048 
ORAs issued.................................................   1,024 
OBSAs issued................................................     858 
                                                              ------ 
Total consideration.........................................   3,930 
Less: net book value of net assets acquired.................      (2)
                                                              ------ 
Goodwill before allocation..................................   3,928 
Preliminary allocation to assets and liabilities:                    
  Client relationships maintained for more than 20 years....   1,038 
  Client relationships maintained for less than 20 years....     131 
  Trade name................................................     829 
Accrued liabilities.........................................     (60)
Deferred taxes..............................................    (775)
                                                              ------ 
Residual goodwill...........................................   2,765 
Less: Bcom3, Inc. goodwill acquired.........................  (1,481)
                                                              ------ 
Total adjustment to goodwill................................   1,284 

The net book value of Bcom3, Inc.'s assets acquired is computed as:   

                                                                [Download Table]
                                                                     
Stockholders' equity........................................   1,141 
Write-off of goodwill.......................................  (1,481)
Mandatorily redeemable stock................................     342 
                                                              ------ 
  Total.....................................................       2 

        The value of the ordinary shares exchanged for Bcom3's stock and the
     value of the ORAs issued is based on a five-day average of Publicis's share
 price (two trading days before the public announcement of the merger on
March 7, 2002, the day of the announcement and two trading days after 
announcement), or E36.41 per share.                                   

  Each ORA is exchangeable into 18 shares of Publicis common stock beginning
on September 1, 2005 through 2021. As such, the ORAs have been valued as
follows:                                                                

                                                                [Download Table]
                                                                            
ORAs issued.................................................       1,562,500
Conversion ratio............................................              18
                                                              --------------
                                                                  28,125,000
Publicis share price........................................          E36.41
                                                              --------------
  Total.....................................................  E1,024,031,250
                                                              ==============

(L)  In accordance with U.S. GAAP, the notes and detachable warrants comprising 
 the OBSAs are recorded on a pro rata basis based on their relative fair
values at the announcement date as follows (in millions of euros):    

                                                                [Download Table]
                                                                 
Pro rata fair value of notes................................  467
Pro rata fair value of detachable warrants..................  391
                                                              ---
  Total fair value..........................................  858

    The fair value of the notes prior to pro rata allocation has been determined
    based on the present value of the future cash flows discounted at Publicis's
borrowing rate. The fair value of the detachable warrants               

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before the pro rata allocation has been determined based on a binomial  
pricing methodology using the following inputs:                         

                                                                [Download Table]
                                                                   
Share price on date of grant................................  36.41
Strike price................................................  30.50
Volatility..................................................    30%
Risk free interest rate.....................................   4.5%

(M) The adjustments to shareholders' equity under U.S. GAAP can be summarized as
follows (in millions of euros):                                         

                                                                [Download Table]
                                                                     
Ordinary shares issued at par value.........................      23 
Additional paid in capital and retained earnings                     
  Issuance of ordinary shares...............................   2,025 
  Issuance of ORAs..........................................   1,024 
  Issuance of detachable warrants associated with the                
     OBSAs..................................................     391 
  Write-off of goodwill of Bcom3............................  (1,481)
  Elimination of Bcom3's resultant net negative equity after         
     write-off of goodwill..................................     340 
                                                              ------ 
Total increase in paid in capital...........................   2,299 

(N)  Estimated acquisition costs.                                               

(O)  Amortization on step-up in value of Bcom3 intangible assets acquired as    
follows (in millions of euros):                                       

                                                                [Download Table]
                                                                  
Client relationships of more than 20 years..................  (26)
Client relationships of less than 20 years..................  (11)
Trade name..................................................  (41)
Less: Bcom3 amortization of acquired goodwill and intangible      
      assets................................................   87 
Total adjustment............................................    9 

     No goodwill is amortized due to Publicis's adoption of SFAS 142 "Goodwill
    and intangible assets," in 2002, which has been applied for the purposes
of these pro forma statements. Under SFAS 142, goodwill is no longer
amortized, but reviewed annually for impairment.                    

(P)  Interest expense on the fair value of the note portion of the OBSAs        
  computed at 7%. The interest rate has been imputed based on the pro rata
    allocation of the fair value to the notes (see (L)) and future cash flows.

(Q)  Income taxes on the above adjustments.                                     

(R)  Represents Publicis common shares issued in exchange for Bcom3's stock. In 
  the future, and as presented here, dividends paid or accrued on the ORAs
    will reduce income available to common shareholders, and thus impact basic
   earnings per share. For purposes of computing diluted earnings per share,
     if dilutive, all outstanding ORAs will be assumed to have been converted to
Publicis common shares. This will result in an additional 28,125,000  
weighted average diluted shares.                                      

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SUMMARY OF FUTURE DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES  
IN FRANCE AND THE UNITED STATES RESULTING FROM THIS TRANSACTION                 

 Publicis's consolidated financial statements are prepared in accordance
with French GAAP, which differs from U.S. GAAP. The new significant differences 
applicable to the future group resulting from this transaction are summarized   
below:                                                                          

ACCOUNTING FOR THE BUSINESS COMBINATION WITH BCOM3                          

    Under French GAAP, in accordance with the article 210 of rule 99-02 of the
CRC (Comite de Reglementation Comptable), the purchase price of the Bcom3 shares
equals the fair value of the securities issued in the exchange as of the date of
effective control, taking into account the impact of the specific contract      
clauses relating to the lock up of the securities. Under U.S. GAAP, the value of
the ordinary shares exchanged for Bcom3 stock and ORAs issued is based on a     
five-day average of Publicis's share price (2 days before the public            
announcement of the acquisition on March 7, 2002, the day of announcement, and  
two days after).                                                                

ACCOUNTING FOR GOODWILL                                                     

     Under French GAAP, goodwill is generally capitalized and amortized over its
estimated useful life. It is also reviewed for impairment, if the estimated     
useful life changes. Under U.S. GAAP, no goodwill will be amortized due to      
Publicis's adoption of SFAS 142 "Goodwill and intangible assets," in 2002. Under
SFAS 142, goodwill is no longer amortized, but reviewed annually for impairment.

ACCOUNTING FOR OBSAS ISSUED                                                 

   In accordance with U.S. GAAP, the notes and detachable warrants that form
part of the OBSAs are recorded on a pro rata basis based on their relative fair 
values at the date of acquisition. Detachable warrants are considered to be     
embedded derivative instruments and are required to be separately accounted for 
under SFAS 133 at fair value with changes in fair value reflected through the   
income statement. Additionally, to achieve a constant rate of interest, the     
interest expense on the OBSAs is calculated using the fixed interest rate on the
face value of the notes plus amortization of a debt discount using the effective
interest method.                                                                

Under French GAAP, the detachable warrants are considered to be an    
off-balance sheet commitment and are not recorded; the full fair value is       
therefore attributed to the notes. Additionally, the interest expense on the    
OBSAs is accrued based on the face interest rate of the notes.                  

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DESCRIPTION OF PUBLICIS SHARE CAPITAL 

GENERAL                                                                         

 Publicis is a societe anonyme (corporation) organized under the laws of
France. Copies of Publicis's statuts (which are the equivalent of bylaws) in    
French may be obtained from the Registry of Commerce and Companies of Paris,    
France.                                                                         

   Publicis's statuts specify that its corporate affairs are governed by the
French Company Law No. 66-537 of July 24, 1966 now incorporated in the French   
Commercial Code and the statuts themselves. Publicis's duration is currently set
to end on October 3, 2037, unless it is dissolved at an earlier time or its     
duration is extended to a later date by its shareholders.                       

    On August 29, 2000, the shareholders of Publicis approved a 10-for-1 share
split. As a result, each Publicis ordinary share, nominal value French francs   
25.00 per share, was exchanged for 10 Publicis ordinary shares, nominal value   
French francs 2.50 per share. On January 1, 2001, the capital of Publicis was   
converted from French Franc to euro, setting the current par value of each      
Publicis ordinary share at E0.40 per share. Unless otherwise indicated, share   
amounts set forth in this proxy statement/prospectus give effect to this 10-    
for-1 share split.                                                              

SHARE CAPITAL                                                                   

    Publicis's share capital at December 31, 2001 (the date of the most recent
balance sheet incorporated into this proxy statement/prospectus) was            
E55,839,998.40 represented by 139,599,996 shares of E0.40 each (140,518,192     
Publicis ordinary shares on a fully diluted basis, assuming the exercise of all 
outstanding options). Publicis's share capital at August 20, 2002 was           
E55,920,510 represented by 139,801,275 shares of E0.40 each (158,142,713        
Publicis ordinary shares on a fully diluted basis, assuming the exercise of all 
outstanding options and conversion of all outstanding convertible bonds). All of
the Publicis ordinary shares are fully paid.                                    

VOTING RIGHTS                                                                   

Subject to the limitations on voting rights described below under the 
caption "-- Requirements for Holdings Exceeding Specified Percentages," each    
shareholder is entitled to one vote per share at any general meeting of         
Publicis's shareholders. A double voting right is granted to holders of         
fully-paid registered shares when those shares have been registered for more    
than two years in the name of the same shareholder. Any share whose ownership is
transferred (certain intra-family transactions excepted) or which is converted  
into a bearer share loses the right to the double vote. Double voting rights    
also attach to any shares issued by right to shareholders in proportion to the  
number of shares with double voting rights which such shareholders held prior to
the issuance. As of August 20, 2002, the total voting power of the outstanding  
Publicis ordinary shares, taking into account the double voting rights, was     
171,783,088. Votes can be cast by proxy or by mail. Proxies can only be         
exercised by the shareholder's spouse or by another shareholder.                

AMENDMENTS TO RIGHTS OF HOLDERS                                                 

  The rights of holders of Publicis ordinary shares can be amended only by
action of an extraordinary general meeting. Extraordinary meetings must be held 
for specific corporate actions as required by the French Commercial Code. For a 
detailed description of the differences between ordinary and extraordinary      
meetings, please refer to "Comparative Rights of Publicis Shareholders and Bcom3
Stockholders" starting on page 177. Two-thirds of the voting power of the shares
voting either in person or by mail or proxy must approve any proposal to amend  
shareholder rights.                                                             

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CHANGES IN SHARE CAPITAL                                                        

INCREASES IN SHARE CAPITAL                                                  

    As provided by the French Commercial Code, Publicis's share capital may be
increased only with the shareholders' approval at an extraordinary general      
meeting. Increases in Publicis's share capital may be effected by:              

- issuing additional shares;                                          

- increasing the nominal value of existing shares; or                 

- creating a new class of equity securities.                          

     Increases in share capital by issuing additional securities may be effected
through one or a combination of the following:                                  

- for cash;                                                           

- for assets contributed in kind;                                     

- by conversion of debt securities previously issued;                 

- by capitalization of profits, reserves or share premiums; or        

- subject to various conditions, in satisfaction of debt incurred by  
Publicis.                                                         

Capital increases require the approval of an extraordinary general    
shareholders meeting, with the exception of decisions to increase the share     
capital through the capitalization of reserves, profits and/or share premiums   
which require the approval of an extraordinary general shareholders meeting,    
acting under the quorum and voting requirements applicable to ordinary          
shareholders meetings. Increases effected by an increase in the nominal value of
shares require an unanimous approval of the shareholders, unless effected by    
capitalization of reserves, profits or share premiums.                          

    The shareholders may delegate the right to carry out any increase in share
capital to the management board, provided that the increase has been previously 
authorized by the shareholders. The management board may further delegate this  
right to the chairman of the management board.                                  

DECREASES IN SHARE CAPITAL                                                  

   According to the French Commercial Code, any decrease in Publicis's share
capital requires approval by the shareholders entitled to vote at an            
extraordinary general meeting. In the case of a capital reduction, other than a 
reduction to absorb losses or a reduction as part of a program to purchase      
Publicis's own shares, all shareholders must be offered the opportunity to      
participate in such a reduction. The share capital may be reduced either by     
decreasing the nominal value of the outstanding share capital or by reducing the
number of outstanding shares. The number of outstanding shares may be reduced,  
among other things, by the repurchase and cancellation of shares.               

    The shareholders may delegate the right to carry out any decrease in share
capital to the management board, provided that the decrease has been previously 
authorized by the shareholders.                                                 

PREFERENTIAL RIGHT OF SUBSCRIPTION                                              

Under French law, shareholders have preemptive rights to subscribe for
issuances for cash of new shares or other securities giving rights, directly or 
indirectly, to acquire additional shares on a pro rata basis for a limited      
period of time. A two-thirds majority of the shares entitled to vote at an      
extraordinary general meeting may vote to waive or grant preemptive subscription
rights with respect to any particular offering. French law requires that the    
management board and Publicis's independent auditors present reports that       
specifically address any proposal to waive preemptive subscription rights. In   
the event of a waiver, the issue of securities must be completed within the     
period prescribed by law. A shareholder may also notify Publicis that he or she 
individually wishes to waive his or her own preemptive subscription rights with 
respect to any particular                                                       

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offering if he or she so chooses. Preemptive subscription rights, if not        
previously waived, are transferable during the subscription period relating to a
particular offering of shares and may be listed on Euronext Paris.              

  A two-thirds majority of the shares entitled to vote at an extraordinary
general meeting may also grant to existing shareholders a non-transferable      
priority right to subscribe to any new securities that may affect Publicis's    
share capital.                                                                  

   Please note that U.S. holders of Publicis ordinary shares may not be able
to exercise preemptive rights to which they otherwise would be entitled unless a
registration statement under the U.S. Securities Act is effective with respect  
to such rights or an exemption from the registration requirements is available. 
If preemptive rights cannot be exercised by any holder, Publicis will make      
arrangements to have such holder's preemptive rights sold and the net proceeds  
of the sale distributed to such holder. If such rights cannot be sold for any   
reason, Publicis may allow such rights to lapse.                                

DESCRIPTION OF RECENT ISSUANCES OF PUBLICIS ORDINARY SHARES                     

   Between January 1, 2002 and August 20, 2002, Publicis increased its share
capital by approximately E79,311.60 represented by 198,279 shares, par value    
E0.40 each. Of this amount:                                                     

  - E68,559.60 was attributable to the issuance of 171,399 shares upon the
contribution to Publicis of Saatchi & Saatchi plc shares held by  
  individuals as a result of their exercise of Saatchi & Saatchi stock
options;                                                          

- E10,752 was attributable to the issuance of 29,880 shares upon the  
exercise of options by employees.                                 

     As of August 20, 2002, 100,000,000 Publicis ordinary shares were authorized
for future issuances (including 17,624,521 shares reserved for issuance upon    
conversion of the 17,624,521 senior convertible unsecured bonds (obligations a  
option de conversion en actions nouvelles et/ou d' echange en actions           
existante), with an aggregate face value of E690 million, which we refer to as  
OCEANES herein, that Publicis issued in January of 2002).                       

REPURCHASES OF PUBLICIS ORDINARY SHARES                                         

Under French law, Publicis may not issue shares to itself. However,   
Publicis may, either directly or through a financial intermediary acting on its 
behalf, purchase Publicis ordinary shares for the following purposes, among     
others:                                                                         

    - to provide shares to Publicis's employees under a profit-sharing plan or
stock option plan;                                                

  - to sell or keep its shares in treasury depending on market conditions;

- to transfer shares, by any means and for any purpose, including in  
connection with acquisition transactions;                         

- to provide shares for issuance in connection with the redemption,   
     exercise, conversion or exchange of securities redeemable, exercisable,
convertible or exchangeable for its shares; and                   

   - to reduce Publicis's share capital by canceling the shares it purchases
 (with the approval of its shareholders obtained at an extraordinary
general shareholders meeting).                                    

    Subject to authorization by the shareholders of Publicis, any of the above
purposes may be modified.                                                       

  Publicis may at any time hold up to 10% of its share capital in treasury
for so long as its ordinary shares are listed on a regulated market such as the 
Premier Marche of Euronext Paris. To repurchase Publicis ordinary shares,       
Publicis first must file a note d'information that has received the approval, or
visa, of the COB and obtain approval by its shareholders at an ordinary general 
meeting (except if the purpose of the repurchase is to decrease the share       
capital by canceling the shares).                                               

   Publicis has obtained five consecutive approvals from its shareholders to
buy back Publicis ordinary shares within the limits set by French law.          

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TRADING IN PUBLICIS'S OWN SHARES                                                

 Under COB regulations, Publicis may not trade in its own shares for the
purpose of manipulating the market. There are three requirements for purchases  
and sales by Publicis of its own shares to be deemed valid. Specifically, in    
order to be deemed valid pursuant to the safe harbor provisions of COB          
regulations:                                                                    

- trades must generally be executed on behalf of Publicis by only one 
intermediary in each trading session;                             

   - any block trades, which means trades outside the public market, may not
be made at a price above the then current market price; and       

 - each trade must be made at a price that is between the lowest and the
       highest trading price of the trading session during which it is executed.

    If Publicis ordinary shares are continuously quoted (cotation en continu),
as they currently are, then a trade by Publicis of its own ordinary shares must 
fulfill three requirements in order to be deemed valid pursuant to the safe     
harbor provisions of COB regulations. Specifically, the trade must not:         

 - influence the determination of the quoted price before the opening of
    trading, at the first trade of the shares, at the reopening of trading
     following a suspension, or, as applicable, in the last half-hour of any
trading session or at the fixing of the closing price;            

     - be carried out in order to influence the price of a derivative instrument
relating to the Publicis shares; and                              

  - account for more than 25% of the average total daily trading volume on
 the Premier Marche of Euronext Paris in the shares during the three
trading days immediately preceding the trade.                     

This last requirement applies only to trades in shares, like Publicis 
ordinary shares, that may be traded pursuant to the deferred settlement service 
(service de reglement differe, or SRD).                                         

  However, there are two periods during which Publicis is not permitted to
trade in its own securities:                                                    

- the 15-day period before the date on which Publicis makes its       
consolidated or annual accounts public; and                       

- the period beginning on the date at which Publicis becomes aware of 
    information that, if disclosed, would have a significant impact on the
       market price of its securities and ending on the date this information is
made public.                                                      

After making an initial purchase of its own shares, Publicis must file
monthly reports with the COB and the Conseil des Marches Financiers, or CMF,    
that contain specified information about subsequent transactions. The CMF makes 
this information publicly available. In the U.S., any trades by Publicis in its 
own securities are subject to the restrictions imposed by the U.S. securities   
laws, including the anti-fraud provisions of the Exchange Act and the rules     
promulgated thereunder.                                                         

FORM, HOLDING AND TRANSFER OF PUBLICIS ORDINARY SHARES                          

 Publicis's statuts provide that Publicis ordinary shares may be held in
registered or bearer form.                                                      

   In accordance with French law concerning dematerialization of securities,
shareholders' ownership rights are represented by book entry instead of share   
certificates. Publicis maintains a share account with Euroclear France S.A. for 
all shares in registered form, which is administered by Euro Emetteurs Finance. 
In addition, Publicis maintains separate accounts in the name of each of its    
shareholders either directly, or, at a shareholder's request, through the       
shareholder's accredited intermediary. Each shareholder account shows the name  
of the holder and the number of shares held and, in the case of shares held     
through an accredited intermediary, shows that they are so held. Euro Emetteurs 
Finance, as a matter of course, issues confirmations to each registered         
shareholder as to shares registered in the shareholder's account, but these     
confirmations are not documents of title.                                       

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   Shares held in bearer form are held by the shareholder in an account with
an accredited intermediary which in turn holds an account with Euroclear France 
S.A. The account held by the accredited intermediary with Euroclear is separate 
from any Publicis share account with Euroclear France S.A. Each accredited      
intermediary maintains a record of shares held through it and will issue, upon  
request, to each shareholder confirmations as to the shares held in the         
shareholders' account, but these confirmations are not documents of title.      
Shares held in bearer form may only be transferred through accredited           
intermediaries. Publicis's statuts permit it to request that Euroclear France   
S.A. provide it at any time with the identity of the holders of its shares or   
other securities granting immediate or future voting rights, held in bearer form
and with the number of shares or other securities so held.                      

     Publicis's statuts do not contain any restrictions relating to the transfer
of shares. Registered shares must be converted into bearer form before being    
traded on the Premier Marche of Euronext Paris and, accordingly, must be        
registered in an account maintained by an accredited intermediary. A shareholder
may initiate a transfer by giving instructions to the relevant accredited       
intermediary. For dealings on the Premier Marche of Euronext Paris, a tax       
assessed on the price at which the securities are traded, or impot sur les      
operations de bourse, is payable at the rate of 0.3% on transactions of up to   
E152,449 and at a rate of 0.15% on transactions exceeding this amount, capped at
E609.80 per transaction. This tax is subject to a rebate of E22.87 per          
transaction. However, nonresidents of France are not required to pay this tax.  
In addition, a fee or commission is payable to the broker involved in the       
transaction, regardless of whether the transaction occurs within or outside     
France. Normally, no registration duty is payable in respect of listed shares in
France, unless a transfer instrument has been executed in France.               

REQUIREMENTS FOR HOLDINGS EXCEEDING SPECIFIED PERCENTAGES                       

   The French Commercial Code provides that any individual or entity, acting
alone or in concert with others, that becomes the owner, directly or indirectly,
of more than 5%, 10%, 20%, one-third, 50% or two-thirds of the outstanding      
shares or voting rights of a publicly listed company in France, such as         
Publicis, or that increases or decreases its shareholding or voting rights above
or below any of those percentages, must notify the company within 15 calendar   
days of the date it crosses the threshold, of the number of shares (and         
equity-linked securities, such as warrants, convertible or redeemable bonds) it 
holds and their voting rights. The individual or entity must also notify the CMF
within five trading days of the date it crosses the threshold.                  

     French law and the COB regulations impose additional reporting requirements
on persons who acquire more than 10% or 20% of the outstanding shares or voting 
rights of a publicly listed company. These persons must file a report with the  
company, the COB and the CMF within 15 days of the date they cross any of these 
thresholds. In the report, the acquirer must specify its intentions for the     
following 12-month period, including whether or not it intends to continue its  
purchases, to acquire control of the company in question or to seek nomination  
to the board of directors (or to the management board and/or supervisory board).
The CMF makes the notice public. The acquirer may amend its stated intentions,  
provided that it does so on the basis of significant changes in the situation of
the company, its environment or its shareholding structure. Upon any change of  
intention, the acquirer must file a new report.                                 

    If any person fails to comply with the legal notification requirement, the
shares or voting rights in excess of the relevant threshold will be deprived of 
voting rights for all shareholder meetings until the end of a two-year period   
following the date on which the owner complies with the notification            
requirements. In addition, any shareholder who fails to comply with these       
requirements may have all or part of its voting rights suspended for up to five 
years by the Tribunal de Commerce, which is a French commercial court, and may, 
at the request of the company's chairman, any shareholder or the COB, be subject
to a E18,000 fine.                                                              

 Under CMF regulations, and subject to limited exemptions granted by the
CMF, any person or persons acting in concert owning in excess of one-third of   
the share capital or voting rights of a publicly listed French company must     
initiate a public tender offer for the balance of the share capital of that     
company. Dentsu and Madame Badinter received an exemption from this requirement 
from the CMF on May 24, 2002.                                                   

In addition, Publicis's statuts require that any individual or entity,
acting alone or as member of a group of shareholders, who holds or becomes the  
holder of, directly or indirectly, more than 1% of its share capital or         

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voting rights must notify Publicis within 15 days by registered mail, return    
receipt requested, of the number of shares it holds. The same notification      
requirement applies to each subsequent increase or decrease in ownership of 1%  
or whole multiples of 1%. If a person does not comply with this notification    
requirement, one or more shareholders holding together 1% or more of its share  
capital may call a shareholder meeting to deprive the shares in excess of the   
relevant threshold of voting rights for all shareholder meetings for two years  
following the date on which the owner complies with the notification            
requirements.                                                                   

In order to permit holders to give the required notice, Publicis must 
publish in the Bulletin des Annonces Legales Obligatoires, or BALO, no later    
than 15 calendar days after the annual ordinary general meeting of shareholders,
information regarding the total number of voting rights outstanding as of the   
date of the meeting. In addition, if the number of outstanding voting rights    
changes by 5% or more between two annual ordinary general meetings, Publicis    
must publish in the BALO, within 15 calendar days of such change, the number of 
voting rights outstanding and provide the CMF with a written notice. The CMF    
publishes the total number of voting rights so notified by all listed companies 
in a weekly notice, mentioning the date each number was last updated.           

DIVIDENDS                                                                       

     Publicis may distribute dividends upon the recommendation of its management
board and the approval of its shareholders at their annual general meeting.     
Under the French Commercial Code, a company's right to pay dividends is limited 
in some circumstances. Pursuant to the French commercial code, the payment of   
dividends is subject to the approval of the financial statements by the annual  
shareholders meeting and the condition that sufficient funds are available for  
the payment. In addition, various accounting requirements imposed by French law 
may limit a company's right to pay dividends.                                   

Dividends are paid in euros, the currency of the European Union. Any  
dividends paid to shareholders who are not residents of France generally will be
subject to French withholding tax at a rate of 25%. Shareholders who qualify for
benefits under an applicable tax treaty and who comply with the procedures for  
claiming treaty benefits may be entitled to a reduced rate of withholding tax.  
In some circumstances, these shareholders also may be entitled to an additional 
payment, net of withholding tax, representing all or part of the French avoir   
fiscal, or tax credit. See "Material Tax Consequences -- Material French Tax    
Consequences of Holding and Disposing of Publicis Ordinary Shares, ORAs, OBSAs  
and/or Warrants (Bons De Souscription) -- Publicis Ordinary                     
Shares -- Dividends."                                                           

See "Comparative Market Price, Trading Volume and Dividend Data" for a
table showing the total dividends declared per share for each of the last five  
years, without giving effect to the French avoir fiscal and before deduction of 
any French withholding tax.                                                     

LIQUIDATION RIGHTS                                                              

    If Publicis is liquidated, any assets remaining after payment of its debt,
liquidation expenses and all of its remaining obligations will be distributed   
first to repay in full the nominal value of its outstanding shares. Any surplus 
will be distributed pro rata among its shareholders in proportion to the        
aggregate nominal value of their shareholdings.                                 

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DESCRIPTION OF USUFRUCT INTEREST AND BARE LEGAL TITLE 

GENERAL                                                                         

  The Publicis/Bcom3 merger agreement provides that about 6,827,984 of the
Publicis ordinary shares issued in the merger will be split into usufruct       
interests and bare legal title for a two-year period. The usufruct interests    
will go to former holders of Class A common stock and the bare legal title will 
go to Dentsu, as the only holder of Class B common stock. At the end of the     
two-year period, the bare legal title will automatically revert back to the     
usufruct holder. When this happens, Dentsu will no longer have any interest in  
these shares, and the usufruct holder will simply own whole Publicis ordinary   
shares that are no longer split into usufruct and bare legal title.             
Specifically, as part of the merger consideration, Dentsu, as the only holder of
Bcom3's Class B common stock, will receive the bare legal title (nue propriete) 
to 0.957024 Publicis ordinary shares (which includes the voting rights of such  
shares) for each share of Bcom3 stock owned by it immediately prior to the      
effective time of the Publicis/Bcom3 merger (after consummation of the first    
step merger) until the second anniversary of the closing date of the mergers,   
and each holder of Bcom3 Class A common stock will receive the usufruct interest
(usufruit) in 0.548870 Publicis ordinary shares for each share of Bcom3 Class A 
stock he or she owns immediately prior to the effective time of the             
Publicis/Bcom3 merger (after consummation of the first step merger), together   
with the right to receive bare legal title to such shares on the second         
anniversary of the closing date of the mergers. Notwithstanding the ratio set   
forth above, the aggregate number of Publicis ordinary shares to which Dentsu   
will receive bare legal title shall equal the aggregate number of Publicis      
ordinary shares actually delivered to the special nominee as described below    
(which, for example, will not include any Publicis ordinary shares to be sold   
under the fractional share provisions described above under the caption "The    
Publicis/Bcom3 Merger Agreement -- Fractional Interests"). The holders of the   
usufruct and the bare legal title will not be obligated to pay any additional   
amounts to Publicis or Bcom3 based on their holding of the usufruct and bare    
legal title. The rights associated with a usufruct interest and the nue         
propriete (or bare legal title) of an ordinary share are described below.       

SEPARATION OF LEGAL TITLE AND USUFRUCT INTEREST                                 

    The arrangements described above will be implemented by splitting the bare
legal title and usufruct interest in approximately 6,827,984 Publicis ordinary  
shares (referred to as the "designated shares") to be issued in the             
Publicis/Bcom3 merger.                                                          

     Prior to the closing date of the Publicis/Bcom3 merger, Bcom3 will select a
nominee reasonably acceptable to Publicis to receive issuance of the designated 
shares on behalf of holders of Class A common stock of Bcom3 immediately prior  
to the effective time of the Publicis/Bcom3 merger. In this section, we refer to
this nominee as the "special nominee" and these holders as the "former holders."

Immediately after the effective time of the Publicis/Bcom3 merger, the
special nominee, on behalf of the former holders, will transfer to Dentsu by way
of pret de consommation, pursuant to Articles 1892 sq. of the French Civil Code,
the bare legal title to the designated shares. This transfer will be governed by
a French law conveyance agreement, which we refer to as the "transfer contract."
Immediately after this transfer, the special nominee shall transfer to the      
exchange agent the remaining usufruct interest in the designated shares for     
distribution to the former holders of Class A Common Stock as merger            
consideration.                                                                  

TERM OF THE USUFRUCT ARRANGEMENT                                                

     The usufruct arrangement described above will remain in place for two years
after the closing date of the mergers, subject to early termination upon the    
occurrence of certain events set forth in the transfer contract.                

    Upon expiration or termination of the arrangement as described above, bare
legal title in all designated shares will automatically revert to the usufruct  
holder. As a result of this reversion, the usufruct holder will have undivided  
ownership of the designated shares and will be eligible for double voting rights
on those shares beginning two years after the reversion. Dentsu will have no    
interest in the designated shares after the reversion.                          

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    In addition to the foregoing, with respect to each former holder who is an
individual, in the event of the death of such former holder, the usufruct       
arrangement relating to the usufruct received by such former holder in the      
merger is automatically deemed terminated as of the day preceding his or her    
death. Upon such termination, the bare legal title relating to such usufruct    
shall automatically revert to the usufruct holder.                              

If you will hold your Class A shares in an entity (such as a trust,   
corporation or limited liability company), rather than directly in your name, at
the effective time of the Publicis/Bcom3 merger, the usufruct interests will be 
issued to that entity. PLEASE BE AWARE THAT UNDER FRENCH LAW, YOU RISK          
FORFEITING THE USUFRUCT INTEREST IF YOU TERMINATE THE LEGAL EXISTENCE OF SUCH   
ENTITY WHILE THE USUFRUCT ARRANGEMENT REMAINS IN EFFECT (EVEN IF, AT THE TIME OF
TERMINATION, THE ENTITY IS NO LONGER THE HOLDER OF THE USUFRUCT). AS SUCH, YOU  
SHOULD PLAN TO MAINTAIN THE LEGAL EXISTENCE OF ANY SUCH ENTITY FOR TWO YEARS    
AFTER THE MERGERS ARE CONSUMMATED.                                              

RIGHTS OF THE BARE LEGAL TITLE HOLDER                                           

   Under the transfer contract, Dentsu, as the bare legal title holder, will
have all voting rights attached to the designated shares, including the right to
vote at ordinary, extraordinary and special general meetings, that may be       
exercised by the holders of Publicis ordinary shares in accordance with the     
provisions of the French Commercial Code and Publicis's statuts. Dentsu will    
also be reflected as the registered holder of the designated shares in the share
register of Publicis.                                                           

RIGHTS OF THE USUFRUCT HOLDER                                                   

     Under the transfer contract and in accordance with the provisions contained
in Article 582 of the French Civil Code, the usufruct holders will be entitled  
to all economic rights attached to the designated shares. The transfer contract 
contains specific provisions to address various kinds of economic rights,       
including:                                                                      

     - Regular Dividends.  Any dividends within the meaning of Article L. 232-12
       of the French Commercial Code shall inure to the exclusive benefit of the
      usufruct holder, including any cash dividends or any dividends for which
     there is an option to be paid in shares. The transfer contract provides
    that only the usufruct holder, and not Dentsu, shall have the right to
   exercise an option to be paid dividends in the form of shares. In the
   event this option is exercised, the new shares thereby acquired shall
inure to the exclusive benefit of the usufruct holder.            

      In the event of an amount distributed to shareholders from shareholders'
  equity (distribution prelevee sur un compte de capitaux propres), in
      respect of the designated shares apart from distributable profits, which
  distribution supplements a dividend within the meaning of Article L.
232-12 of the French Commercial Code (regardless of the amount or 
respective proportions of the distributable profits and such      
      supplementary amount), such distribution shall be deemed to constitute a
       dividend for the purposes of the transfer contract and shall inure to the
exclusive benefit of the usufruct holder.                         

- Extraordinary Distribution in Cash.  In addition to regular cash    
 dividends, the usufruct holder will also be entitled to receive any
     extraordinary distribution in cash in respect of the designated shares,
 including but not limited to distributions of reserves or premiums,
      reduction of capital, reimbursement of capital, redemption of capital or
a distribution in liquidation (boni de liquidation).              

    - Extraordinary Distribution in Kind.  In the event of any distribution in
      kind (other than regular dividends) in respect of the designated shares,
 including but not limited to distributions of reserves or premiums,
      reduction of capital, reimbursement of capital, redemption of capital or
       a distribution in liquidation, if and to the extent Dentsu acquires or is
       deemed to hold any interest therein, such interest shall automatically be
    transferred to the usufruct holder without further consideration, such
       that the entire distribution in kind shall inure to the exclusive benefit
of the usufruct holder.                                           

     - Free Attribution of Shares.  Any shares received in a free attribution of
     shares (by way of capitalization of reserves, profits or premiums or by
       way of reductions of the nominal value, in each case giving rise to newly
    issued shares) (a French law concept similar to a stock split) will be
     deemed to be designated shares subject to the usufruct/bare legal title
arrangement under the transfer contract.                          

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 In the event of a capital increase in cash or of any other issue giving
rise to preferential subscription rights or priority rights for holders of      
Publicis ordinary shares, the preferential subscription rights or priority      
rights attached to the designated shares shall inure to the exclusive benefit of
the usufruct holder. If the usufruct holder exercises in whole or in part such  
preferential subscription rights or priority rights, the newly subscribed shares
will be deemed to be designated shares subject to the usufruct/bare legal title 
arrangement under the transfer contract.                                        

ROLLOVER IN THE EVENT OF A MERGER                                               

 In the event of a merger of Publicis into another company or a split-up
(scission) of Publicis, in either case with the result that Publicis ceases to  
exist as a legal entity, the shares of the surviving entity received in the     
transaction as consideration for the designated shares will be deemed designated
shares subject to the usufruct/bare legal title arrangement under the transfer  
contract. As a result, the former holders of usufruct interests in Publicis     
shares will hold usufruct interests in the shares of the surviving entity       
received in the transaction, and Dentsu will hold bare legal title to these     
shares.                                                                         

NO TRANSFER OF BARE LEGAL TITLE BY DENTSU                                       

   Dentsu will not transfer in any manner whatsoever the bare legal title to
the designated shares or any interest therein, including without limitation by  
way of a sale, contribution, exchange, encumbrance, swap or otherwise (except   
for transfers to wholly owned subsidiaries of Dentsu that have agreed to be     
bound by the terms of the transfer contract).                                   

BINDING ARBITRATION                                                             

The transfer contract provides that any dispute, controversy or claim 
arising out of, relating to, or in connection with the transfer contract, or the
breach, termination or validity of the transfer contract, will be referred to   
and finally settled by arbitration conducted in Paris under the rules of the    
London Court of International Arbitration.                                      

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DESCRIPTION OF ORAS 

The particular ORA to be issued by Publicis in the merger is a unique 
security issued pursuant to Section L228-91 of the French Commercial Code, it is
treated as "other shareholders' equity" (autres fonds propres) on Publicis's    
consolidated balance sheet for French GAAP purposes, as equity for U.S. tax     
purposes, and as an "Obligation Remboursable en Actions" (obligation redeemable 
in stock) for French corporate law and tax purposes. Each Bcom3 Class A         
stockholder will receive .098108 ORAs for each share of Class A common stock    
such stockholder owns immediately prior to the effective time of the            
Publicis/Bcom3 merger (after consummation of the first step merger).            

NOTIONAL AMOUNT                                                                 

     Each ORA issued in the merger will have an initial notional amount of E549.

NOTIONAL AMOUNT NEVER PAID IN CASH, BUT IN PUBLICIS ORDINARY SHARES             

The notional amount of the ORA is never paid in cash but rather in a  
pre-agreed number of Publicis ordinary shares. Each ORA represents the right to 
receive 18 newly issued ordinary shares or, at Publicis's option, ordinary      
shares held in treasury over the term of the ORA. On September 1, 2005, and on  
each September 1 thereafter through and including September 1, 2021, each holder
of an ORA will receive one Publicis ordinary share and the notional amount of   
the ORA will be reduced by E30.50. The final redemption of the remaining        
notional amount in Publicis ordinary shares will occur on the final maturity    
date which is the 20th anniversary of the issuance of the ORAs (which issuance  
will occur on the closing date of the Publicis/Bcom3 merger).                   

The number of Publicis ordinary shares to be so received is subject to
customary anti-dilution adjustments to reflect events affecting the Publicis    
ordinary shares as described below under the caption "-- Anti-Dilution Rights   
and Other Adjustments."                                                         

ANNUAL CASH AMOUNT                                                              

An annual cash amount accrues each year on the outstanding ORAs as    
described below, but accrued amounts are only paid in a given year if the       
general meeting of Publicis shareholders, in its discretion, declares a dividend
on the Publicis ordinary shares between September 1 of the preceding year and   
August 31 of that year. The annual amount accruing on each ORA is a minimum of  
0.82% of its outstanding notional amount per annum (except as set forth below   
for the period through August 31, 2004) and is payable annually on September 1  
(or the following business day if such day is not a business day), except that  
the final annual amount in 2022 will be payable on the 20th anniversary of the  
issuance of the ORAs.                                                           

 For the period from the date of issuance up to and including August 31,
2004, the annual amount will be E4.50 per ORA. The first annual amount payable  
on September 1, 2003 will be calculated on a pro rata basis for the period from 
the date of issuance through August 31, 2003.                                   

    For the period starting September 1, 2004, the annual amount accruing each
year with respect to each E30.50 of notional amount of the ORA will be equal to 
110% of the historical average of the annual dividends declared on each Publicis
ordinary share (excluding the related tax credit (avoir fiscal)), but in each   
year the annual amount will be at least the minimum rate. The historical average
will be recalculated every three years and will be based on the actual dividends
(excluding the related tax credit (avoir fiscal)) declared on each Publicis     
ordinary share during a three-year period which consists of the year of the     
annual amount determination and the preceding two years, but in each year will  
be at least the minimum rate.                                                   

 As an example, the annual amount payable on September 1, 2005, 2006 and
2007 will be calculated on the basis of the average of the actual dividends     
declared on a Publicis ordinary share in the three twelve-month periods         
preceding September 1 of the years 2003, 2004 and 2005 and the annual amount    
payable on September 1, 2008, 2009 and 2010 will be calculated on the basis of  
the average of the actual dividends declared on a Publicis ordinary share in the
three twelve-month periods preceding September 1 of the years                   

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2006, 2007 and 2008. The annual amount is payable with respect to the notional  
amount then outstanding, determined by multiplying the remaining balance of     
Publicis ordinary shares for which the ORAs could then be redeemed by E30.50.   
The annual amount due in 2022 will be paid on the 20th anniversary of the       
issuance of the ORAs and it will be calculated on a pro rata basis for the      
period from September 1, 2021 through the 20th anniversary of the ORA issuance. 

 As mentioned above, the annual amount due for a given year will only be
paid if the general meeting of Publicis's shareholders has declared a dividend  
between September 1 of the previous year and August 31 of the year in question. 
Should no dividend be declared by the general meeting of Publicis's shareholders
between September 1 of the previous year and August 31 of the year in question, 
the annual amount will be payable in full (without bearing interest), with all  
arrearages, in the first year in which a dividend is declared by the Publicis   
general shareholders meeting regardless as to what amount that dividend is.     

   In the event that no dividend is declared on the Publicis ordinary shares
for five consecutive years (other than the five consecutive years immediately   
preceding the final maturity date)(see the first item under the caption         
"-- Accelerated and Automatic Redemption" below), each holder will be entitled  
to accelerate the redemption of the ORAs in full, but only for Publicis ordinary
shares, and will not receive any payment in respect of accumulated and unpaid   
annual amounts. If redemption of the ORAs is accelerated for any other reason,  
or if there are accrued and unpaid annual amounts in respect of any of the five 
years prior to final maturity, Publicis will pay accrued and unpaid annual      
amounts at its option in either cash or Publicis ordinary shares.               

     If the annual amount is paid in shares of Publicis, the value of the shares
shall be equal to the average of the opening trading prices of Publicis ordinary
shares on the Premier Marche of Euronext Paris on the 10 trading days           
immediately prior to the accelerated redemption date or the final redemption    
date, as applicable (but excluding that date).                                  

RANK; NEGATIVE PLEDGE                                                           

   The ORAs and the right to the annual cash amount (if any) will constitute
unsecured, direct, unconditional, unsubordinated obligations of Publicis and    
will rank equal with all other current or future unsecured debt and guarantees  
of Publicis.                                                                    

     As long as any ORAs remain outstanding, Publicis may not grant any mortgage
on its real property or pledge all or part of its goodwill or other intangibles 
(fonds de commerce) or trade receivables (except for securitization transactions
of trade receivables or other transactions involving the issuance of securities 
which represent trade receivables of Publicis) for the benefit of other         
obligations without granting the same security interests in the same rank to the
holders of the ORAs. This restrictive covenant applies only to issues of other  
obligations and does not affect Publicis's ability to make guarantees or grant  
security interests to creditors other than holders of obligations, or to        
otherwise transfer title to its assets.                                         

Obligations are defined under Article L.213-5 of the Code Monetaire et
Financier as "negotiable securities which, when issued together, confer the same
rights to repayment for the same nominal value." Obligations encompass a broad  
variety of instruments. The principal defining characteristics are (1)          
negotiability and (2) equal rights for all holders of any instrument issued at  
one time with the same nominal value. In contrast, Publicis could issue security
interests in respect of other debt that is not an obligation, such as loans     
(pret). The French Civil Code defines a loan (pret) as an agreement providing   
for (1) the creditor lending the object of the loan to the debtor and (2) the   
debtor reimbursing the loan by returning the same object in the same quantity.  
When applied to a loan of borrowed money, the Civil Code's definition means that
when a lender has extended funds to a borrower, the borrower must repay on the  
maturity date the full amount of the principal.                                 

   As of March 31, 2002, Publicis had outstanding approximately E690 million
in principal amount of senior convertible unsecured notes, which we refer to    
herein as OCEANES, E200 million in notes exchangeable for shares of the         
Interpublic Group and E1.877 billion in unsecured bank debt, all of which rank  
pari passu with the ORAs.                                                       

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SUSPENSION OF REDEMPTION                                                        

   Publicis is entitled to suspend, upon proper notice, an annual redemption
of the ORAs, for a maximum period of three months, in the event of an increase  
in Publicis's registered capital, merger, spin-off or other financial           
transactions which confer on shareholders a preferential subscription right or  
reserve the shareholders' priority subscription period. If an ORA is redeemed   
for ordinary shares before a transaction triggering preemptive rights is        
completed, ORA holders may exercise their preemptive rights with respect to the 
shares issued upon redemption. If, however, the ORA is redeemed after such a    
transaction is completed, as a result of the suspension or otherwise, the ORA   
holders do not have preemptive rights with respect to shares that would have    
been issued upon redemption but for the suspension.                             

Publicis's decision to suspend the exercise of the redemption must be 
announced in the Bulletin des Announces Legales Obligatoires (BALO). The notice 
must be published at least 15 days before the date on which the suspension takes
effect and must state the effective date of the suspension and the end of the   
suspension period. This information will also be included in a notice in a      
nationally distributed financial newspaper in France and to Euronext Paris.     

MODIFICATION OF TERMS AND WAIVERS                                               

 Pursuant to applicable French law, any modification of the terms of the
ORAs (including the annual payment or the redemption provisions) requires       
approval by a quorum present at a meeting of holders. See "-- Meeting of Holders
and Representatives of Holders" below. The consent of individual holders is not 
required. Therefore, the terms of the ORAs may be modified without your consent.
However, any modification that increases the obligations of the holders is not  
permitted, except with the unanimous consent of holders.                        

    Similarly, a waiver of a default or other breach would require approval by
a meeting of holders, but not the consent of individual holders. Like an        
amendment, a waiver could be approved by a majority vote without your consent.  

MEETING OF HOLDERS AND REPRESENTATIVES OF HOLDERS                               

  Under French law, the holders of the ORAs as a group constitute a masse,
which is an entity with legal personality. The group acts at meetings of holders
and is represented by two representatives (representants). A meeting of holders 
requires a quorum of 25% of the outstanding notional amount and acts by the     
affirmative vote of a majority of the notional amount present or represented at 
the meeting.                                                                    

   A meeting of holders may be called at any time by the Publicis management
board, by the representatives of the holders or by Publicis's receiver in the   
event of bankruptcy. Holders representing at least 1/30 of the outstanding      
notional amount of the ORAs may require the management board or the             
representatives to call a meeting. Any meeting requires 15 days prior written   
notice. If a quorum is not present at a duly convened meeting, a second meeting 
(with the same agenda) may be called upon six days prior written notice. No     
quorum is required at such second meeting.                                      

Holders cannot act by written consent without a meeting.              

Any modification of the ORA issuance contract requires approval by the
meeting of holders. In addition, Publicis may not:                              

- change its corporate form or corporate purpose; or                  

- issue obligations secured by the assets of Publicis,                

without first consulting the meeting of holders of the ORAs, but Publicis is not
bound by the resolution adopted by the meeting. If Publicis proceeds with the   
contemplated transaction despite an opposing resolution, each holder has the    
right to demand to have the outstanding notional amount of his ORAs redeemed in 
Publicis ordinary shares. This right needs to be exercised within three months  
from the publication of Publicis's decision to disregard the opposing resolution
of the meeting of holders.                                                      

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 Any proposed plan of merger, demerger or spin-off of Publicis has to be
submitted to the meeting of holders for approval unless Publicis offers the     
holders to redeem their ORAs on their demand. If the plan is submitted to the   
meeting, but not approved, Publicis may nevertheless proceed with the           
contemplated transaction. Irrespective of the opposing or approving vote of the 
holders, the ORAs which are not redeemed will automatically be converted into   
similar securities of the surviving entity of the merger or other successor     
entity of Publicis. The number of shares of the successor entity into which they
can be redeemed will be adjusted based on the exchange ratio in the merger. The 
meeting of holders may resolve to instruct the representatives to oppose the    
transaction in court. The court may then, in its discretion, stay the           
transaction pending the prior redemption of the outstanding notional amount of  
the ORAs in Publicis ordinary shares or the posting of security for such        
redemption. These rights of the meeting of holders with respect to a merger do  
not affect the right of each holder to accelerated redemption in the event of a 
merger as described above under the caption "-- Accelerated and Automatic       
Redemption."                                                                    

    Any resolution adopted by the meeting of holders has to apply to and treat
all holders equally.                                                            

The initial representatives acting for the holders of the ORAs will be
selected by Publicis and Bcom3 jointly and appointed in the issuance contract.  
The meeting of holders may at any time revoke this appointment and appoint      
representatives of its own choice. Each representative must be an entity or a   
citizen of the European Union domiciled in France.                              

The representatives, acting together, have broad authority to take any
actions to protect the interests of the ORA holders as a group. In particular,  
the representatives are authorized to represent the ORA holders, as a group,    
before the French courts. Any court action so taken by the representatives will 
have to be authorized by a meeting of holders. Under French law, individual     
holders are not authorized to sue the issuer directly for matters (including    
payment default) that affect the holders as a group. Any such actions against   
Publicis can only be brought by the representatives, acting on a majority vote  
of the meeting of holders. An individual holder would be permitted to sue the   
issuer with respect to any matter affecting only his or her interest in the     
ORAs.                                                                           

ACCELERATED AND AUTOMATIC REDEMPTION                                            

    As long as there are any ORAs outstanding, Publicis may not accelerate the
redemption of the ORAs. However, Publicis may, at any time and with no          
limitation as to the price or quantity, purchase the ORAs privately, on the     
public markets, or through a public tender or exchange offer. These transactions
will not affect the amortization schedule for the ORAs still outstanding. Any   
ORAs purchased in this manner will be cancelled.                                

    The redemption of the ORAs may be accelerated at the option of each holder
of an ORA upon the occurrence of any of the following events. These "accelerated
redemption events" include:                                                     

   - the general shareholder meeting of Publicis has not declared a dividend
on the Publicis ordinary shares for five consecutive fiscal years 
preceding the notice of accelerated redemption.                   

  - a public tender offer for 100% of the equity securities of Publicis is
       commenced after such public tender offer has been cleared by the relevant
       stock market authorities and a notice signifying the opening of the offer
has been published by these authorities.                          

    - Publicis transfers, or proposes to transfer, whether by means of a sale,
     spin-off, merger, transfer of assets or other means, a substantial part
    of Publicis's assets or business to a third party, with a "substantial
    part" meaning any assets or business representing one-third or more of
   the consolidated revenues of Publicis based on Publicis's most recent
financial statements.                                             

- any person, directly or indirectly, alone or as part of a group of  
    shareholders, other than the group that consists of Elisabeth Badinter
(directly or indirectly through Somarel) and Dentsu, obtains or is
   presumed to have acquired control of Publicis under applicable French
       law. A change of control is also deemed to have occurred if a third party
      acts in concert with the group consisting of Madame Badinter and Dentsu,
    and (1) Mrs. Elisabeth Badinter no longer dominates such group, or (2)
the third party is                                                

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      a competitor of Publicis. "Control" has the meaning set forth in article
L.233-3 of the French Commercial Code.                            

- Publicis fails to pay an annual cash amount when due (subject to the
       sixth paragraph under "-- Annual Cash Amount") or to redeem the ORAs when
   required, and such failure continues for a period of 30 business days
after Publicis has received notice of such failure from the       
       representatives of the holders, provided that no meeting of holders needs
to be held for sending such notice.                               

    - Publicis breaches any of its other obligations with respect to the ORAs,
       and such breach continues for a period of 30 business days after Publicis
has received notice of such breach from the representatives of the
       holders, provided that no meeting of holders needs to be held for sending
such notice.                                                      

- one of the following events occurs and continues for a period of 30 
     business days after Publicis has received notice of such event from the
       representatives of the holders, provided that no meeting of holders needs
to be held for sending such notice:                               

     - Publicis or one of its material subsidiaries (as defined below) fails
    in the due repayment upon maturity of any indebtedness (as defined
below).                                                       

   - any indebtedness of Publicis or one of its material subsidiaries is
   accelerated due to a default by Publicis or the relevant material
subsidiary.                                                   

       - Publicis or one of its material subsidiaries fails to honor a guarantee
or indemnity in respect of any indebtedness.                  

For purposes of determining an accelerated redemption event:          

- "indebtedness" means any debt (including in connection with leasing 
      transactions) resulting from any obligation to repay borrowed money with
a term of at least one year and a principal amount of at least E25
     million and which is evidenced by contract or other written instrument,
but does not include trade debt and inter-company loans; and      

    - "material subsidiary" means any subsidiary of Publicis that accounts for
at least 5% of the consolidated net income (on a pre-tax basis and
  excluding extraordinary income) of Publicis or which accounts for at
least 5% of the consolidated gross assets of Publicis and its     
     subsidiaries (disregarding minority interests), calculated on the basis
      of the most recent audited consolidated financial statements of Publicis
and the respective subsidiary.                                    

Upon accelerated redemption, each ORA will be fully redeemed for all  
Publicis ordinary shares for which the ORA is then redeemable.                  

   A holder desiring to redeem ORAs upon an accelerated redemption event has
to submit a written request to the intermediary through which the ORAs are being
held, which intermediary shall transmit the request to the paying agent. Such a 
request is irrevocable.                                                         

In the event of Publicis's insolvency, court-ordered or voluntary     
liquidation, settlement with creditors or bankruptcy filing, the ORAs are       
automatically redeemed for all Publicis ordinary shares for which the ORAs are  
then redeemable.                                                                

     Any accelerated redemption, whether upon request or automatic, will only be
made in Publicis shares.                                                        

SHARES ISSUED UPON THE REDEMPTION OF ORAS                                       

 The shares delivered upon the redemption of ORAs will be subject to the
statuts of Publicis and will accrue dividends in the current year. Each such    
share has the right to the same dividend as is paid to the holders of the other 
ordinary shares. The shares will be admitted to clearing by Euroclear France.   

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ANTI-DILUTION RIGHTS AND OTHER ADJUSTMENTS                                      

  For as long as there are any ORAs outstanding, Publicis may not amortize
the corporate capital or modify the distribution of profits. Publicis may,      
however, create priority dividend shares without voting rights, provided that   
the rights of the ORA holders are preserved pursuant to the terms of the        
issuance contract.                                                              

 Upon the occurrence of certain dilutive events described in more detail
below, the number of ordinary shares into which an ORA can be redeemed will be  
adjusted to maintain the rights of the ORA holders. Adjustment will be made in  
accordance with French law and the terms of the issuance contract so that the   
aggregate value of the number of shares into which an ORA is redeemable         
immediately following such event is equal to the aggregate value of the number  
of shares into which it was redeemable immediately prior to such event. Any     
fractional interests in shares underlying the ORAs created by virtue of an      
adjustment will be, at the option of the holder, either paid in cash (based on  
the opening trading price of the Publicis ordinary shares on the trading day    
immediately preceding the redemption date) or credited against the purchase of  
an additional whole share. These events are:                                    

- an issue of Publicis shares with a listed preferential subscription 
right;                                                            

   - a grant to Publicis shareholders of any financial instrument other than
shares of Publicis;                                               

    - a capital increase through capitalization of reserves, profits, or issue
     premiums, and the grant of shares for no consideration, stock splits or
reverse stock splits;                                             

- an increase in the nominal value of the shares as a result of       
capitalization of reserves, profits or issue premiums;            

- a distribution of reserves or premiums in cash or securities;       

- a merger or spin-off;                                               

 - a repurchase by Publicis of its own shares at a price higher than the
market price; and                                                 

- a payment by Publicis of an extraordinary dividend.                 

 In the event the registered share capital of Publicis is reduced due to
losses, whether by reducing the nominal value or the number of shares, the      
nominal value or the number of Publicis ordinary shares into which the ORA can  
be redeemed will be reduced proportionally, as if the ORA holders had been      
shareholders as of the issue date of the ORAs.                                  

 Notice of an adjustment will be made through publication in the BALO, a
notice published in a financial newspaper of national circulation, and by a     
notice to Euronext Paris.                                                       

WITHHOLDING TAX                                                                 

  The government of any jurisdiction in which Publicis is incorporated may
require Publicis to withhold amounts from payments on the ORAs for taxes or     
other governmental charges. If such a withholding should be required, Publicis  
will pay to each ORA holder an additional amount so that the net amount received
by the holder will be equal to the amount the holder would have received if no  
withholding had been required.                                                  

PRESCRIPTION PERIOD                                                             

  A holder's right to receive the Publicis ordinary shares to be delivered
upon redemption of the ORAs will expire 30 years after the applicable redemption
date, and a holder's right to receive payment for the annual payment relating to
the ORAs shall expire five years after the date such annual payment becomes due 
and payable. Once the applicable prescription period has expired, unclaimed     
amounts, subject to applicable provisions of French law, will become the        
property of Publicis.                                                           

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TRANSFER RESTRICTIONS                                                           

   The ORAs will be subject to the transfer restrictions described under the
caption "Transfer Restrictions on Publicis Securities and Other Consideration." 

LISTING                                                                         

    Publicis will apply to have the ORAs listed on Euronext Paris and will use
its reasonable best efforts to obtain admission to trading for the ORAs within  
five business days after the closing date of the mergers. Publicis will pay all 
fees and charges related to the listing on Euronext Paris and the costs involved
in maintaining the listing.                                                     

GOVERNING LAW AND FORUM                                                         

   The ORAs are governed by French law. Any actions against Publicis arising
out of the ORAs will have to be brought in the competent French court located at
Publicis's registered office, which is in Paris. Any such court would not,      
however, have exclusive jurisdiction to decide claims predicated on violations  
of the U.S. federal securities laws relating to the ORAs.                       

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DESCRIPTION OF OBSAS

   The OBSA is a security which consists of a conventional debt security and
detachable warrants to subscribe for ten Publicis ordinary shares. The warrants 
and the debt securities that constitute the OBSA will be issued under an        
issuance contract, while the rights and obligations of the trustee for the debt 
securities (which we also refer to as the "notes" or "OBSA notes" herein) will  
be governed by an indenture meeting the requirements of the Trust Indenture Act 
of 1939. The indenture also contains provisions dealing with waivers and        
amendments to the issuance contract and the indenture. The provisions of the    
indenture are incorporated in the issuance contract. We refer to the issuance   
contract (to the extent it applies to the notes, but not the warrants) and the  
indenture together as the "combined note contract."                             

     Under the terms of the Publicis/Bcom3 merger agreement, the OBSA notes will
be sold on or after the closing date of the mergers, and the net proceeds will  
be distributed to the former Bcom3 stockholders. Each Bcom3 Class A stockholder 
will receive the net proceeds from the sale of E53.861277 in principal amount of
OBSA notes (which proceeds will reflect a substantial discount to this principal
amount) and warrants to purchase 1.765944 Publicis ordinary shares (each warrant
gives the right to purchase one ordinary share) for each share of Class A common
stock such stockholder owns immediately prior to the effective time of the      
Publicis/Bcom3 merger (after the consummation of the first step merger). See    
"The Publicis/Bcom3 Merger Agreement -- Sale of Debt Portion of the OBSAs"      
above.                                                                          

NOTIONAL AMOUNT ISSUED                                                          

  Each OBSA issued in the merger will have a notional amount of E305. Each
OBSA will carry 10 detachable warrants with the terms described under the       
caption "-- Terms of Warrants."                                                 

TERMS OF NOTES                                                                  

FINAL MATURITY                                                              

The notes will mature 20 years from the date of the OBSA issuance.    

INTEREST                                                                    

The notes bear interest at a fixed rate of 2.75% per annum, payable   
semi-annually on each June 30 and December 31 beginning December 31, 2002 and   
ending December 31, 2021, and in 2022, on the 20th anniversary of the closing of
the mergers (or the following business day if such day is not a business day).  

RANK; NEGATIVE PLEDGE                                                       

The notes and the interest payable thereon will constitute general    
unsecured, direct, unconditional, unsubordinated obligations of Publicis and    
will rank equal with all other current or future unsecured debts and guarantees 
of Publicis.                                                                    

 As long as any of the notes are outstanding, Publicis may not grant any
mortgage on its real property or pledge all or part of its goodwill or other    
intangibles (fonds de commerce) or trade receivables (except for any            
securitization transaction of the trade receivables or other transactions       
involving the issuance of securities which represent trade receivables of       
Publicis) for the benefit of other bonds without granting the same security     
interests in the same rank to the holders of the notes. This restrictive        
covenant applies only to issues of other obligations and does not affect the    
ability of Publicis to make guarantees or grant security interests to creditors 
other than holders of obligations, or to otherwise transfer title to its assets.

Obligations are defined under Article L.213-5 of the Code Monetaire et
Financier as "negotiable securities which, when issued together, confer the same
rights to repayment for the same nominal value." Obligations encompass a broad  
variety of instruments. The principal defining characteristics are (1)          
negotiability and (2) equal rights for all holders of any instrument issued at  
one time with the same nominal value. In contrast, Publicis could issue security
interests in respect of debt that is not an obligation, such as loans (pret).   
The French Civil Code defines a loan (pret) as an agreement providing for (1)   
the creditor lending the object of the loan to the debtor and (2) the debtor    
reimbursing the loan by returning the same object in the same                   

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quantity. When applied to a loan of borrowed money, the Civil Code's definition 
means that when a lender has extended funds to a borrower, the borrower must    
repay on the maturity date the full amount of the principal.                    

   As of March 31, 2002, Publicis had outstanding approximately E690 million
in principal amount of senior convertible unsecured notes, which we refer to    
herein as OCEANES, E200 million in notes exchangeable for shares of the         
Interpublic Group and E1.877 billion in unsecured bank debt, all of which will  
rank pari passu with the OBSA notes at the time of their issuance.              

REDEMPTION                                                                  

     On June 30, 2013, on each June 30 thereafter through and including June 30,
2021, and on the 20th anniversary of the issuance (which issuance will occur on 
the closing date of the Publicis Bcom3 merger), each holder of a note will      
receive an amount in cash equal to 10% of the initial notional amount of such   
note, and the notional amount of the note will be reduced accordingly.          

     Publicis reserves the right, at any time and with no limitation as to price
or quantity, to purchase all or part of the notes, privately, on the public     
markets, or by public tender or exchange offers. These transactions will not    
affect the redemption schedule for the notes still outstanding.                 

MODIFICATION OF TERMS AND WAIVERS                                           

  There are three types of changes that Publicis can make to the notes and
the combined note contract.                                                     

  Changes Requiring Approval of Each Noteholder.  First, there are changes
that cannot be made to the notes or the combined note contract without the      
approval of each noteholder. This type of changes extends to:                   

    - reducing the principal of, or changing, or having the effect of changing
the fixed maturity of any notes or the amount due upon an event of
default, or changing the date on which the notes may be subject to
 acceleration or redemption, or reducing the redemption price of the
notes;                                                            

   - reducing the rate of, or changing, or having the effect of changing the
time for payment of the interest on any notes;                    

- changing currency or location of payment of the notes;              

- impairing a noteholder's right to receive payment of principal or   
      interest once it has become due or a noteholder's right to bring suit to
enforce such payment; and                                         

- reducing the principal amount of notes required to consent to an    
amendment or waiver of the notes or the combined note contract, or
     modifying any other aspect of the provisions dealing with modifications
and waivers of the combined note contract.                        

   Changes Not Requiring Consent of Noteholders.  The second type of changes
does not require any vote or consent by the noteholders. This type extends to:  

 - curing ambiguities, omissions, defects or inconsistencies in a manner
     that does not adversely affect the holders of the notes in any material
respect;                                                          

- adding guarantees with respect to the notes or securing the notes;  

 - adding to the covenants of Publicis for the benefit of the holders or
     surrendering any right or power conferred on Publicis in the indenture;

   - adding additional events of default for the benefit of the holders; and

     - making any change that does not adversely affect the rights of any holder
in any material respect.                                          

    Changes Requiring a Majority Vote.  The third type of changes to the notes
or the combined note contract is the kind that requires a vote of the holders of
at least a majority of the outstanding principal amount of the notes. These are 
any changes to the combined note contract other than changes that require the   
consent of all noteholders (see above the first type of changes) or do not      
require noteholder consent or vote at                                           

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all (see above the second type of changes). For example, the vote of the holders
of a majority of the notes would be required for Publicis to obtain a waiver of 
all or part of certain covenants or a waiver of a past default in performance of
a covenant. However, Publicis cannot obtain a waiver of a payment default or any
other aspect of the indenture or the notes listed in the bulleted list under the
first category above unless it obtains each holder's individual consent to the  
waiver.                                                                         

     Further Details Concerning Voting.  Noteholders may act by written consent.
Publicis will generally be entitled to set any day as a record date for the     
purpose of determining the holders of outstanding notes that are entitled to    
vote or take other action under the indenture. In limited circumstances, the    
trustee will be entitled to set a record date for action by holders. If Publicis
or the trustee sets a record date for a vote or other action to be taken by     
holders, that vote or action may be taken only by persons who are holders of    
outstanding notes on the record date and must be taken within 180 days following
the record date or another shorter period that Publicis or the trustee,         
respectively, may specify. Publicis may shorten or lengthen (but not beyond 180 
days) this period from time to time.                                            

TRUSTEE                                                                     

   As the notes will be issued outside France, pursuant to article L. 228-90
of the French Commercial Code the noteholders will not constitute a masse, i.e.,
an entity with legal personality. Accordingly, the authority granted to the     
meeting of noteholders by the French Commercial Code for issues within France   
does not apply to the issuance of the notes. Therefore, articles L. 228-46      
through 228-69, article L. 228-71, article L. 228-72, articles L. 228-76 through
81 and articles L. 228-83 through 89 governing the authority and role of the    
noteholder meeting will not apply to the notes and the holders. Instead, a U.S. 
trustee will act for the benefit of the holders pursuant to the indenture.      

     The Bank of New York has been appointed as the trustee under the indenture.
The indenture contains provisions relating to the duties and responsibilities of
the trustee and its obligations to the holders of the notes.                    

The trustee may resign at any time and the holders of a majority in   
aggregate principal amount of the notes may remove the trustee at any time.     
Publicis will remove the trustee if the trustee becomes ineligible to serve as  
trustee under the terms of the indenture, becomes incapable of acting as        
trustee, or is adjudged insolvent or bankrupt. If the trustee resigns or is     
removed, a successor trustee will be appointed in accordance with the terms of  
the indenture.                                                                  

CONTROL BY MAJORITY; LIMITATION ON SUITS                                    

Holders of a majority in principal amount of the notes may direct the 
trustee with respect to any legal proceeding or any other remedy or power of the
trustee with respect to the notes.                                              

     No holder will have a right to institute any proceeding with respect to the
combined note contract, unless:                                                 

    - the holder has given to the trustee written notice of a continuing event
of default;                                                       

     - holders of at least a majority in principal amount of the notes have made
      a written request to the trustee to pursue the remedy in its own name as
       trustee under the indenture and have provided reasonable indemnity to the
trustee; and                                                      

- the trustee does not comply within 60 days after its receipt of such
notice.                                                           

   Otherwise, no holder will have any right to institute any proceeding with
respect to the combined note contract or for any remedy under it, except that   
any holder may institute suit for enforcement of payment of the principal of or 
interest on the notes on or after the respective due dates.                     

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CERTAIN ACTIONS BY PUBLICIS                                                 

   The combined note contract contains specific provisions governing certain
significant corporate actions by Publicis.                                      

Merger, Demerger, Spinoff or Partial Business Transfer.  If Publicis  
proposes to effect a merger, demerger or spin off (scission) that would result  
in Publicis ceasing to exist as a legal entity, or to transfer part of its      
business by an "apport partiel d'actifs soumis au regime des scissions", either 
(1) Publicis must offer to redeem the notes or (2) the transaction must be      
submitted to holders of the notes for approval. The combined note contract sets 
forth the notice provisions and other required procedures that apply in these   
circumstances. If the transaction is submitted to the noteholders but not       
approved by holders of a majority in principal amount of the notes, Publicis may
nevertheless proceed with the proposed transaction. If the transaction is       
ultimately consummated, the notes will automatically be converted into similar  
securities of the surviving entity of the merger or other successor entity of   
Publicis. The holders of a majority in principal amount of the notes, however,  
would be entitled to instruct the trustee to file a claim before the Paris      
Tribunal de Commerce requesting the court to order the repurchase of the notes  
or the posting of security for such repurchase.                                 

Change of Corporate Form or Corporate Purpose; Issuance of Secured    
Bonds.  If Publicis proposes to change its corporate form or corporate purpose, 
or to issue bonds (obligations) secured by Publicis's assets (to the extent such
issuance would otherwise be permitted under the combined note contract), either 
(1) Publicis must offer to redeem the notes or (2) the transaction must be      
submitted to holders of the notes for approval. The combined note contract sets 
forth the notice provisions and other required procedures that apply in these   
circumstances. If the transaction is submitted to the noteholders but not       
approved by holders of a majority in principal amount of the notes, Publicis may
nevertheless proceed with the proposed transaction. Each noteholder would,      
however, have the right to demand that Publicis repurchase all or any portion of
such holder's notes.                                                            

EVENT OF DEFAULT                                                            

     Upon an event of default, the trustee, at the instruction of the holders of
a majority in principal amount of the notes, must, or in the event of a         
bankruptcy or an equivalent procedure of Publicis, may with or without such     
instruction, by written notice to Publicis, demand the accelerated redemption of
all the notes, together with any accrued interest, in any of the following      
cases:                                                                          

  - Publicis fails to pay interest or principal on the notes when due, and
such failure continues for 30 business days;                      

     - Publicis breaches any of its other obligations with respect to the notes,
       and such breach continues for a period of 30 business days after Publicis
has received notice of such breach from the trustee.              

- one of the following events occurs:                                 

     - Publicis or one of its material subsidiaries fails in the due repayment
of any indebtedness.                                            

 - any indebtedness of Publicis or one of its material subsidiaries is
 accelerated due to a default by Publicis or the relevant material
subsidiary and such indebtedness is not paid, or the relevant   
       acceleration cancelled, within 30 business days after Publicis receives
a notice of such acceleration from the trustee.                 

     - Publicis or one of its material subsidiaries fails to honor a guarantee
or indemnity in respect of any indebtedness.                    

    - Publicis or any of its material subsidiaries requests the appointment of
   a conciliator, enters into an agreement with its principal creditors,
      enters into voluntary or involuntary liquidation, bankruptcy proceeding,
total sale or any equivalent step or proceeding.                  

  - any event occurs that has effect analogous or equivalent to any of the
foregoing.                                                        

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For purposes of determining an event of default:                      

- "indebtedness" means any debt (including in connection with leasing 
      transactions) resulting from any obligation to repay borrowed money with
a term of at least one year and a principal amount of at least E25
       million and which is evidenced by a contract or other written instrument,
but does not include trade debt and inter-company loans; and      

     - "material subsidiary" means any subsidiary of Publicis which accounts for
at least 5% of the consolidated net income (on a pre-tax basis and
  excluding extraordinary income) of Publicis or which accounts for at
least 5% of the consolidated gross assets of Publicis and its     
     subsidiaries (disregarding minority interests), calculated on the basis
 of the most recent audited financial statements of Publicis and the
respective subsidiary.                                            

WITHHOLDING TAX                                                             

  The government of any jurisdiction in which Publicis is incorporated may
require Publicis to withhold amounts from payments on the notes for taxes or    
other governmental charges. If such a withholding should be required, Publicis  
will pay to each holder of notes an additional amount so that the net amount    
received by the holder will be equal to the amount the holder would have        
received if no withholding had been required.                                   

PRESCRIPTION PERIOD                                                         

     A holder's right to receive the principal on the notes will expire 30 years
after the applicable payment date, and a holder's right to receive payment for  
the interest relating to the OBSAs shall expire five years after the date such  
interest payment becomes due and payable. Once the applicable prescription      
period has expired, unclaimed amounts, subject to applicable provisions of      
French law, will become the property of Publicis.                               

ADMISSION TO LISTING; TRADING                                               

If the marketing agent so requests, Publicis shall use reasonable best
efforts to have the notes listed on the Premier Marche of Euronext Paris,       
separately from the warrants.                                                   

GOVERNING LAW AND FORUM                                                     

     The issuance contract under which the notes will be issued will be governed
by French law, other than the provisions of the issuance contract that are      
incorporated from the indenture. These incorporated provisions together with the
indenture itself (with certain exceptions, including those provisions described 
under the caption "-- Certain Actions by Publicis," which shall be governed by  
French law) will generally be governed by the laws of the State of New York. Any
actions against Publicis arising out of the notes will have to be brought in the
competent French court located at Publicis's registered office, which is in     
Paris. Any such court would not, however, have exclusive jurisdiction to decide 
claims predicated on violations of the U.S. federal securities laws relating to 
the notes.                                                                      

TERMS OF WARRANTS                                                               

SHARES FOR WHICH WARRANTS ARE EXERCISABLE                                   

     Each warrant entitles the holder to purchase one Publicis ordinary share at
a price of E30.50 per share. The number of Publicis ordinary shares to be       
received upon exercise is subject to customary anti-dilution adjustments to     
reflect events affecting the Publicis ordinary shares, as described below under 
the caption "-- Anti-Dilution Rights and Other Adjustments."                    

EXERCISE SCHEDULE                                                           

 Each warrant will be exercisable at any time after the 11th anniversary
through the 20th anniversary of the completion of the mergers. Warrants not     
exercised by the 20th anniversary of the completion of the mergers will become  
void.                                                                           

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ACCELERATION OF EXERCISE RIGHTS                                             

Upon any accelerated exercise event, warrants shall become immediately
exercisable at the option of each holder. An "accelerated exercise event" means 
any of the following:                                                           

  - a public tender offer for 100% of the equity securities of Publicis is
       commenced after such public tender offer has been cleared by the relevant
       stock market authorities and a notice signifying the opening of the offer
has been published by these authorities.                          

    - Publicis transfers, or proposes to transfer, whether by means of a sale,
     spin-off, merger, transfer of assets or other means, a substantial part
    of Publicis's assets or business to a third party, with a "substantial
    part" meaning any assets or business representing one-third or more of
   the consolidated revenues of Publicis based on Publicis's most recent
financial statements.                                             

- any person, directly or indirectly, alone or as part of a group of  
    shareholders, other than the group that consists of Elisabeth Badinter
(directly or indirectly through Somarel) and Dentsu, obtains or is
   presumed to have acquired control of Publicis under applicable French
       law. A change of control is also deemed to have occurred if a third party
      acts in concert with the group consisting of Madame Badinter and Dentsu,
    and (1) Mrs. Elisabeth Badinter no longer dominates such group, or (2)
    the third party is a competitor of Publicis. "Control" has the meaning
set forth in article L.233-3 of the French Commercial Code.       

     - Publicis's insolvency, court-ordered or voluntary liquidation, settlement
with creditors or bankruptcy filing.                              

Each holder of warrants who wishes to exercise warrants upon an accelerated     
exercise event shall make a written request to the intermediary holding his or  
her warrants, who must submit the request to the institution responsible for    
servicing the warrants. Such a request is irrevocable.                          

SUSPENSION OF EXERCISE OF WARRANTS                                          

Publicis is entitled to suspend, upon proper notice, the exercise of  
warrants, for a maximum period of three months, in the event of an increase of  
its registered capital, merger, spin-off or other transaction which confers on  
shareholders a preferential subscription right or reserves a priority           
subscription period for shareholders. Publicis's decision to suspend the        
exercise of the warrants must be announced in the BALO. The notice must be      
published at least 15 days before the date on which the suspension takes effect 
and must state the effective date of the suspension and the end of the          
suspension period. This information will also be included in a notice in a      
nationally distributed financial newspaper in France and to Euronext Paris.     

    If a warrant to purchase ordinary shares is exercised before a transaction
triggering preemptive rights is completed, warrant holders may exercise their   
preemptive rights with respect to the shares issued upon exercise. If, however, 
the warrant is exercised after such a transaction is completed, as a result of  
the suspension or otherwise, the warrant holders do not have preemptive rights  
with respect to shares that would have been issued upon exercise but for the    
suspension.                                                                     

ANTI-DILUTION RIGHTS AND OTHER ADJUSTMENTS                                  

 In compliance with French law, Publicis undertakes, so long as warrants
remain outstanding, to refrain from any amortization of its registered capital  
or any modification in the distribution of profits.                             

   Nevertheless, Publicis can create priority dividend rights shares without
voting rights, provided that the rights of the warrant holders are reserved     
under the conditions outlined in the issuance contract.                         

 Upon the occurrence of certain dilutive events described in more detail
below, the number of ordinary shares for which a warrant may be exercised will  
be adjusted to maintain the rights of the warrant holders. Adjustment will be   
made in accordance with French law and the terms of the issuance contract so    
that the aggregate value of the number of shares for which a warrant is         
exercisable immediately following such event is equal to the aggregate value of 
the number of shares for which it was exercisable immediately prior to such     

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event. Any fractional interests in shares underlying the warrants created by    
virtue of an adjustment will be, at the option of the holder, either paid in    
cash (based on the opening trading price of the Publicis ordinary shares on the 
trading day immediately preceding the exercise date) or credited against the    
purchase of an additional whole share. These events include the following:      

    - an issue of Publicis shares with a listed preemptive subscription right;

   - a grant to Publicis shareholders of any financial instrument other than
shares of Publicis;                                               

    - a capital increase through capitalization of reserves, profits, or issue
      premiums, and the grant of shares, stock splits or reverse stock splits;

- an increase in the nominal value of the shares as a result of       
capitalization of reserves, profits or issue premiums;            

- a distribution of reserves or premiums in cash or securities;       

- a merger or spin-off;                                               

 - a repurchase by Publicis of its own shares at a price higher than the
market price; and                                                 

- the payment by Publicis of an extraordinary dividend.               

 In the event the registered share capital of Publicis is reduced due to
losses, whether by reducing the nominal value or the number of shares, the      
nominal value or number of Publicis ordinary shares for which each warrant can  
be exercised will be reduced in proportion, as though the warrant holders had   
been shareholders as of the issue date of the OBSAs.                            

 Notice of an adjustment will be made through publication in the BALO, a
notice published in a financial newspaper of national circulation, and by a     
notice to Euronext Paris.                                                       

SHARES ISSUED UPON THE EXERCISE OF WARRANTS                                 

The shares issued upon the exercise of warrants will be subject to the
statuts of Publicis and will accrue dividends in the current year. Each such    
share has the right to the same dividend as is paid to the holders of the other 
ordinary shares. The shares will be freely transferable and will be admitted to 
clearing by Euroclear France. Publicis will take the necessary steps to have the
shares listed on the Premier Marche of Euronext Paris.                          

LISTING                                                                     

  Publicis will apply to have the warrants listed on the Premier Marche of
Euronext Paris and will use its reasonable best efforts to obtain admission to  
trading within five business days after the closing date of the mergers.        
Publicis will pay, among other things, but without limitation, all fees, charges
and commissions related to such listing.                                        

TRANSFER RESTRICTIONS                                                       

The warrants will be subject to the transfer restrictions described in
"Transfer Restrictions on Publicis Securities and Other Consideration."         

GOVERNING LAW AND FORUM                                                     

     The warrants will be issued pursuant to and will be governed by French law.
Any actions against Publicis arising out of the warrants will have to be brought
in the competent French court located at Publicis's registered office, which is 
in Paris. Any such court would not, however, have exclusive jurisdiction to     
decide claims predicated on violations of the U.S. federal securities laws      
relating to the warrants.                                                       

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NATURE OF TRADING MARKET

OVERVIEW                                                                        

  The principal trading market for Publicis ordinary shares is the Premier
Marche of Euronext Paris (which resulted from the merger of the Paris, Brussels 
and Amsterdam stock exchanges in 2000), a self-regulatory organization          
responsible for supervision of trading in listed securities in France. Publicis 
ordinary shares have been traded on the Premier Marche since June 1970. Prior to
this date, Publicis ordinary shares were not publicly traded.                   

EURONEXT PARIS                                                                  

Securities listed on Euronext Paris are officially traded through     
authorized financial institutions that are members of Euronext Paris. Since     
April 23, 2001, when changes to the trading hours of Euronext Paris and rules   
for reservation of securities were implemented, securities have been traded     
continuously on each business day from 9:00 a.m. to 5:25 p.m. (Paris time), with
a pre-opening session from 7:15 a.m. to 9:00 a.m. and a pre-closing from 5:25   
p.m. to 5:30 p.m. during which trades are recorded but not executed, and a      
closing auction at 5:30 p.m. Any trade of a security that occurs after a stock  
exchange session closes is recorded on the next business day, at the previous   
session's closing price for that security. Euronext Paris has introduced        
continuous electronic trading during trading hours for most listed securities.  
Euronext Paris publishes a daily official price list that includes price        
information for listed securities.                                              

     Securities listed on Euronext Paris are traded on one of four markets. Most
large public companies list their securities on the Premier Marche (formerly    
known as Cote Officielle) of Euronext Paris and most small and medium-sized     
companies list their securities on the Second Marche of Euronext Paris.         
Securities also may be traded on the Nouveau Marche, a regulated electronic     
market that was established to allow small capitalization and start-up companies
to access the stock market as well as the Marche des EDR (European Depository   
Receipts Market). Euronext Paris manages and operates the Premier Marche, the   
Second Marche, the Nouveau Marche and the Marche des EDR.                       

     Euronext Paris places securities listed on the Premier Marche or the Second
Marche in one of several categories, depending on their trading volume. Publicis
ordinary shares are classified in the category known as Groupe Continu 11.      
Companies listed among the Groupe Continu 11 must have a market capitalization  
in excess of E1 billion and a daily trading volume in excess of E1 million.     

Euronext Paris may suspend trading in a security listed on the Premier
Marche if the quoted price of the security exceeds specified price limits       
defined by its regulations. In particular, if the quoted price of a Groupe      
Continu 11 security varies by more than 10% from the same day's opening price,  
Euronext Paris may suspend trading in that security for up to 4 minutes. It may 
suspend trading further for up to 4 minutes if the price again varies by more   
than 10%. Euronext Paris also may suspend trading of a security listed on the   
Premier Marche in other limited circumstances, including, for example, where    
there is unusual trading activity in the security. In addition, in exceptional  
cases, the Conseil des Marches Financiers (the CMF) and the COB may also suspend
trading.                                                                        

    A U.S. shareholder who would like to trade Publicis securities on Euronext
Paris may give instructions to his or her usual U.S. broker. The U.S. broker    
would then forward the instruction to its affiliate or correspondent in France  
(all major U.S. brokerage houses have either affiliates or correspondents in    
France). Alternatively, particularly if the trade is significant, the U.S.      
shareholder may directly instruct a French broker to effect the trade. In this  
case, the U.S. shareholder must, within three business days of the date of the  
trade, deposit the securities subject to the trade in a securities account      
opened in his or her name at the selected French broker.                        

The fees depend on the U.S. broker's fee schedule. For foreign trades,
brokerage fees are typically higher than for domestic trades (although generally
not significantly), but they may be negotiated on a case-by-case basis depending
on the size of the trade.                                                       

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In addition, should the U.S. shareholder decide to directly instruct a
French broker to make a trade, the fee would be freely negotiable with that     
broker.                                                                         

   Trading, clearance and settlement procedures are the same for all markets
on Euronext Paris, with cash settlement being the general rule within three days
of the trade. However, a deferred settlement service (service de reglement      
differe) is offered by intermediaries for a selection of securities meeting     
capitalization and liquidity criteria, regardless of the market on which they   
are listed. To be eligible for clearance and settlement through the deferred    
settlement service, securities must either be included in the "SBF 120" index, a
benchmark index which comprises the stocks in the "CAC 40" index and an         
additional 80 of the most actively traded stocks listed on the Euronext Paris,  
or show market capitalization of at least E1 billion and a daily trading volume 
averaging at least E1 million on the Euronext Paris. A fee is charged for this  
service. Publicis ordinary shares are eligible for clearance through the        
deferred settlement service.                                                    

  With a deferred settlement instruction, a purchaser may elect not to pay
and not to receive the securities until the end of the month. The transfer of   
ownership of equity securities traded on Euronext Paris pursuant to a deferred  
settlement instruction takes place the last business day of the month. The      
purchaser may decide, five days before the end of the calendar month (the       
determination date, or date de liquidation), either (1) to settle the trade no  
later than on the last trading day of such month or (2) upon payment of an      
additional fee, to extend settlement to the determination date of the following 
month, with the option either to settle no later than the last trading day of   
that month or to further postpone settlement until the next determination date. 
The purchaser may maintain that option on each subsequent determination date    
upon payment of an additional fee.                                              

 In accordance with French securities regulation, any sale of securities
executed with a deferred settlement instruction during the month of and prior to
a dividend payment date is deemed to occur before payment of the dividend. The  
purchaser's account will be credited with an amount equal to the dividend paid  
to the seller, and the seller's account will be debited in the same amount.     

EXCHANGE CONTROLS AND OTHER LIMITATIONS 
AFFECTING SECURITY HOLDERS

OWNERSHIP OF PUBLICIS SHARES BY NON-FRENCH PERSONS                              

The French Commercial Code currently does not limit the right of      
nonresidents of France or non-French persons to own and vote shares. However,   
nonresidents of France must file an administrative notice with French           
authorities for any acquisition of a controlling interest in Publicis. Under    
existing administrative rulings, ownership of 20% or more of a public company's 
share capital or voting rights is regarded as a controlling interest, but a     
lower percentage might be held to be a controlling interest in specified        
circumstances depending upon factors such as:                                   

- the acquiring party's intentions;                                   

- the acquiring party's ability to elect directors; or                

- financial reliance by the company on the acquiring party.           

EXCHANGE CONTROLS                                                               

     Under current French exchange control regulations, there are no limitations
on the import or export of capital or on the amount of payments that may be paid
by a French company to non-French residents. Laws and regulations concerning    
foreign exchange controls do require, however, that all payments or transfers of
funds (including payments of dividends to foreign shareholders) made by a French
resident to a non-French resident be handled by an accredited intermediary. See 
"Description of Publicis Share Capital -- Form, Holding and Transfer of Publicis
Ordinary Shares." In France, all registered banks and substantially all credit  
establishments are accredited intermediaries.                                   

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 Pursuant to the Publicis/Bcom3 merger agreement, Publicis has agreed to
appoint and maintain at its expense a custodian to assist former Bcom3          
stockholders with matters relating to the ownership of Publicis ordinary shares,
ORAs and warrants to be received in the Publicis/Bcom3 merger. This will include
assistance with the distribution of voting materials, currency conversion of    
dividends and interest and receipt of certain French tax credits.               

DESCRIPTION OF PUBLICIS 

DESCRIPTION OF BUSINESS                                                         

   Publicis is the world's sixth largest advertising and communications firm
and operates two major global networks, Publicis Worldwide and Saatchi & Saatchi
Worldwide. Publicis is currently in the process of expanding Fallon into a third
global network with regional hubs in several key countries. Publicis also has   
one of the world's largest healthcare communications networks, combining Nelson 
Communications with the healthcare activities of the Publicis and Saatchi &     
Saatchi networks. In addition, through the Zenith Optimedia Group, Publicis is  
the world's third largest media buying group.                                   

 Publicis has strong positions in key markets around the world. Publicis
ranks first in Europe overall, and is among the top five advertising and        
communications companies in France, Germany, the United Kingdom, the            
Netherlands, Spain, Italy and Switzerland. As a result of Publicis's recent     
expansion, Publicis is now among the ten largest advertising and communications 
firms in the United States and Canada as well. Publicis is also well represented
in Asia, where Saatchi & Saatchi gives Publicis a significantly expanded        
presence, the Middle East and Latin America. The completion of the              
Publicis/Bcom3 merger, and Publicis's related partnership with Dentsu, will     
further enlarge the scope and reach of Publicis's services. Publicis provides   
services primarily in the following areas:                                      

- Traditional advertising services.  Publicis provides traditional    
     advertising services through the Publicis, Saatchi & Saatchi and Fallon
Worldwide networks. These activities accounted for approximately  
two-thirds of Publicis's total revenue in 2001.                   

- Specialized agencies and marketing services.  Publicis provides     
     specialized communications services such as public relations, corporate
and financial communications, direct marketing, sales promotion,  
interactive communications, design, media buying and media sales  
 (collectively referred to as "SAMS") through subsidiaries including
    Nelson Communications, Frankel, Publicis Dialog, Publicis Consultants,
the Triangle Group and the Zenith Optimedia Group.                

CLIENTS                                                                         

   Publicis provides advertising and communications services to national and
multinational clients around the world. In 2001, approximately one-third of     
Publicis's revenue came from globally-managed accounts (i.e., those for which   
Publicis provides services in five or more countries). Publicis generated the   
remaining two-thirds from clients of Publicis's subsidiaries around the world.  
This client mix, Publicis believes, is advantageous in that locally-managed     
clients are often more profitable and tend to be focused on the discrete markets
in which they operate, therefore diversifying Publicis's exposure to            
fluctuations in general market conditions. Locally-managed clients also give    
Publicis an opportunity to take advantage of, and add to, Publicis's intimate   
knowledge of national and local cultures and business environments and to raise 
Publicis's profile in local markets. No one client accounted for more than 6% of
Publicis's total revenue in 2001.                                               

COMPETITION                                                                     

  Publicis's principal competitors include major international advertising
and communications groups such as Omnicom Group, Inc., the Interpublic Group,   
WPP Group plc and Havas Advertising, independent local advertising agencies in  
markets around the world and SAMS businesses that focus on specialized areas of 
communications services.                                                        

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     Advertising and communications markets are generally highly competitive and
Publicis continuously competes with national and international agencies for     
business. Competition may increase in the near future as a result of            
multinational clients' increasing consolidation of their advertising accounts   
with a very limited number of firms.                                            

GOVERNMENTAL REGULATION                                                         

Publicis's business is subject to government regulation in France, the
United States and elsewhere. As the owner of advertising agencies operating in  
the United States which create and place print, television, radio and internet  
advertisements, Publicis is subject to the U.S. Federal Trade Commission Act.   
This statute regulates advertising in all media, including the internet, and    
requires advertisers and advertising agencies to be able to substantiate        
advertising claims before disseminating advertisements. In the event that any   
advertising Publicis creates is found to be false, deceptive or misleading, the 
Federal Trade Commission Act could potentially subject Publicis to liability.   

In France, media buying activities are subject to the Loi Sapin, a law
intended to require transparency in media buying transactions. Pursuant to the  
Loi Sapin, an advertising agency may not purchase advertising space from media  
companies and then resell the space on different terms to clients. Instead, the 
agency must act exclusively as the agent of its clients when purchasing         
advertising space. The Loi Sapin applies to advertising activities in France    
when both the media company and the client or the advertising agency are French 
or located in France. Publicis is not aware of any existing, or contemplated,   
similar legislation in the other countries in which Publicis operates.          

Governmental authorities in a variety of countries have proposed      
limitations on the collection and use of information regarding internet users.  
In October 1998, the European Union adopted a directive that limits the         
collection and use of information regarding internet users in Europe. In        
addition to government activity, a number of industry and privacy advocacy      
groups are considering various new, additional or different self-regulatory     
standards. Because Publicis's marketing services activities rely on the         
collection and use of client data, new regulations or standards imposed in this 
area could have a material adverse impact on Publicis's operations.             

CERTAIN FINANCIAL INFORMATION                                                   

For information related to Publicis's historical financial statements,
please refer to "Selected Historical Consolidated Financial Data" on page 17. In
the first six months of 2002, Publicis announced an increase of 2.4% in         
consolidated revenues, totaling E1.176 billion, compared to E1.148 billion for  
the same period last year. On a fully comparative basis, revenues would have    
decreased 3.6%, compared to the industry's worldwide slowdown estimated at      
approximately 6% for the same period.                                           

DESCRIPTION OF BCOM3

GENERAL BACKGROUND                                                              

Bcom3 is one of the world's leading advertising and marketing         
communications services holding companies. Bcom3 was created through the        
business combination of The Leo Group and The MacManus Group on January 31,     
2000. As a result of this business combination, Bcom3 has more than 500 offices 
in over 90 countries, and more than 17,000 employees. Bcom3's most significant  
global agencies include Leo Burnett, D'Arcy Masius Benton & Bowles, Starcom     
MediaVest Group, Manning Selvage & Lee, and Medicus Group. Bcom3 has more than  
3,000 clients.                                                                  

As a result of the business combination, Bcom3 has assembled the      
complementary resources needed to serve the advertising and marketing           
communications requirements of its clients around the world. Bcom3's service    
offerings include creation and production of advertising; branding and brand    
building (including services to help create, build, and revitalize clients'     
brands); strategic media planning and buying; marketing research and            
consultation; public relations; healthcare marketing and communications;        
multicultural and                                                               

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urban marketing; direct and database marketing; interactive and digital         
communications; financial and business-to-business advertising; directory       
advertising; field marketing (including marketing to and through a direct sales 
force); integrated merchandising and sales promotion programs (including the    
planning, design, and implementation of merchandising and sales promotions and  
targeted interactive campaigns); sports and event marketing; telemarketing; new 
product design and development; package design; and internet and digital media  
development.                                                                    

Bcom3 has a strategic relationship with Dentsu, which is the largest  
full-service advertising and marketing communications services company in Japan 
and throughout Asia, and the single largest advertising agency brand in the     
world, in each case based on revenues. This strategic relationship is focused on
aligning with Dentsu to serve significant Dentsu clients in markets outside of  
Japan and Asia, as well as on increasing Bcom3's own presence in Japan. As part 
of the strategic relationship, Dentsu purchased approximately 20% of Bcom3's    
common stock (measured after dilution for Bcom3's management equity incentive   
plan) in March 2000 as an equity investment. Dentsu also shares certain         
intellectual property and know-how with Bcom3. During 2001, Bcom3 merged its    
operations in Japan with certain Dentsu operations to form Beacon               
Communications. Bcom3 holds a majority interest in Beacon Communications. In    
Australia, Bcom3 recently purchased certain advertising and media services      
businesses from Dentsu, and combined them with its own operations.              

   Bcom3 is a privately-held company, and there is no trading in its shares.
Excluding Dentsu, all of Bcom3's stockholders (a total of approximately 650 of  
its current and former employees) have deposited their shares into a voting     
trust, with four of its directors serving as voting trustees. In addition, all  
of Bcom3's stockholders, including Dentsu, have agreed to stock transfer and    
other standstill restrictions on their shares.                                  

DESCRIPTION OF BCOM3'S BUSINESS                                                 

 Bcom3 provides advertising and marketing communications services to its
clients around the world through such well-known global agencies as Leo Burnett,
D'Arcy Masius Benton & Bowles, Starcom MediaVest Group, Manning Selvage & Lee,  
Medicus Group and Bartle Bogle Hegarty (a 49% owned affiliate). Bcom3 also      
provides such services to its clients under a number of regional or specialized 
agencies, including Beacon Communications, Bromley Communications, Buehler &    
Partners, Capps Digital, Cartwright Williams Direct, Chemistri, Clarion         
Marketing & Communications, D'Arcy Direct, IMP, Kaplan Thaler Group, Lapiz, Leo 
Burnett Customer Group, Leo Burnett Works, Masius, Moroch Partners, Pangea,     
Semaphore Partners, Vigilante, and Williams-Labadie Advertising.                

    Bcom3's advertising agencies serve some of the world's leading advertisers
based on ad spending, including Allstate Insurance, Bristol-Myers Squibb,       
Capital One, Diageo, Ernst & Young, Fiat, General Motors, Kellogg, Maytag,      
McDonald's, Nintendo, Philip Morris, Philips, Pillsbury, Procter & Gamble and   
Walt Disney. Bcom3 has long standing relationships with many of its clients,    
extending back more than 25 years on average for its top 10 clients.            

  Bcom3's advertising agencies have produced well-known campaigns, such as
"Look, Ma. No Cavities!", for Crest; "A Diamond is Forever," for DeBeers; "This 
Bud's for You," for Anheuser Busch; "The Pause that Refreshes," for Coca-Cola;  
"Reach Out and Touch Someone," for AT&T; "The Best Part of Wakin' Up," for      
Folgers; and "Please Don't Squeeze the Charmin" for Procter & Gamble. In        
addition, Bcom3 has created such enduring brand icons as the Marlboro man, for  
Philip Morris; Tony the Tiger, for Kellogg; the Jolly Green Giant, for          
Pillsbury/Green Giant; the Pillsbury Doughboy, for Pillsbury; the Keebler elves,
for Keebler; and the Maytag repairman, for Maytag.                              

 Bcom3 is also a leading global provider of strategic media planning and
buying services, based on revenues. Bcom3 helps its clients plan and place their
advertising and other marketing communications using television, print, radio,  
and other major media. In March 2001, Bcom3's Starcom MediaVest Group won the   
consolidated media assignment from Kraft Foods with billings estimated at $900  
million. The magnitude of this assignment secures its ranking among the largest 
in history, following the $2.9 billion General Motors consolidated strategic    
planning assignment which Starcom MediaVest Group won in July 2000. In January  

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2001, Ad Age Global named Starcom MediaVest Group the "Global Media Network of  
the Year," and Adweek named it the "Media Company of the Year."                 

Bcom3 has operations in the United States, Europe, Asia Pacific, Latin
America, Canada, the Middle East and Africa. As noted above, Bcom3 has more than
500 offices in over 90 countries, and more than 17,000 employees, approximately 
67% of whom work outside the United States.                                     

COMPETITION AND OTHER FACTORS                                                   

  The advertising and marketing communications services industry is highly
competitive. Bcom3's operating units must compete with other advertising        
agencies and with other providers of marketing communications services that are 
not advertising agencies in order to maintain existing client relationships and 
obtain new clients.                                                             

  Competition in the advertising business depends to a large extent on the
client's and the consumer's view of the quality of an agency's "creative        
product." Another important competitive consideration is an agency's ability to 
serve clients, particularly large multinational clients, on a broad geographic  
basis. Increasing size can limit an agency's potential for securing new         
business, however, because many clients prefer not to be represented by an      
agency that also represents a competitor. Also, clients frequently wish to have 
different products represented by different agencies. For this reason, major    
advertising and marketing communications services groups such as Bcom3 tend to  
operate multiple agencies.                                                      

   Bcom3's top 20 clients accounted for 55.5% of its annual revenues in 2001
and, as a result, Bcom3 might suffer material adverse consequences if one of its
largest clients were to completely cease doing business with it. Although there 
can be no assurance, Bcom3 believes there are several factors that would make   
such an event unlikely. First, Bcom3 generally represents several different     
brands or divisions within each of its largest clients, typically in a number of
different geographical markets, and often under more than one of Bcom3's own    
brands. Moreover, Bcom3 normally deals with several different, independent      
decision makers at each client. Furthermore, as noted above, Bcom3 has          
long-standing relationships with its largest clients.                           

   The advertising business is subject to significant government regulation,
both domestic and foreign. These regulations include specific rules,            
prohibitions, media restrictions and labeling, disclosure and warning           
requirements with respect to advertising directed at children; with respect to  
the protection of consumer privacy; and with respect to the advertising for     
certain products, such as tobacco and alcohol. Bcom3 provides services to       
several clients affected by these regulations, including tobacco-related        
advertising assignments for Philip Morris. Government regulators have proposed  
further such restrictions from time to time, which, if adopted, may have an     
adverse effect on Bcom3's advertising revenues. Bcom3's international operations
are also exposed to certain risks that affect international operations of all   
kinds, such as local legislation, monetary devaluation, exchange control        
restrictions, and unstable political conditions.                                

PROPERTIES                                                                      

Bcom3's principal place of business, located at 35 West Wacker Drive, 
Chicago, IL 60601, comprises 643,823 square feet of space, which includes its   
corporate headquarters. Bcom3's main telephone number is 312-220-1000. Bcom3's  
office at 825 Eighth Avenue, New York, NY 10019, comprising 104,359 square feet 
of space, also includes corporate offices. Bcom3 also has offices in other      
principal cities in the United States and in over 90 other countries. All of    
Bcom3's offices are leased, with the exception of its facilities in Colombia,   
Guatemala, Mexico, Venezuela, India and Sweden. For financial accounting        
purposes, Bcom3's leased corporate headquarters building in Chicago is reflected
as an asset and the related financing obligation is reflected as a liability.   
See Note 15 to Bcom3's Consolidated Financial Statements.                       

LEGAL PROCEEDINGS                                                               

  Bcom3 is involved in various claims and lawsuits arising in the ordinary
course of business. Bcom3 does not expect any of these matters to have a        
material adverse effect on its financial condition or results of operations.    

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CERTAIN INFORMATION ABOUT BCOM3                                                 

  In the course of due diligence, Publicis and Bcom3 exchanged information
about their businesses. As part of this information exchange, Bcom3 shared with 
Publicis its budget for 2002. Bcom3 prepared this budget for internal planning  
purposes, primarily as a tool to establish appropriate staffing and expense     
levels for the year. Consistent with common practice in the advertising industry
and Bcom3's regular procedures, the budget only reflected revenues that in      
management's judgment were known or highly probable, taking in account the      
nature of the business and client relationships. In applying this standard, the 
budget generally included revenue only from existing clients and assumed no     
revenue from new clients. Based on these assumptions, the Bcom3 2002 budget was 
set at $1.891 billion of revenue and $314 million of EBITDA.                    

In February 2002, Bcom3 showed Publicis an illustrative projection for
2002. The numbers assumed 4% revenue growth over Bcom3's 2001 results, a growth 
rate in line with industry expectations at that time for the largest advertising
companies. These assumptions resulted in hypothetical 2002 revenues for Bcom3 of
$1.994 billion and EBITDA of $340 million, illustrating what Bcom3's financial  
performance would be if its growth rates were in line with the largest          
competitors. However, Bcom3 is significantly smaller and less diversified than  
the largest advertising companies. Given their hypothetical nature, neither     
Bcom3 nor Publicis considered these numbers to be specific indications of       
expected results, and Publicis did not rely on them.                            

The above numbers are included in this proxy statement/prospectus only
because Bcom3 gave the information to Publicis in connection with the merger.   
Bcom3 does not in the ordinary course publicly disclose projections or budget   
numbers. Bcom3 did not prepare these numbers with a view to public disclosure or
compliance with the guidelines of the SEC or the American Institute of Certified
Public Accountants regarding projections or forecasts. These numbers were based 
on the assumptions and expectations described above, which may or may not prove 
accurate. Publicis and Bcom3 have not made and do not make any representation to
any person regarding the ultimate performance of Bcom3, and neither of them     
intends to publish an update of these numbers to reflect circumstances existing 
after the date when made or to reflect the occurrence of future events, even in 
the event that any or all of the assumptions underlying these numbers are shown 
to be in error. The inclusion of these numbers in this proxy                    
statement/prospectus does not indicate that Publicis or Bcom3 considers these   
numbers to be reliable predictions of future events, and these numbers should   
not be relied upon as such. Bcom3's actual results may differ materially from   
these numbers.                                                                  

  Financial projections and objectives are, in general, subjective in many
respects and thus susceptible to interpretations and periodic revision based on 
actual experience and business developments. The numbers presented above also   
reflect numerous assumptions with respect to industry performance, general      
business, market, economic and financial conditions and other matters that are  
difficult to predict, and many of which are beyond Bcom3's control. For factors 
that could affect these numbers, see "Forward-Looking Statements."              

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR BCOM3 

The following discussion should be read in conjunction with the       
Consolidated Financial Statements of Bcom3 and its predecessor company, The Leo 
Group, and the notes thereto included elsewhere in this proxy                   
statement/prospectus.                                                           

OVERVIEW                                                                        

GENERAL                                                                     

Bcom3 is one of the world's leading advertising and marketing         
communications services holding companies. Bcom3 was created through the        
business combination of The Leo Group and The MacManus Group on January 31,     
2000. Bcom3 has more than 500 offices in over 90 countries, and more than 17,000
employees. Bcom3's service offerings include creation and production of         
advertising; branding and brand building; strategic media planning and buying;  
marketing research and consultation; public relations; healthcare marketing and 
communications; multicultural and urban marketing; direct and database          
marketing; interactive and digital communications; financial and                
business-to-business advertising; directory advertising; field marketing;       
integrated merchandising and sales promotion programs; sports and event         
marketing; telemarketing; new product design and development; package design;   
and internet and digital media development. Bcom3 has operations in the United  
States, Europe, Asia Pacific, Latin America, Canada, the Middle East and Africa.

CLIENTS                                                                     

   Bcom3's top 20 clients accounted for 55.5% of its annual revenues in 2001
and, as a result, Bcom3 might suffer material adverse consequences if one of its
largest clients were to completely cease doing business with it. Although there 
can be no assurance, Bcom3 believes there are several factors that would make   
such an event unlikely. First, Bcom3 generally represents several different     
brands or divisions within each of its largest clients, typically in a number of
different geographical markets, and often under more than one of its own        
agencies. Moreover, Bcom3 normally deals with several different, independent    
decision makers at each such client. Furthermore, Bcom3 has long-standing       
relationships with its largest clients.                                         

EMPLOYEES                                                                   

     Bcom3 employed over 17,000 employees as of December 31, 2001, approximately
67% of whom work outside of the United States.                                  

REVENUES                                                                    

 Revenues consist principally of fees for services and for production of
advertisements. Additionally, revenue is derived from commissions for placement 
of advertisements in various media. Revenues are diversified across geographic  
regions, with various sectors of the economy and types of advertising and       
marketing communications services provided. In 2001 and 2000, 53.1% and 52.1%,  
respectively, of revenues were derived from U.S. operations, and 29.0% and      
28.3%, respectively, from operations in Europe. The remainder was divided among 
the operations in Asia Pacific, Latin America, Canada, the Middle East and      
Africa. In addition, Bcom3 represents clients in a variety of industries,       
including consumer-packaged goods, automotive, food and beverage, financial     
services, technology and healthcare. Bcom3's largest client, Procter & Gamble,  
individually accounted for approximately 12.7% and 12.0% of its revenues from   
providing advertising and marketing communications services for 2001 and 2000,  
respectively. Bcom3's second largest customer, Philip Morris, accounted for     
approximately 11.2% and 9.0% of its revenues from providing advertising and     
marketing communications services for 2001 and 2000, respectively.              

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RECENT DEVELOPMENTS                                                             

SPECIAL DIVIDEND                                                            

   On February 18, 2002, Bcom3 declared a cash dividend of $.25 per share of
common stock. This dividend was paid by March 18, 2002 to holders of Bcom3's    
common stock as of February 18, 2002.                                           

GRANT OF STOCK OPTIONS                                                      

   During February 2002, Bcom3 granted options to purchase 858,200 shares of
Class A common stock at an exercise price of $130 per share to approximately 400
employees.                                                                      

RESULTS OF OPERATIONS                                                           

SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001           

 Revenues.  For the six months ended June 30, 2002, Bcom3's consolidated
worldwide revenues increased 0.6% to $932.4 million from $927.1 million for the 
comparable period in 2001. Bcom3's domestic revenues for the six months ended   
June 30, 2002 increased 0.9% to $503.8 million from $499.3 million for the      
comparable period in 2001. The effect of acquisitions, net of divestitures,     
increased domestic revenues by $12.0 million or 2.4%. The effect of Bcom3's     
adoption of EITF Issue 01-14 increased domestic revenues by $11.9 million or    
2.4%. Domestic organic revenues declined by $19.4 million or 3.9% primarily as a
result of decreased spending by current clients. Bcom3's international revenues 
for the six months ended June 30, 2002 increased 0.2% to $428.6 million from    
$427.8 million for the comparable period in 2001. The effect of acquisitions,   
net of divestitures, increased international revenues by $25.0 million or 5.8%. 
Changes in translation of foreign currencies to the U.S. Dollar decreased       
international revenues by $14.0 million or 3.3%. This decrease was primarily    
caused by the strengthening of the U.S. Dollar against various Asia-Pacific and 
Latin American currencies. The effect of Bcom3's adoption of EITF Issue 01-14   
increased international revenues by $2.9 million or 0.7%. International organic 
revenues declined by $13.1 million or 3.0% primarily due to decreased spending  
by current clients.                                                             

Expenses.  Operating expenses for the six months ended June 30, 2002  
decreased 3.9% to $833.1 million from $866.9 million for the comparable period  
in 2001. Excluding $3.2 million of restructuring and other special charges      
recorded during the six months ended June 30, 2001 and $14.8 million of         
additional costs included in operating expenses in 2002 associated with the     
adoption of EITF Issue 01-14, operating expenses for the six months ended June  
30, 2002 decreased 5.3% to $818.3 million from $863.7 million for the comparable
period in 2001. Compensation and employee benefits decreased 1.3% to $560.6     
million in 2002 from $567.9 million in 2001 and represented 60.1% of revenues in
2002 compared to 61.3% of revenues for the comparable period in 2001. The       
decrease in this ratio results principally from the adoption of EITF Issue      
01-14. Other general expenses increased 0.3% to $153.8 million from $153.4      
million primarily as a result of Bcom3's adoption of EITF Issue 01-14 partially 
offset by savings primarily in travel and professional fees in 2002 in          
comparison to the comparable period in 2001. Excluding the impact of the        
adoption of EITF Issue 01-14, other general expenses decreased by $14.4 million.
Office and related expenses increased 6.1% to $75.3 million in the six months   
ended June 30, 2002 from $71.0 million for the comparable period in 2001        
primarily as a result of newly consolidated entities. Depreciation and          
amortization expense increased 10.8% to $35.8 million in 2002 from $32.3 million
in 2001 as a result of newly consolidated entities. Amortization of goodwill and
intangible assets decreased 80.5% to $7.6 million in the six months ended June  
30, 2002 from $39.0 million for the comparable period in 2001, and results      
principally from the adoption of SFAS No. 142.                                  

     Operating Income.  Operating income increased 64.7% to $99.3 million in the
six months ended June 30, 2002 from $60.3 million for the comparable period in  
2001. Excluding $3.2 million of restructuring and other special charges incurred
during 2001 and the effects of the adoption of SFAS No. 142, operating income   
increased 4.4% to $99.3 million in 2002 from $95.1 million in 2001.             

   Other Income (Expense).  For the six months ended June 30, 2002, interest
income decreased 60.6% to $5.2 million from $13.2 million for the comparable    
period in 2001 as cash balances were utilized to pay down debt and due to       
reduced interest rates, particularly in the United States where the majority of 
cash                                                                            

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investments were held. Interest expense decreased 54.4% to $11.5 million from   
$25.2 million for the comparable period in 2001 for similar reasons. Bcom3      
recognized a foreign currency gain of $1.7 million resulting primarily from     
improved foreign exchange exposure management, particularly in Latin America.   

Income Taxes.  The effective tax rate was 38.0% through the six months
ended June 30, 2002 in comparison to 72.7% for the comparable period in 2001.   
Excluding the effect of amortization of goodwill and intangible assets, the     
effective tax rate through the six months ended June 30, 2001 was 46.9%. The    
decrease in the effective tax rate in the six months ended June 30, 2002 over   
the comparable period in 2001 results principally from Bcom3's tax planning     
initiatives.                                                                    

Minority Interest and Equity in Income (Loss) of Affiliates.  Minority
interest decreased $0.1 million to $6.2 million in the six months ended June 30,
2002 from $6.3 million for the comparable period of 2001 as a result of         
decreased profitability at certain minority owned companies partially offset by 
decreased ownership in consolidated subsidiaries. Equity in income (loss) of    
affiliates increased $1.8 million to income of $1.9 million in the six months   
ended June 30, 2002 from income of $0.1 million for the comparable period of    
2001, primarily as a result of affiliates previously accounted for under the    
equity method which are consolidated subsidiaries in 2002 and increased         
operational income from certain affiliates.                                     

2001 VS. 2000                                                               

    Revenues.  For 2001, Bcom3's consolidated worldwide revenue increased 4.6%
to $1,917.3 million from $1,833.7 million in 2000, reflecting growth in both    
domestic and international operations. This increase also reflects a full year  
of operations in 2001 from the merger between The Leo Group and The MacManus    
Group on January 31, 2000. Bcom3's domestic revenue for the year 2001 increased 
6.5% to $1,017.3 million from $954.8 million in 2000. The effect of             
acquisitions, net of divestitures, increased domestic revenues by 4.9%, and was 
principally attributable to the effects of including one additional month of    
operations of The MacManus Group. Net new business wins and higher net revenue  
from existing clients accounted for the remaining 1.6% increase in domestic     
revenues. Bcom3's 2001 international revenue for the year 2001 increased 2.4% to
$900.0 million from $878.9 million in 2000. The effect of acquisitions, net of  
divestitures, increased international revenues by 7.5%, and was principally     
attributable to the effects of including one additional month of operations of  
The MacManus Group. Changes in translation of foreign currencies to the U.S.    
Dollar decreased international revenue by 7.8%. This decrease was primarily     
caused by the strengthening of the U.S. Dollar against various European and Asia
Pacific currencies. Net new business wins and higher net revenue from existing  
clients accounted for the remaining 2.7% increase in international revenues.    

   Expenses.  Operating expenses for 2001 decreased 1.0% to $1,784.0 million
from $1,801.5 million in 2000. Excluding $20.3 million of restructuring and     
other special charges taken during 2001 and the $71.9 million nonrecurring      
charge incurred in connection with the merger between The Leo Group and The     
MacManus Group in 2000, operating expenses increased 2.0% to $1,763.8 million   
from $1,729.6 million in 2000. Compensation and employee benefits increased 0.7%
to $1,142.4 million from $1,134.7 million and represented 59.6% of revenues     
compared to 61.9% in 2000. The change was less than the rate of revenue growth  
and was primarily attributable to a better alignment of compensation expense    
with revenues. Other general expenses decreased by 3.1% to $320.6 million from  
$330.8 million primarily as a result of higher post-merger integration costs    
incurred in 2000. Office and related expenses increased 12.5% to $151.9 million 
in 2001 from $135.0 million in 2000 primarily as a result of the inclusion of a 
full year of operating results of the merger between The Leo Group and The      
MacManus Group and increased rental costs incurred in 2001. Depreciation and    
amortization expense increased 15.4% to $148.9 million in 2001 from $129.0      
million in 2000 due to the inclusion of a full year of operating results of the 
merger between The Leo Group and The MacManus Group and increased amortization  
for computer software in 2001.                                                  

   As part of Bcom3's operating initiatives related to the merged operations
of The Leo Group and The MacManus Group, Bcom3 incurred $20.3 million of        
restructuring and other special charges during 2001 related to the streamlining 
of certain of Bcom3's businesses in the United States, Europe and Australia.    
These charges include costs associated with severance, leasehold consolidations,
fixed asset impairments, and other related costs of $5.3 million, $10.5 million,
$3.6 million and $0.9 million, respectively.                                    

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   The severance charges represent costs incurred to sever approximately 300
employees in the aforementioned markets. Of these employees, approximately 250, 
25 and 25 were employed in the United States, Europe and Australia respectively.
As of December 31, 2001, approximately 225 of the 300 employees had already been
terminated. Leasehold consolidations represents charges incurred in these       
markets to exit certain locations as a result of merger-related decisions,      
relocations or office closures. Fixed asset impairments and other related costs 
represent leasehold improvement impairments and other costs incurred as a result
of the decision to exit these locations.                                        

     The 2000 results of operations included a $71.9 million nonrecurring charge
related to The Leo Group stock redemption offer, which immediately preceded the 
business combination. The stock redemption was offered to employee stockholders 
with loans outstanding under the Leo Burnett employee loan program to redeem a  
number of shares sufficient to retire the amount of outstanding borrowings under
these loans. The nonrecurring charge was equal to the difference in the book    
value and cash to be paid for the shares offered for redemption.                

   Operating Income.  Operating income increased 314.0% to $133.3 million in
2001 from $32.2 million in 2000. Excluding $20.3 million of restructuring and   
other special charges recorded during 2001 and the $71.9 million nonrecurring   
charge recorded during 2000, operating income increased 47.6% to $153.6 million 
for 2001 from $104.1 million for 2000.                                          

    Other Income (Expense).  Interest income for 200l decreased 35.1% to $22.4
million from $34.5 million in 2000 as cash balances were utilized to pay down   
debt and also due to reduced interest rates, particularly in the United States  
where the majority of cash investments were held. Interest expense had a related
decrease of 24.9% to $44.0 million from $58.6 million in 2000 for similar       
reasons. Bcom3's foreign currency loss decreased 56.7% to $1.3 million from $3.0
million for the year 2000 primarily as a result of reduced foreign exchange     
exposure and greater stability between the U.S. Dollar and Bcom3's primary      
trading currencies.                                                             

 Income Taxes.  Excluding the effect of the amortization of goodwill and
intangible assets of $78.3 million and the related tax benefits of $7.5 million,
the effective tax rate was 42.6% through 2001. Excluding the effect of the      
amortization of goodwill and intangible assets of $71.4 million and related tax 
benefits of $7.2 million and the 2000 nonrecurring charge recorded in connection
with the merger of The Leo Group and The MacManus Group of $71.9 million, the   
effective tax rate through 2000 was 49.7%. The decrease in the effective tax    
rate in 2001 over 2000 was a result of one-time nondeductible costs in 2000 and 
a change in the source of earnings and corresponding weighting of tax rates on a
country-by-country basis.                                                       

Minority Interest and Equity in (Loss) Income of Affiliates.  Minority
interest increased $2.7 million to $11.0 million in 2001 from $8.3 million in   
2000 as a result of the reflection of the minority interest of previous equity  
affiliates partially offset by increased ownership in consolidated subsidiaries.
Equity in (loss) income of affiliates decreased $4.4 million to a loss of $0.5  
million in 2001 from income of $3.9 million in 2000, primarily as a result of   
affiliates previously accounted for under the equity method, which are          
consolidated subsidiaries in 2001, as well as increased operational losses of   
certain affiliates.                                                             

2000 VS. 1999                                                               

Revenues.  In 2000, consolidated worldwide revenue increased 96.3% to 
$1,833.7 million from $934.2 million in 1999. Of this increase $785.0 million   
was attributable to the acquisition of The MacManus Group and $18.6 million of  
the increase was due to other acquisitions, net of divestitures, completed      
during 2000. The remaining increase of $95.9 million was due to net new business
wins and higher revenue from existing clients.                                  

     Expenses.  Operating expenses for 2000 increased 109.8% to $1,801.5 million
from $858.6 million in 1999. Of this increase, $838.2 million was attributable  
to the acquisition of The MacManus Group, including goodwill amortization of    
$64.9 million and a nonrecurring charge of $71.9 million related to The Leo     
Group stock redemption offer, which immediately preceded the business           
combination.                                                                    

The stock redemption was offered to employee stockholders with loans  
outstanding under the Leo Burnett employee loan program to redeem a number of   
shares sufficient to retire the amount of outstanding                           

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borrowings under these loans. The nonrecurring charge was equal to the          
difference in the book value and cash to be paid for the shares offered for     
redemption.                                                                     

    The remaining increase in expenses over 1999 of $104.7 million represented
$8.2 million attributable to acquisitions net of divestitures and $96.5 million 
of operating expenses incurred to service new business wins and growth from     
existing clients. Compensation and employee-related expenses in 2000 increased  
93.0% to $1,134.7 million from $587.7 million primarily due to the acquisition. 
The increase was slightly lower than the rate of revenue growth. These costs    
represented 61.9% of revenues compared to 62.9% in 1999. Office and related     
expenses in 2000 increased 77.5% to $135.0 million from $76.1 million also      
primarily due to the acquisition of The MacManus Group.                         

Operating Income.  The combination of stronger revenue growth and cost
management favorably impacted operating income.                                 

    Other Income (Expense).  Interest income increased 336.5% to $34.5 million
in 2000 from $7.9 million in 1999 due to increased liquidity resulting from the 
Dentsu investment. Interest expense increased 268.2% to $58.6 million from $15.9
million primarily due to increased levels of bank debt incurred at the time of  
the merger. Significant levels of cash and debt were maintained throughout 2000 
as the term-loan debt structure restricted debt retirement until 2001.          

    Income Taxes.  The effective tax rate, calculated based upon the provision
for income taxes, was 1,235.9% in 2000 compared to 47.2% for the previous       
period. The increase in the effective tax rate in 2000 was due to the impact of 
nondeductible goodwill amortization and the nonrecurring charge.                

Minority Interest and Equity in (Loss) Income of Affiliates.  Minority
interest increased $2.9 million to $8.3 million in 2000 from $5.4 million in    
1999, primarily due to lower aggregate profits at these subsidiaries. Equity in 
(loss) income of affiliates increased $2.8 million to $3.9 million in 2000 from 
$1.1 million in 1999 primarily as a result of the acquisition of The MacManus   
Group.                                                                          

LIQUIDITY AND CAPITAL RESOURCES                                                 

     Bcom3 had cash and cash equivalents of $257.3 million and $227.7 million as
of June 30, 2002 and December 31, 2001, respectively. Net cash provided by      
Bcom3's operating activities was $110.0 million for the six months ended June   
30, 2002, which compared favorably to net cash used in operations of $181.3     
million for the six months ended June 30, 2001. Improved working capital        
management reduced the negative impact of the seasonality of Bcom3's media      
activity on cash flow, particularly in the U.S. In addition, increased net      
income had a beneficial impact on operating cash flow.                          

     Cash flows used in Bcom3's investing activities during the six months ended
June 30, 2002 were $91.9 million, including $59.9 million used for acquisitions 
net of cash acquired. Bcom3's net expenditures for property and equipment were  
$32.0 million for the six months ended June 30, 2002. These expenditures were   
primarily related to Bcom3's worldwide investment in technology, coupled with   
leasehold improvements and are approximately 10.4% below the expenditure of     
$35.7 million for the similar period in 2001.                                   

   Cash flows provided by Bcom3's financing activities during the six months
ended June 30, 2002 were $11.4 million, including $19.9 million of net proceeds 
from borrowings, reduced by $9.5 million in dividends paid to minority          
shareholders and common stockholders.                                           

     Bcom3 had cash and cash equivalents of $227.7 million and $598.2 million at
December 31, 2001 and 2000, respectively. Net cash provided by Bcom3's operating
activities was $258.9 million in 2001, compared to $2.0 million in 2000,        
primarily reflecting net income growth and improved working capital management  
during 2001.                                                                    

 Cash flows used in Bcom3's investing activities during 2001 were $154.8
million, including $75.2 million used for acquisitions net of cash acquired.    
Bcom3's net expenditures for property and equipment were $83.1 million for 2001.
These expenditures primarily related to Bcom3's worldwide investment in         
technology, coupled with leasehold improvements.                                

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 Cash flows used in Bcom3's financing activities during 2001 were $466.7
million, including $9.4 million used to repay short-term debt, $11.8 million    
used to pay dividends, and $452.0 million used to repay long-term debt.         

     Bcom3 believes that its operating cash flow, combined with cash on hand and
access to its revolving credit facility, are sufficient to support its          
foreseeable cash requirements, including dividends, capital expenditures,       
acquisitions and working capital.                                               

  During 2001, certain merger-related restrictions lapsed, allowing for an
amendment to Bcom3's banking agreement to facilitate repayment of long-term     
debt. On August 1, 2001, Bcom3 amended its $385.0 million term loan and $120.0  
million revolving credit facility to provide for a new $450.0 million revolving 
credit facility, of which $150.0 million was committed through July 2002 and    
$300.0 million is committed through July 2004. In July 2002, the $150.0 million,
364-day facility was renewed to July 2003. Bcom3 had $27.0 million drawn under  
the revolver at June 30, 2002.                                                  

  In addition to Bcom3's committed revolver, Bcom3 maintains relationships
with a number of banks worldwide that have extended unsecured lines of credit   
totaling $145.6 million, of which $41.4 million was outstanding short-term debt 
at June 30, 2002, leaving $104.2 million unused.                                

  As of June 30, 2002, Bcom3 had long-term debt of $16.0 million which was
primarily comprised of equipment financing and certain stockholder notes.       

DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS            

The following tables summarize Bcom3's contractual obligations and    
commercial commitments at December 31, 2001, and the effect such obligations and
commitments are expected to have on Bcom3's liquidity and cash flow in future   
periods:                                                                        

                                                        [Enlarge/Download Table]

                                                                    PAYMENTS DUE BY PERIOD                                    
                                ----------------------------------------------------------------------------------------------
                                 TOTAL     DUE IN 2002   DUE IN 2003    DUE IN 2004     DUE IN 2005   DUE IN 2006   THEREAFTER
                                --------   -----------   -----------   --------------   -----------   -----------   ----------
                                                                        (IN THOUSANDS)                                        
                                                                                                                              
Contractual Obligations                                                                                                       
  Long-term debt............... $  8,327    $  2,211      $  5,847        $    10         $     9       $    26      $    224 
  Capital lease obligations....    7,139       3,805         3,204            115              15            --            -- 
  Operating leases.............  629,753      92,423        84,464         72,819          66,629        63,027       250,391 
  Sale-leaseback transaction...  125,307      10,341        10,600         10,865          10,703        10,970        71,828 
  Other long-term                                                                                                             
    obligations................       --          --            --             --              --            --            -- 
                                --------    --------      --------        -------         -------       -------      -------- 
    Total contractual cash..... $770,526    $108,780      $104,115        $83,809         $77,356       $74,023      $322,443 
                                ========    ========      ========        =======         =======       =======      ======== 

                                                        [Enlarge/Download Table]

                                                          AMOUNT OF COMMITMENT EXPIRATION PER PERIOD                          
                                ----------------------------------------------------------------------------------------------
                                 TOTAL     DUE IN 2002   DUE IN 2003    DUE IN 2004     DUE IN 2005   DUE IN 2006   THEREAFTER
                                --------   -----------   -----------   --------------   -----------   -----------   ----------
                                                                        (IN THOUSANDS)                                        
                                                                                                                              
Other commercial commitments                                                                                                  
  Committed revolver........... $450,000    $150,000       $   --         $300,000         $  --         $  --        $  --   
  Lines of credit..............   39,393      39,393           --               --            --            --           --   
  Standby letters of credit....    8,889       6,878        2,011               --            --            --           --   
  Guarantees...................   19,252      19,252           --               --            --            --           --   
                                --------    --------       ------         --------         -----         -----        -----   
    Total commercial                                                                                                          
      commitments.............. $517,534    $215,523       $2,011         $300,000         $  --         $  --        $  --   
                                ========    ========       ======         ========         =====         =====        =====   

ACQUISITION RELATED OBLIGATIONS                                                 

   Bcom3's acquisition agreements are generally structured to provide that a
portion of the purchase price is measured and paid in future periods. The amount
of the future obligations is determined based on the acquired                   

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company's financial performance including revenue growth and profitability.     
Bcom3 reflects these future obligations as liabilities in its financial         
statements at the time such amounts become fixed and determinable. As of June   
30, 2002, Bcom3 estimates that future obligations under such arrangements       
approximate $55.0 million.                                                      

    Additionally, in certain cases where Bcom3 does not own 100% of an entity,
it has entered into agreements with the other shareholder(s) that provide them  
with the right to require Bcom3 to purchase the shares not previously sold to   
Bcom3. These options are exercisable at various points over the next several    
years and the amount of the future obligations is contingent upon the acquired  
company's financial performance including revenue growth and profitability.     
Bcom3 reflects these future obligations as liabilities in its financial         
statements at the time such amounts become fixed and determinable. As of June   
30, 2002, Bcom3 estimates that if exercised, such obligations under these       
arrangements approximate $45.0 million.                                         

CRITICAL ACCOUNTING POLICIES                                                    

   Bcom3's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States. The process of   
preparing financial statements in conformity with U.S. GAAP requires the use of 
estimates and assumptions regarding certain types of assets, liabilities and    
expenses. Bcom3 believes that of its Significant Accounting Policies (see Note 2
to Bcom3's Consolidated Financial Statements included elsewhere in this proxy   
statement/prospectus), the following may involve a higher degree of judgment and
complexity.                                                                     

ALLOWANCE FOR DOUBTFUL ACCOUNTS                                             

 Accounts receivable are presented net of Bcom3's allowance for doubtful
accounts. The allowance for doubtful accounts is determined through a specific  
identification process whereby management assesses the collectability of        
receivables based in part on the financial condition of the client.             

PROPERTY AND EQUIPMENT AND INTANGIBLES                                      

 Bcom3 depreciates property and equipment and amortizes intangibles over
their useful lives. Assets are reviewed for impairment whenever events or       
changes in circumstances indicate that the carrying amount of an asset may not  
be recoverable.                                                                 

FOREIGN CURRENCY TRANSLATION                                                

   Bcom3's consolidated financial statements are prepared in accordance with
the requirements of SFAS No. 52, "Foreign Currency Translation." Assets and     
liabilities of Bcom3's foreign subsidiaries, other than those located in highly 
inflationary countries, are translated at current exchange rates, while income  
and expense are translated at average rates for the period. For entities in     
highly inflationary countries, a combination of current and historical rates is 
used to determine foreign currency gains and losses resulting from financial    
statement translation. Resulting translation gains and losses are reported as a 
component of stockholder's equity, except for those associated with highly      
inflationary countries, which are reported directly in the consolidated         
statements of operations. Certain of Bcom3's intercompany loans with            
international subsidiaries are of a long-term investment nature since settlement
is not planned or anticipated in the foreseeable future. Accordingly, related   
gains or losses are reported and accumulated in the same manner as currency     
translation adjustments. Foreign currency transaction gains and losses are      
included in the determination of net income.                                    

LOSS LEASE PROVISIONS                                                       

Bcom3 will record a loss lease provision when it decides to abandon or
sublet rented office space. This provision will be equal to the lesser of the   
difference between Bcom3's rent expense per the lease agreement less any        
expected sublease income to be received during the remaining term of the lease  
or any penalties which result from lease cancellation. Bcom3 will also evaluate 
the realizability of any leasehold improvements                                 

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associated with the space and record a provision if it will not be able to      
recover its remaining book value through sublease income.                       

DEFERRED TAXES                                                              

  Bcom3 records a valuation allowance to reduce its deferred tax assets to
the amount that is likely to be realized. Bcom3 considers future taxable income 
and ongoing tax planning strategies in assessing the required valuation         
allowance. If Bcom3's future realizable deferred tax assets are in excess of its
net recorded amount, Bcom3 would increase deferred tax assets with a            
corresponding increase to net income in such period. If Bcom3's future          
realizable deferred tax assets are less than its net recorded amount, Bcom3     
would reduce deferred tax assets with a corresponding reduction to net income in
such period.                                                                    

USE OF ESTIMATES                                                            

    The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions    
regarding certain types of assets, liabilities and expenses. Such estimates     
primarily relate to unsettled transactions and events as of the date of the     
financial statements. Accordingly, upon settlement, actual results may differ   
from estimated amounts.                                                         

RECENT ACCOUNTING PRINCIPLES                                                    

    Several new accounting principles have been adopted during the year. Bcom3
has included a summary with the related impact on Bcom3's results of operations 
in Note 2 to Bcom3's Consolidated Financial Statements included elsewhere in    
this proxy statement/prospectus.                                                

RELATED PARTY TRANSACTIONS                                                      

     In January 2000, before the business combination in which Bcom3 was formed,
a subsidiary of The MacManus Group sold a portion of its shareholdings in a     
majority-owned subsidiary called Novo MediaGroup to 25 managers of The MacManus 
Group and its operating units (including Messrs. Bostock and Brown), in return  
for consideration consisting of cash and non-recourse promissory notes. In March
2001, Bcom3 notified all of these managers that it was offering to rescind the  
original transaction, in order to regain majority ownership and control of Novo 
MediaGroup, and also in order to avoid certain potential disputes with the      
managers. All 25 of the managers accepted Bcom3's rescission offer, with the    
result that Bcom3 refunded each manager's original cash consideration and       
cancelled his or her promissory note. Messrs. Bostock and Brown received cash   
refunds in the respective amounts of $1,152,500 and $1,150,195, and Bcom3       
cancelled their promissory notes in the respective principal amounts of         
$1,152,500 and $1,154,805. For all 25 managers as a group, the total cash       
refunded was $10,733,595, and the total principal amount of the cancelled notes 
was $10,738,655.                                                                

CONVERSION TO THE EURO                                                          

On January 1, 1999, certain member countries of the European Union    
established fixed conversion rates between their existing currencies and the    
European Union's common currency, the euro. Bcom3 conducts business in member   
countries. The transition period for the introduction of the euro was between   
January 1, 1999 and June 30, 2002. On January 1, 2002, the Euro was introduced  
as the official trading currency of the member countries, replacing the existing
currency in each country. Bcom3 has completed its conversion to the Euro and it 
has not had a material effect on Bcom3's financial condition or results of      
operations.                                                                     

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 

 Effective at the close of business on May 22, 2002, Arthur Andersen LLP
("Arthur Andersen") was released from its obligations to Bcom3 as Bcom3's       
independent accountants because of Arthur Andersen's inability to perform       
ongoing auditing services for Bcom3's global operations. Bcom3's Board of       
Directors and its Audit Committee approved the engagement of Ernst & Young LLP  
("EY") to serve as Bcom3's independent public accountants, effective May 23,    
2002.                                                                           

    Arthur Andersen's reports on Bcom3's consolidated financial statements for
each of the years ended 2001 and 2000 did not contain an adverse opinion or     
disclaimer of opinion, nor were they qualified or modified as to uncertainty,   
audit scope or accounting principles. During the years ended December 31, 2001  
and 2000 and through May 22, 2002, there were no disagreements with Arthur      
Andersen on any matter of accounting principle or practice, financial statement 
disclosure, or auditing scope or procedure which, if not resolved to Arthur     
Andersen's satisfaction, would have caused them to make reference to the subject
matter in connection with their report on Bcom3's consolidated financial        
statements for such years; and there were no reportable events as defined in    
Item 304(a)(1)(v) of Regulation S-K.                                            

During the years ended December 31, 2001 and 2000 and through the date
hereof, Bcom3 did not consult EY with respect to the application of accounting  
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on Bcom3's consolidated financial       
statements or any other matters or reportable events as set forth in Items      
304(a)(2)(i) and (ii) of Regulation S-K.                                        

Bcom3 has provided Arthur Andersen with a copy of the foregoing       
disclosures, and a copy of Arthur Andersen's letter stating its agreement with  
such statements has been filed with the SEC.                                    

QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK FOR BCOM3 

  Bcom3's policy is to use financial instruments to manage risk consistent
with its business plans and prudent practices. The risk inherent in Bcom3's     
market risk sensitive instruments and positions is the potential loss arising   
from adverse changes in interest rates and foreign currency exchange rates as   
discussed below. Bcom3's senior management actively participates as a risk      
oversight function to ensure compliance with corporate policies and prudent risk
management practices are adhered to.                                            

  Bcom3 periodically purchases derivative financial instruments as part of
managing exposures to currency exchange and market interest rates. Derivative   
financial instruments are subject to market and counterparty risk. Market risk  
is the potential for loss resulting from changes in market conditions. Since it 
is Bcom3's practice that derivative instruments are only used to hedge specific 
exposures of like amount and duration, the potential negative impact on future  
earnings due to market risk is immaterial. Counterparty risk arises from the    
inability of a counterparty to meet its obligations. To mitigate counterparty   
risk, Bcom3 enters into derivative contracts with major financial institutions  
that have credit ratings at least equal to Bcom3's own. Gains and losses on     
hedging derivatives are equal to and offset the hedged positions.               

INTEREST RATES                                                                  

  Bcom3 is subject to the risk of fluctuating interest rates in the normal
course of business. Bcom3's policy is to manage its interest rate exposure      
through the use of fixed rate debt, floating rate debt placed in staggered      
maturities and interest rate swaps. Bcom3 does not use financial instruments to 
speculate in interest rates. At June 30, 2002 and December 31, 2001, Bcom3 had  
no interest rate swaps outstanding. Assuming gross indebtedness at June 30, 2002
was carried throughout the entire year, a hypothetical 10% change in market     
interest rates would result in a $0.3 million change in the annual interest     
costs related to the floating rate debt. Conversely, the same hypothetical      
change in interest rate applied to floating rate cash and marketable securities 
at June 30, 2002 would result in a $1.0 million change in interest income over  
the course of a year. Assuming gross indebtedness at December 31, 2001 was      
carried throughout the entire year, a hypothetical 10% change in market interest
rates would result in a $0.2 million change in the annual interest costs related
to                                                                              

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the floating rate debt. Conversely, the same hypothetical change in interest    
rate applied to floating rate cash and marketable securities at December 31,    
2001 would result in a $0.9 million change in interest income over the course of
a year.                                                                         

INTERNATIONAL OPERATIONS                                                        

    Bcom3's results of operations are subject to the risk of currency exchange
rate fluctuations related to its international operations. This economic risk is
generally limited to the net income of the operations as the revenue and        
expenses of the operations are generally denominated in the same currency.      
Bcom3's major international markets are the United Kingdom, euro currency       
countries, China/Hong Kong, Mexico, Brazil, Canada and Japan. While Bcom3 does  
not hedge the net income of its international operations, in some cases Bcom3   
enters into hedging transactions to mitigate the risk of adverse currency       
exchange on certain cross border transactions such as intercompany settlements. 
At June 30, 2002, Bcom3 had open forward foreign currency contracts, and at     
December 31, 2001, Bcom3 had open forward foreign currency contracts for        
approximately $11.0 million to hedge certain intercompany obligations. It is not
Bcom3's policy to use derivatives to hedge the net investment positions in its  
international subsidiaries.                                                     

Investing in non-U.S. countries involves certain risks. As currencies 
fluctuate against the U.S. Dollar, there is a corresponding change in Bcom3's   
investment value in terms of the U.S. Dollar. Such change is reflected as an    
increase or decrease in comprehensive income, a separate component of           
stockholder's equity. Net foreign currency devaluations have reduced the        
reported amount of total stockholder's equity by $6.5 million as of June 30,    
2002 and $9.1 million as of December 31, 2001.                                  

Bcom3 cannot predict foreign currency exchange rate movements, and    
therefore cannot predict the impact of such movements on its financial          
condition, results of operations and net cash flows.                            

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT OF BCOM3 

   As of August 20, 2002, Bcom3 had outstanding 15,289,804 shares of Class A
common stock, par value $0.01 per share, and 4,286,123 shares of Class B common 
stock, par value $0.01 per share. See "Description of Capital Stock of Bcom3."  

     The following table contains information regarding the beneficial ownership
of Bcom3's common stock as of August 20, 2002 by: (1) each person or entity whom
Bcom3 knows to be a beneficial owner of more than 5% of its common stock; (2)   
each member of the Bcom3 board; (3) each of Bcom3's executive officers; and (4) 
all of Bcom3's directors and executive officers as a group.                     

                                                        [Enlarge/Download Table]

                                                              NUMBER OF                
                                                                SHARES      PERCENTAGE 
                                                             BENEFICIALLY  BENEFICIALLY
NAME OF BENEFICIAL OWNER(1)                                    OWNED(2)       OWNED    
---------------------------                                  ------------  ------------
                                                                                       
Dentsu Inc.(3)..............................................   4,286,123       21.89%  
Roger A. Haupt(4)...........................................  15,289,804       78.11%  
Roy J. Bostock(4)...........................................  15,289,804       78.11%  
Richard B. Fizdale(4).......................................  15,289,804       78.11%  
Craig D. Brown(4)...........................................  15,289,804       78.11%  
Eileen A. Kamerick..........................................          --          --   
Christian E. Kimball........................................           *           *   
Fumio Oshima................................................          --          --   
Naoki Kobuse................................................          --          --   
All directors and executive officers as a group                                        
  (8 persons)...............................................  19,575,927      100.00%  

---------------                                                                 

*  Less than 1% beneficial ownership                                          

(1) The business address of Dentsu is 1-11, Tsukiji, Chuo-ku, Tokyo 104-8426,   
 Japan. The business address of Messrs. Oshima and Kobuse is c/o Dentsu at
   the above address. The business address of Mme. and Messrs. Haupt, Bostock,
Fizdale, Brown, Kamerick and Kimball is c/o Bcom3 Group, Inc., 35 West  
Wacker Drive, Chicago, IL 60601.                                        

(2) As used in this table, a beneficial owner of a security includes any person 
  who, directly or indirectly, through contract, arrangement, understanding,
 relationship, or otherwise has or shares (a) the power to vote, or direct
    the voting of, that security or (b) investing power which includes the power
   to dispose of, or to direct the disposition of, that security. In addition,
  a person is deemed to be the beneficial owner of a security if that person
has the right to acquire beneficial ownership of that security within 60
  days of August 20, 2002. Except as otherwise noted, the persons and entity
  listed in this table have sole voting and investment power with respect to
all of the shares of common stock owned by them.                        

(3) Dentsu holds all of the outstanding Class B common stock.                   

(4) Messrs. Haupt, Bostock, Fizdale and Brown, in their respective capacities as
the voting trustees under the voting trust agreement, share voting power
 over all of Bcom3's outstanding Class A common stock. See "Description of
  Capital Stock of Bcom3 -- Voting Trust Agreement." Messrs. Haupt, Bostock,
Fizdale and Brown disclaim beneficial ownership with respect to all but 
1,816,622 shares of such Class A common stock in the aggregate.         

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DESCRIPTION OF CAPITAL STOCK OF BCOM3 

   The following description of Bcom3's capital stock does not purport to be
complete, is subject to and qualified in its entirety by Bcom3's certificate of 
incorporation, bylaws, the form of stock purchase agreement and the form of     
voting trust agreement, copies of which have been filed with the SEC, and the   
laws of the State of Delaware.                                                  

  PLEASE NOTE THAT THE INFORMATION SET FORTH BELOW DESCRIBES BCOM3 CAPITAL
STOCK AS IT EXISTS ON THE DATE OF THIS PROXY STATEMENT/PROSPECTUS. IF THE MERGER
WITH PUBLICIS IS COMPLETED, BCOM3 STOCKHOLDERS WILL CEASE TO HOLD BCOM3 SHARES  
AND WILL INSTEAD HOLD THE PUBLICIS SECURITIES ISSUED AS MERGER CONSIDERATION AS 
DESCRIBED IN THIS DOCUMENT. SEE "COMPARATIVE RIGHTS OF PUBLICIS SHAREHOLDERS AND
BCOM3 STOCKHOLDERS." IN ADDITION, IN CONNECTION WITH THE MERGERS, THE VOTING    
TRUST AGREEMENT WILL BE TERMINATED AND CERTAIN CHANGES WILL BE MADE TO THE STOCK
PURCHASE AGREEMENT. SEE "-- CHANGES IN CONNECTION WITH THE MERGERS" BELOW.      

CERTIFICATE OF INCORPORATION AND BYLAWS                                         

AUTHORIZED CAPITAL STOCK                                                    

Bcom3's certificate of incorporation authorizes Bcom3 to issue up to  
50,000,000 shares of common stock, consisting of 40,000,000 shares of Class A   
common stock and 10,000,000 shares of Class B common stock. The outstanding     
shares of common stock are duly authorized, validly issued, fully paid, and     
nonassessable.                                                                  

VOTING RIGHTS                                                               

     Holders of common stock will generally be entitled to one vote per share on
all matters that Bcom3 submits to a vote of stockholders; provided, however,    
that holders of Class B common stock, voting as a separate class, will have the 
right to approve certain amendments to Bcom3's certificate of incorporation that
would adversely affect them as a class. In addition, so long as the outstanding 
Class B common stock comprises at least 15% of Bcom3's total common stock,      
holders of Class B common stock, voting as a separate class, will have the right
to elect, remove, and replace two of Bcom3's six directors (or, if Bcom3 ever   
has more than six directors, then one-third of its directors rounded up to the  
next whole number). Alternatively, if the outstanding Class B common stock ever 
comes to comprise less than 15%, but still comprises at least 5%, of Bcom3's    
total common stock, then holders of Class B common stock, voting as a separate  
class, will have the right to elect, remove, and replace one of Bcom3's six     
directors (or, if Bcom3 ever has more than six directors, then one-sixth of its 
directors rounded up to the next whole number). In any event, holders of Class A
common stock, voting as a separate class, will have the right to elect, remove, 
or replace all of Bcom3's other directors. Currently, all outstanding shares of 
Class B common stock are owned by Dentsu, and the Class B common stock          
represents approximately 22% of Bcom3's outstanding common stock in total.      

  Bcom3's certificate of incorporation provides that its stockholders (and
therefore, given the voting trust agreement, the voting trustees) will have the 
right to elect, remove, and replace specified corporate officers. See "-- Voting
Trust Agreement" below.                                                         

OTHER RIGHTS                                                                

  Holders of common stock are entitled to share equally, without regard to
class, in any dividend declared by the Bcom3 board; provided that, in the event 
of a dividend payable in additional shares of common stock, holders of Class A  
common stock will be entitled to receive additional shares of Class A common    
stock and holders of Class B common stock will be entitled to receive additional
shares of Class B common stock. Holders of common stock are also entitled to    
share equally, without regard to class, in all assets available for distribution
to stockholders upon dissolution, liquidation, or winding up. Except for Dentsu,
which has certain contractual preemptive rights, no holder of common stock has  
any preemptive right to subscribe for any common stock or other securities that 
Bcom3 may choose to issue or sell. Bcom3 will not subdivide or combine the      
outstanding shares of either the Class A common stock or the Class B common     
stock without subdividing or combining the outstanding shares of the other      
class.                                                                          

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   Holders of Class B common stock have the right to convert their shares of
Class B common stock into an equal number of shares of Class A common stock at  
any time.                                                                       

STOCK PURCHASE AGREEMENT                                                        

 Because Bcom3 is a privately held company, it is Bcom3's general policy
that only employees of Bcom3 and its various subsidiaries may acquire shares of 
its Class A common stock. All such persons who have acquired shares of Bcom3's  
Class A common stock have also become a party to the stock purchase agreement.  
Bcom3's stock purchase agreement contains stock transfer restrictions and stock 
repurchase provisions, as well as restrictive covenants regarding               
noncompetition, nonsolicitation and confidentiality, all as described below.    

RESTRICTIONS ON TRANSFER OF SHARES                                          

    Under the stock purchase agreement, a stockholder may only transfer his or
her shares with Bcom3's prior written consent, which Bcom3 will normally grant  
only for a transfer by the stockholder:                                         

   - to members of the stockholder's family, to a family limited partnership
or limited liability company, to a trust for the benefit of the   
     stockholder and his or her family members, or to a charitable trust; or

 - to the stockholder's heirs and legatees upon the stockholder's death;

       provided, in each instance, that the transferee agrees to be bound by the
terms of the stock purchase agreement.                            

  Any other transfer of any shares, or any interest in any shares, whether
voluntarily or involuntarily made, is strictly prohibited. Prohibited transfers 
include transfers by way of sale, gift, or other disposition; by way of pledge, 
hypothecation, or the creation of a security interest; by way of attachment,    
levy, or lien; in connection with insolvency; in connection with a divorce,     
decree of separate maintenance, or any other arrangement for the adjustment of  
marital rights; into, or out of, joint tenancy, tenancy in common, or tenancy by
virtue of community property or similar rights; to any trustee, receiver,       
administrator, executor, custodian, or guardian of an estate or property; or    
into any trust, or in any other manner so as to create a separation of the      
ownership of the shares into legal interests and beneficial interests.          

REPURCHASE OF SHARES                                                        

    Under the stock purchase agreement, if a stockholder ceases to serve as an
employee, then as a general rule Bcom3 will repurchase all of his or her shares,
effective as of the date of his or her departure, at their then "Per Share Book 
Value." See "-- Determination of Per Share Book Value" below.                   

If a stockholder is an employee of one of Bcom3's operating units, and
Bcom3 sells or otherwise divests itself of that operating unit, then the        
stockholder will no longer be considered Bcom3's employee, generally with the   
same consequences as if he or she had been discharged without cause (as         
described below).                                                               

    There is a special rule, however, if the stockholder ceases to serve as an
employee under the following circumstances:                                     

- by reason of his or her death or "Permanent Disability";            

- by reason of his or her discharge without "Cause"; or               

- on terms that Bcom3, in its discretion, acknowledges in writing     
constitute an "Agreed Separation."                                

If this special rule applies, then the former employee is entitled to 
become a continuing stockholder and retain his or her shares for a holding      
period of up to ten years after his or her departure. At the end of this holding
period, Bcom3 will repurchase all of his or her shares at their then Per Share  
Book Value.                                                                     

If the continuing stockholder breaches any applicable noncompete,     
nonsolicitation, confidentiality, or other restrictive covenant during the      
relevant post-employment period, however, Bcom3 may elect to repurchase his or  
her shares immediately at their then Per Share Book Value. See "-- Restrictive  
Covenants" below.                                                               

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    Conversely, at any time during the ten-year holding period, the continuing
stockholder may elect to require Bcom3 to repurchase his or her shares by       
delivering written notice to Bcom3. In the event the continuing stockholder     
gives such notice, Bcom3 is required to repurchase his or her shares on the last
day of the fiscal year in which Bcom3 receives such written notice, or on such  
earlier date as Bcom3 may select, at the then Per Share Book Value of such      
shares.                                                                         

  The stock purchase agreement also grants Bcom3 an option to repurchase a
stockholder's shares immediately, at their Per Share Book Value, if the         
stockholder becomes "Insolvent," or if he or she makes or attempts to make a    
prohibited transfer of his or her shares (see "-- Restrictions on Transfer of   
Shares" above) or if he or she breaches any applicable noncompete,              
nonsolicitation, confidentiality or other restrictive covenant (see             
"-- Restrictive Covenants" below).                                              

DETERMINATION OF PER SHARE BOOK VALUE                                       

    Under the stock purchase agreement, the Per Share Book Value for shares as
of any date will generally be equal to the sum of:                              

     (1) the amounts determined as of January 31, 2000 under the stock
   purchase agreements then in place with respect to the former stockholders
     of The Leo Group and The MacManus Group (or, in the case of shares acquired
  after January 31, 2000, the original purchase price the stockholder paid
for such shares); plus or minus                                       

     (2) Bcom3's consolidated net income (or loss) per share of common
stock from January 31, 2000 (or, in the case of shares acquired after 
January 31, 2000, from the acquisition date) through the applicable   
determination date.                                                   

 For purposes of this formula, consolidated net income (or loss) will be
reduced by dividends, and adjusted to eliminate changes due to non-recurring    
items (net of taxes), changes arising from the application of purchase          
accounting to the January 2000 business combination transactions, and changes   
arising from Bcom3's issuance or repurchase of equity at prices other than book 
value. Changes in book value during any period of less than one year will be    
determined by proration (or by applying such other method as Bcom3 may select). 

The Per Share Book Values as of December 31, 2001 were (1) $26.30 for 
shares of common stock that the former stockholders of The Leo Group acquired on
January 31, 2000 and (2) $7.38 for shares of common stock that the former       
stockholders of The MacManus Group acquired on January 31, 2000. In each case,  
the Per Share Book Value has increased by $3.75 per share over the twelve months
ended December 31, 2001. The corresponding Per Share Book Values as of December 
31, 2000 were (1) $22.55 for the shares of common stock that the former         
stockholders of The Leo Group acquired in the business combination and (2) $3.63
for the shares of common stock that the former stockholders of The MacManus     
Group acquired in the business combination.                                     

PAYMENT OF THE REPURCHASE PRICE                                             

    The stock purchase agreement permits Bcom3 to pay the repurchase price for
shares in four equal annual installments, together with interest. If, in any    
fiscal year, several former stockholders are entitled to receive such           
installment payments, and the total amount of all payments due to former        
stockholders would exceed 50% of Bcom3's consolidated net income for that year, 
then Bcom3 may reduce the amount paid to each former stockholder during the year
accordingly. The right of former stockholders to receive payment for shares that
Bcom3 has repurchased is also subordinate to claims by the government for taxes 
due and claims of Bcom3's trade creditors, bank lenders, and other creditors.   

EFFECT OF A MERGER OR CONSOLIDATION                                         

 The stock purchase agreement provides that, in the event of a merger or
consolidation involving Bcom3, payment to a stockholder of the Per Share Book   
Value of his or her shares shall be deemed to constitute payment of the fair    
market value of such shares for the purpose of the stockholder's statutory      
appraisal rights.                                                               

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RESTRICTIVE COVENANTS                                                       

The stock purchase agreement contains noncompete, nonsolicitation,    
confidentiality, and other restrictive covenants, which are applicable to       
Bcom3's stockholders and their successors and assigns while they are employees  
of Bcom3 and its various subsidiaries, and also for various specified or        
indefinite periods thereafter should they cease to be Bcom3's employees.        

VOTING TRUST AGREEMENT                                                          

GENERAL                                                                     

 Because Bcom3 is a privately held company, it is Bcom3's general policy
that only employees of Bcom3 and its various subsidiaries may acquire shares of 
its Class A common stock. Any such person who is to acquire shares of Bcom3's   
Class A common stock must also become a party to its voting trust agreement.    

     Pursuant to the voting trust agreement, all of the holders of Bcom3's Class
A common stock have deposited their shares into a voting trust, with Roger      
Haupt, Roy Bostock, Richard Fizdale, and Craig Brown as the voting trustees, all
as described below. These voting trustees are the current holders of record of  
all Class A common stock.                                                       

VOTING RIGHTS                                                               

The voting trustees have the right to vote all of the shares of common
stock held by the voting trust whenever a vote of Bcom3's stockholders is       
required; provided, however, that Bcom3's individual stockholders have the right
to direct the voting of their shares by the voting trustees with respect to any 
proposal regarding a merger, consolidation, or dissolution of Bcom3 or any      
proposal to sell all, or substantially all, of its assets. The affirmative vote 
of a majority of the voting trustees is required to take action under the voting
trust agreement. The voting trustees may also take action by unanimous written  
consent.                                                                        

     Although Bcom3's individual stockholders generally do not have any right to
vote their shares of common stock while such shares are deposited in the voting 
trust, such stockholders retain the economic ownership of their shares          
(including the right to receive any dividends in respect of their shares).      

VOTING TRUSTEES                                                             

   Currently, Messrs. Haupt, Bostock, Fizdale, and Brown serve as the voting
trustees, and each will serve until the earliest to occur of his death,         
voluntary resignation, permanent disability, or removal by the unanimous vote of
the other three voting trustees. Messrs. Haupt and Fizdale are "paired" under   
the voting trust agreement, so that if either of them ceases to serve as a      
voting trustee, the other will have the right to appoint a successor voting     
trustee. Similarly, if either Mr. Bostock or Mr. Brown ceases to serve as a     
voting trustee, the other will have the right to appoint a successor voting     
trustee. If both Messrs. Haupt and Fizdale, on the one hand, or Messrs. Bostock 
and Brown, on the other hand, cease to serve as voting trustees, and no         
successors have been appointed as described above, then their successors will be
selected by a panel of former stockholders of The Leo Group, in the case of     
Messrs. Haupt and Fizdale, or of The MacManus Group, in the case of Messrs.     
Bostock and Brown.                                                              

DURATION                                                                    

  The voting trust agreement has an unlimited duration; provided, however,
that the voting trust agreement may be terminated at any time, either by the    
action of 75% of the voting trustees or by the action of the beneficial owners  
of at least 75% of the shares of common stock held by the voting trust.         

AMENDMENTS                                                                  

The voting trust agreement may be amended by the action of 75% of the 
voting trustees, other than those sections of the voting trust agreement        
relating to the pass-through of dividends and the right of the beneficial owners
to direct voting on a merger, consolidation, or dissolution of Bcom3 or a sale  
of all, or substantially all,                                                   

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of Bcom3's assets. See "-- General" and "-- Voting Rights" above. The beneficial
owners of at least 75% of the shares of common stock held by the voting trust   
also have the right to amend the voting trust agreement.                        

BOARD OF DIRECTORS                                                          

    The voting trust agreement requires the voting trustees to vote all shares
of common stock held by the voting trust in order to:                           

- set the size of the Bcom3 Board at six members; and                 

- elect as directors Messrs. Haupt, Bostock, Fizdale, and Brown.      

    Dentsu currently has the right to elect, remove, and replace the other two
members of the Bcom3 Board.                                                     

  In the event Mr. Haupt or Mr. Fizdale dies, voluntarily resigns from the
Bcom3 board, becomes permanently disabled, or is removed by the unanimous vote  
of the three other voting trustees, the voting trustees shall elect as a new    
director another individual to be designated by Messrs. Haupt and Fizdale, to   
the extent each remains a voting trustee.                                       

  In the event Mr. Bostock or Mr. Brown dies, voluntarily resigns from the
Bcom3 Board, becomes permanently disabled, or is removed by the unanimous vote  
of the three other voting trustees, the voting trustees shall elect as a new    
director another individual designated by Messrs. Bostock and Brown, to the     
extent each remains a voting trustee.                                           

The voting trust agreement also provides that all actions of the Bcom3
Board shall require the affirmative vote of both (1) a majority of all six      
directors and (2) a majority of the four directors who have been elected by the 
voting trustees, considered as a single group for this purpose.                 

MANAGEMENT                                                                  

     Bcom3's certificate of incorporation provides that its stockholders (rather
than the Bcom3 board) have the right to elect, remove, and replace specified    
corporate officers.                                                             

 The voting trust agreement provides that 75% of Bcom3's voting trustees
have the power to vote all shares of common stock held by the voting trust in   
order to elect, remove, and replace Bcom3's Chairman, Vice Chairman, Chief      
Executive Officer, President, Chief Operating Officer, Chief Administrative     
Officer, and Secretary.                                                         

CHANGES IN CONNECTION WITH THE MERGERS                                          

In connection with the mergers, the following changes will occur with 
respect to the voting trust agreement and the stock purchase agreement:         

 - the voting trustees will terminate the voting trust agreement and the
voting trust immediately prior to the mergers; and                

    - it is anticipated that Bcom3 will unilaterally and irrevocably waive any
     rights it may have under the stock purchase agreement to repurchase the
Publicis securities issued to Bcom3 Class A stockholders in the   
Publicis/Bcom3 merger.                                            

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COMPARATIVE RIGHTS OF PUBLICIS SHAREHOLDERS 
AND BCOM3 STOCKHOLDERS

As a result of the mergers, holders of Bcom3 common stock will receive
ordinary shares of Publicis, a societe anonyme a directoire et conseil de       
surveillance (a limited liability company with management board and supervisory 
board) organized under the laws of France. The following is a summary comparison
of the material differences between the rights of a holder of Bcom3 common stock
and a holder of Publicis ordinary shares arising from the differences between   
the corporate laws of France and of Delaware, certain instruments and agreements
governing the rights of holders of Publicis ordinary shares and Bcom3 common    
stock, respectively, and the securities laws and regulations governing Publicis 
and Bcom3. For information as to where the Publicis statuts, the certificate of 
incorporation and bylaws of Bcom3 and the agreements governing the rights of    
holders of Bcom3 common stock may be obtained, see "Where You Can Find More     
Information." Holders of shares of Bcom3 common stock are encouraged to obtain  
and read these documents.                                                       

 The following discussion addresses Dentsu's rights under the applicable
documents at its current ownership level (i.e., at least 15% of the total number
of shares of outstanding shares of common stock of Bcom3).                      

                                                        [Enlarge/Download Table]

               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF           
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES         
        ----------------------------                      ------------------------         
                                                                                           
                                  AUTHORIZED CAPITAL STOCK                                 

     Bcom3's certificate of incorporation           Publicis's statuts provide that the    
authorizes 40,000,000 shares of Bcom3 Class     share capital of Publicis as of January 9, 
A common stock and 10,000,000 shares of         2002 was E55,839,998.40 divided into       
Bcom3 Class B common stock, each having a       139,599,996 shares, with a nominal value of
par value of $0.01 per share. Pursuant to       E0.40 per share. As of August 20, 2002,    
the terms of the Investment Agreement with      Publicis's share capital was E55,920,510,  
Dentsu, no shares of Class B common stock       represented by 139,801,275 shares of E0.40 
may be issued to any party other than           per share each.                            
Dentsu.                                                                                    

      SIZE OF BCOM3 BOARD OF DIRECTORS AND PUBLICIS SUPERVISORY BOARD; TERM OF OFFICE      

     Bcom3's certificate of incorporation       MANAGEMENT BOARD                           
provides that the board of directors must                                                  
consist of at least six directors, and its          Publicis's statuts provide that its    
bylaws provide that the board of directors      management board must be composed of no    
shall consist of not more than 15 members.      fewer than two but no more than five       
Bcom3's certificate of incorporation also       directors. Publicis's management board     
provides that the holders of a plurality of     currently has four members. Pursuant to the
the shares of Class B common stock are          French Commercial Code and subject to      
entitled to elect two members of the board      approval of Publicis's shareholders, such  
of directors, and that the directors to be      number may be increased to seven members.  
elected by the holders of Class A common        Members of the management board serve for  
stock at each meeting held to elect such        four-year terms.                           
directors will be Richard Fizdale, Roger                                                   
Haupt, Roy Bostock and Craig Brown.             SUPERVISORY BOARD                          
    The board of directors currently                Publicis's statuts provide that its    
consists of six members. In the event that      supervisory board must be composed of no   
the size of the board of directors is           fewer than three but no more than 18       
increased in accordance with Bcom3's bylaws,    directors. Publicis's supervisory board    
the holders of a plurality of the shares of     currently consists of 13 members.          
Class B common stock shall have the right to                                               
elect a number of directors equal to                Directors on Publicis's supervisory    
one-third of the total size of the board,       board serve for six-year terms. The French 
and a special election shall immediately        Commercial Code provides that directors may
thereafter be held to elect such additional     be re-elected for an unlimited number of   
directors as are necessary to fill the          additional terms.                          
vacant                                                                                     

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
board positions to which the holders of                                                     
Class B common stock are entitled.                                                          

    Subject to the foregoing provisions,                                                    
directors on Bcom3's board serve for                                                        
one-year terms, or until such director's                                                    
successor is elected and qualified or until                                                 
their earlier death, disability, resignation                                                
or removal, except that the directors                                                       
elected by holders of Class B common stock                                                  
may be removed by the holders of a majority                                                 
of the outstanding shares of Class B common                                                 
stock at any time, with or without cause.                                                   
Each director may serve an unlimited number                                                 
of terms.                                                                                   

                        NOMINATION, ELECTION AND REMOVAL OF OFFICERS                        

     Pursuant to the terms of the voting            Pursuant to the French Commercial Code, 
trust agreement, 75% or more of the voting      the duties of the executive officers, such  
trustees then in office may vote all shares     as the chief executive officer or the chief 
of common stock to elect or remove any of       financial officer in a societe anonyme with 
the Chairman of the board, the Vice Chairman    directoire and conseil de surveillance      
of the board, the Chief Executive Officer,      (management board and supervisory board) are
the President, the Chief Operating Officer,     exercised by the members of the management  
the Chief Administrative Officer, and the       board. The nomination, election and removal 
Secretary.                                      of the management board members are         
                                                described below.                            
    These officers are elected annually by                                                  
the voting trustees at the annual meeting,          Any other manager of the company is an  
provided that no Chief Executive Officer may    employee of Publicis appointed in such      
be appointed without Dentsu's prior             capacity by the management board and subject
approval. An officer elected shall serve        to all applicable employment laws and       
until the following annual meeting of           employment contracts. Publicis's statuts    
stockholders. Any officer elected by the        provide that, in addition to appointing and 
voting trustees may be removed with or          removing all managers, deputy managers or   
without cause, provided that the Chief          other officers, the management board        
Executive Officer may not be removed from       determines their functions; compensation    
office without Dentsu's prior approval.         including salaries and bonuses; and the     
                                                other conditions of their employment or     
                                                retirement, by agreement or otherwise.      

                            NOMINATION AND ELECTION OF DIRECTORS                            

     Bcom3's certificate of incorporation       MANAGEMENT BOARD                            
provides that the directors to be elected by                                                
the holders of Class A common stock at each         Publicis's supervisory board nominates  
meeting held to elect such directors will be    candidates for election or re-election to   
Messrs. Fizdale, Haupt, Bostock and Brown.      the management board. The supervisory board 
Pursuant to the terms of the voting trust       must also nominate a chairman of the        
agreement, none of Messrs. Fizdale, Haupt,      management board.                           
Bostock and Brown may be removed from                                                       
office, except by the vote of three out of      SUPERVISORY BOARD                           
the four voting trustees. See "Description                                                  
of Capital Stock of Bcom3 -- Voting Trust           Publicis's supervisory board members are
Agreement." In the event Mr. Haupt or Mr.       elected by its shareholders at an ordinary  
Fizdale dies, voluntarily resigns                                                           

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF              
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES            
        ----------------------------                      ------------------------            
                                                                                              
from the board of directors, becomes            shareholder meeting. Supervisory board        
permanently disabled, or is removed by the      members are elected by a majority of the      
unanimous vote of the three other voting        votes cast. The chairman and the vice-chairman
trustees, the voting trustees shall elect as    of the supervisory board are designated by    
a new director another individual to be         the supervisory board and must be individuals.
designated by Messrs. Haupt and Fizdale, to                                                   
the extent each remains a voting trustee. In        Information regarding the ages,           
the event Mr. Bostock or Mr. Brown dies,        backgrounds and professional activities       
voluntarily resigns from the board of           during the past five years of the             
directors, becomes permanently disabled, or     supervisory board nominees, and the number    
is removed by the unanimous vote of the         of Publicis shares they own, must be made     
three other voting trustees, the voting         available to Publicis's shareholders from     
trustees shall elect as a new director          the date on which the shareholders meeting    
another individual designated by Messrs.        is convened, and must be mailed to any        
Bostock and Brown, to the extent each           registered shareholder before the ordinary    
remains a voting trustee.                       shareholder meeting upon a shareholder's      
                                                request which request must be made, no later  
    Directors to be elected by the holders      than five days before the ordinary            
of Class B common stock are selected for        shareholder meeting. In addition, if the      
election in accordance with the policies of     election of supervisory board members is on   
the only current holder of Class B common       the agenda of the meeting, any shareholder    
stock, Dentsu.                                  may propose alternate or additional           
                                                candidates.                                   

                 QUALIFICATIONS OF BOARD MEMBERS AND EMPLOYEE BOARD MEMBERS                   

     Delaware law provides that directors       MANAGEMENT BOARD                              
must be natural persons.                                                                      
                                                    Management board members can only be      
    Neither Delaware law nor Bcom3's            natural persons.                              
certificate of incorporation or bylaws                                                        
require board members to have any specific          The French Commercial Code does not       
qualifications. In particular, other than as    require that management board members hold    
described above, directors are not required     any minimum number of shares.                 
to be stockholders or employees of Bcom3.                                                     
                                                    Publicis's statuts provide that no        
                                                member of the management board may serve      
                                                after the annual shareholders meeting         
                                                following his or her 70th birthday.           

                                                    Pursuant to the French Commercial Code,   
                                                a member of the management board may not be   
                                                appointed as member of the supervisory board  
                                                and a member of the supervisory board may     
                                                not serve as a member of the management       
                                                board.                                        

                                                SUPERVISORY BOARD                             

                                                    Supervisory board members can be          
                                                individuals or entities, including            
                                                corporations. If an entity is a supervisory   
                                                board member, it must appoint an individual   
                                                to act as its permanent representative on     
                                                the supervisory board.                        

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                                    The French Commercial Code requires that
                                                supervisory board members hold a minimum    
                                                number of shares which must be stated in the
                                                company's statuts. Publicis's statuts       
                                                provide that a member of Publicis's         
                                                supervisory board must own at least 200     
                                                Publicis shares for the duration of his or  
                                                her term. Publicis's statuts provide that no
                                                more than one-third of the supervisory board
                                                members may be over 75 years of age. In the 
                                                event such limit is exceeded, the oldest    
                                                supervisory board member is automatically   
                                                retired. The age limit also applies to the  
                                                permanent representatives of legal entities 
                                                on the supervisory board.                   

                                                    Under the French Commercial Code, a     
                                                supervisory board member is not prohibited  
                                                from obtaining a remunerated employment     
                                                contract with the company during his or her 
                                                term in office, provided that the number of 
                                                supervisory board members having an         
                                                employment contract with the company does   
                                                not exceed one-third of the number of       
                                                supervisory board members then in office.   

                           DUTIES AND POWERS OF THE BOARD MEMBERS                           

     Delaware law provides that the board of    MANAGEMENT BOARD                            
directors has the ultimate responsibility                                                   
for managing the business and affairs of a          Publicis's statuts grant its management 
corporation. In discharging this function,      board the broadest powers available under   
directors of Delaware corporations owe          the French Commercial Code to act on behalf 
fiduciary duties of care and loyalty to the     of Publicis, provided that the action is    
corporations for which they serve as            within Publicis's corporate purpose and does
directors. Directors of Delaware                not prejudice the powers expressly granted  
corporations also owe fiduciary duties of       to Publicis's shareholders. Pursuant to the 
care and loyalty to stockholders. Delaware      French Commercial Code, members of the      
courts have held that the directors of a        management board are deemed to act together.
Delaware corporation are required to            Management tasks may be divided up among the
exercise an informed business judgment in       members with the approval of the supervisory
the performance of their duties. An informed    board. However, such allocation may not, in 
business judgment means that the directors      any case, result in depriving the management
have informed themselves of all material        board of its authority to manage the        
information reasonably available to them.       company.                                    

                                                    The chairman of the management board and
                                                the members of the management board         
                                                appointed as general managers by the        
                                                supervisory board represent the company     
                                                vis-a-vis third parties.                    

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       CURRENT RIGHTS                     RIGHTS OF HOLDERS OF             
OF BCOM3 COMMON STOCKHOLDERS            PUBLICIS ORDINARY SHARES           
----------------------------            ------------------------           
                                                                           
                                  Pursuant to Publicis's statuts, the      
                              management board must receive the            
                              supervisory board's prior approval on the    
                              following matters:                           

                              - creation or assistance in the creation of  
                                any French or foreign companies by way of  
                                contribution, subscription or purchase of  
                                shares, bonds, partnership interests or    
                                rights of any kind; involvement in         
                                investment holdings, syndicates or         
                                economic interest grouping; authorization  
                                of any direct or indirect ownership        
                                interests or any industrial, commercial,   
                                financial, real or personal property       
                                transactions or individual undertakings    
                                relating in any way to the purpose of      
                                Publicis, either within or outside France; 
                                and transfers, in whole or part, of any    
                                interests;                                 

                              - appointment of the person who acts as a    
                                permanent representative of Publicis on the
                                board of directors or supervisory board of 
                                any other corporation or changes in the    
                                boards of directors and the managers of    
                                subsidiaries;                              

                              - any purchases, exchanges, sales, and       
                                contributions of real property; and        

                              - any borrowings, loans or advances, in      
                                particular to any of the subsidiaries,     
                                exceeding five percent (5%) of Publicis's  
                                equity.                                    

                                  Actions taken by Publicis's management   
                              board that are outside the scope of its      
                              corporate purpose are enforceable by third   
                              parties against Publicis, unless Publicis    
                              can prove that the third party knew or       
                              should have known the act was beyond the     
                              scope of Publicis's corporate purpose. The   
                              fact that Publicis's statuts are publicly    
                              available is not sufficient proof of that    
                              knowledge.                                   

                              SUPERVISORY BOARD                            

                                  Under the French Commercial Code,        
                              supervisory board members have a duty to     
                              oversee and control the actions of the       
                              management board. Each supervisory board     
                              member has one vote on all matters before    
                              the board.                                   

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                       REMOVAL OF DIRECTORS AND FILLING OF VACANCIES                        

     Pursuant to the terms of the voting        MANAGEMENT BOARD                            
trust agreement, none of Messrs. Fizdale,                                                   
Haupt, Bostock and Brown, the directors             Any management board member of Publicis 
required to be elected by the holders of        may be removed at any time prior to the     
Class A common stock, may be removed from       expiration of his or her term of office by a
office, except by the vote of three out of      majority vote of Publicis's shareholders or 
the four voting trustees. See "Description      by a decision of its supervisory board as   
of Capital Stock of Bcom3 -- Voting Trust       provided by its statuts.                    
Agreement." In the event Mr. Haupt or Mr.                                                   
Fizdale dies, voluntarily resigns from              In the case such removal is not "for    
Bcom3's board of directors, becomes             good cause," the removed management board   
permanently disabled, or is removed by the      member may be entitled to indemnification by
unanimous vote of the three other voting        the company.                                
trustees, the voting trustees shall elect as                                                
a new director another individual to be             In case of a vacancy, the supervisory   
designated by Messrs. Haupt and Fizdale, to     board must decide, within two months of the 
the extent each remains a voting trustee. In    creation of the vacancy, whether the vacant 
the event Mr. Bostock or Mr. Brown dies,        position shall be filled. The supervisory   
voluntarily resigns from Bcom3's board of       board is required to fill the vacancy within
directors, becomes permanently disabled, or     two months if the vacancy would cause the   
is removed by the unanimous vote of the         number of members of the management board to
three other voting trustees, the voting         fall below two. Any new member who fills a  
trustees shall elect as a new director          vacancy shall be appointed for the remaining
another individual designated by Messrs.        term of office of his or her predecessor    
Bostock and Brown, to the extent each           until the renewal of the management board.  
remains a voting trustee.                                                                   
                                                    Under the French Commercial Code, any   
    Directors elected by holders of Class B     change in the composition of the supervisory
common stock may be removed by the holders      board or the management board caused by the 
of a majority of the outstanding shares of      removal, resignation or death of one or more
Class B common stock at any time, with or       directors must be disclosed to the public   
without cause.                                  within one month of the change and Publicis 
                                                must file a modification form with the      
                                                Tribunal de Commerce of Paris.              

                                                SUPERVISORY BOARD                           

                                                    Any supervisory board member of Publicis
                                                may be removed, with or without cause, at   
                                                any time prior to the expiration of his or  
                                                her term of office by a majority vote of    
                                                Publicis's shareholders. Dismissal or       
                                                removal of supervisory board members does   
                                                not need to appear in the agenda for the    
                                                shareholder meeting.                        

                                                    As long as at least three supervisory   
                                                board members remain on Publicis's          
                                                supervisory board, the remaining supervisory
                                                board members may appoint new supervisory   
                                                board members to fill vacancies resulting   
                                                from resignation or death. Publicis's       
                                                shareholders must confirm the appointment of
                                                new supervisory board members at the        
                                                shareholders                                

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                                meeting following the appointment of new    
                                                members. The term of office of a supervisory
                                                board member appointed to fill a vacancy    
                                                created by death or resignation expires at  
                                                the end of his or her predecessor's term. If
                                                fewer than three supervisory board members  
                                                remain on the supervisory board, a          
                                                shareholder meeting must be called          
                                                immediately by the management board to elect
                                                new supervisory board members.              

                                  CLASSIFICATION OF BOARD                                   

     Delaware law permits the certificate of        The French Commercial Code does not     
incorporation or an initial                     allow a supervisory board to be classified. 
stockholder-adopted by-law to provide that      However, the respective terms of supervisory
directors be divided into one, two or three     board members may end in different years.   
classes, with the term of office of one         The term of each management board member    
class of directors to expire each year.         ends at the same time.                      

    Bcom3's certificate of incorporation                                                    
does not provide for a classified board.                                                    

                                 LIABILITY OF BOARD MEMBERS                                 

     Under Delaware law, the duty of the        MANAGEMENT BOARD                            
board of directors of a Delaware corporation                                                
may be enforced directly by the corporation         Article L. 225-256 al. 1 of the French  
or by a stockholder on behalf of the            Commercial Code provides that management    
corporation through a derivative action         board members of a company can be civilly   
against the board of directors.                 liable to the company or to third parties   
                                                for violations of the French Commercial     
    A corporation organized under Delaware      Code, violations of Publicis's statuts or   
law may limit a director's personal             for mismanaging the company. Mismanagement  
liability, with certain exceptions. Such a      is broadly defined as any act, intentional  
limitation must be set forth in the             or unintentional, contrary to the interest  
corporation's certificate of incorporation.     of the company and which directly damages   
Bcom3's certificate of incorporation            the company. The indemnification of the     
currently eliminates a director's personal      company shall be proportionate to the damage
liability for monetary damages to the           suffered by the company. If mismanagement   
fullest extent permitted under Delaware law.    results in the company's bankruptcy, the    
As a result, a Bcom3 director presently has     management board members themselves, in     
no monetary liability except for liability      their individual capacities, may be subject 
for:                                            to the bankruptcy proceedings.              

- breach of the duty of loyalty;                    Management board members are generally  
                                                jointly and severally liable for misconduct 
- acts or omissions not in good faith or        by the board, unless misconduct can only be 
  which involve intentional misconduct or a     attributed to certain directors. In         
  knowing violation of the law;                 particular, all of a company's management   
                                                board members will be jointly and severally 
- declaration of an improper dividend or an     liable for actions taken by the company's   
  improper redemption of stock; or              management board unless individual          
                                                management board members can prove they did 
                                                not attend the                              

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               CURRENT RIGHTS                             RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                    PUBLICIS ORDINARY SHARES          
        ----------------------------                    ------------------------          
                                                                                          
- any transaction from which the director     meeting in which such action was approved or
  derived an improper personal benefit.       they were against the action, made their    
                                              opposition known in the minutes of the      
    In addition, a director of a Delaware     meeting and took all steps available to them
corporation, in the performance of his        to prevent the action from being taken.     
duties, is fully protected in relying, in     Third parties, including a company's        
good faith, upon the records of the           shareholders, bringing suit against one or  
corporation and upon the information,         more management board members must prove    
opinions, reports or statements presented to  they have suffered a loss, either personally
the corporation by any of the corporation's   or through the company, and the directors'  
officers or employees, or committees of the   action caused the loss.                     
board of directors, or by any other person                                                
as to matters the director reasonably             Management board members as well as     
believes are within the other person's        supervisory board members can incur criminal
professional or expert competence and who     liability for violating certain provisions  
has been selected with reasonable care by or  of the French Commercial Code and other laws
on behalf of the corporation.                 and regulations, including employment laws  
                                              and securities laws and regulations specific
                                              to a company's business. In particular, the 
                                              French Commercial Code provides that a      
                                              company's management board member can be    
                                              fined and/or sentenced to prison if he or   
                                              she, in bad faith and for his or her own    
                                              direct or indirect benefit, use the         
                                              company's assets or credit for purposes     
                                              which he or she knows are not to the        
                                              company's benefit.                          

                                                  The French Commercial Code prohibits    
                                              provisions of the statuts limiting director 
                                              liability.                                  

                                              SUPERVISORY BOARD                           

                                                  Article L. 225-257 al. 1 of the French  
                                              Commercial Code provides that supervisory   
                                              board members are individually liable to the
                                              company or to third parties solely in the   
                                              case of their personal misconduct, as       
                                              distinguished from actions of the           
                                              supervisory board as a body. Misconduct,    
                                              when used in this context, generally implies
                                              a material dereliction of a supervisory     
                                              board member's duties.                      

                                                  The supervisory board members are not,  
                                              absent exceptional circumstances, liable for
                                              mismanagement of the company or for the     
                                              consequences of such mismanagement; provided
                                              however, that they can be liable for not    
                                              having disclosed to the shareholders at a   
                                              shareholder meeting crimes or felonies      
                                              committed by the management board members of
                                              which they had knowledge.                   

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                    INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES                    

     Bcom3's bylaws require indemnification         If a director or officer is sued by a   
of its directors, officers and employees to     third party and ultimately prevails in the  
the fullest extent permitted under Delaware     litigation on all counts, but is            
law.                                            nevertheless required to bear attorneys'    
                                                fees and costs, the company can in some     
    Under Delaware law, a corporation may       circumstances reimburse those fees and costs
indemnify any director, officer, employee or    under an indemnification arrangement with   
agent involved in a third-party action by       the director or officer. Any indemnification
reason of his or her serving or formerly        arrangement between Publicis and any of its 
serving as an officer, director, employee or    directors or officers must be approved by   
agent of the corporation, or serving or         the management board, with the interested   
formerly serving at the request of the          director abstaining from the vote. In       
corporation as a director, officer, employee    addition, at the next shareholder meeting,  
or agent of another corporation or other        such decision must be ratified.             
enterprise, against expenses, judgments,                                                    
fines and amounts paid in settlement which                                                  
are actually and reasonably incurred by the                                                 
person in connection with such action if the                                                
director, officer, employee or agent acted                                                  
in good faith and in a manner he or she                                                     
reasonably believed to be in, or not opposed                                                
to, the best interests of the corporation                                                   
and, with respect to any criminal                                                           
proceeding, had no reasonable cause to                                                      
believe that his or her conduct was                                                         
unlawful. In addition, a corporation may                                                    
indemnify any director, officer, employee or                                                
agent involved in a derivative action                                                       
brought by or on behalf of the corporation                                                  
against expenses actually and reasonably                                                    
incurred with the defense or settlement of                                                  
the derivative action, if the director,                                                     
officer, employee or agent acted in good                                                    
faith and in a manner he or she reasonably                                                  
believed to be in, or not opposed to, the                                                   
best interests of the corporation. However,                                                 
no indemnification for expenses in                                                          
derivative actions is permitted where the                                                   
person has been adjudged liable to the                                                      
corporation, unless a court finds him or her                                                
entitled to indemnification. If a present or                                                
former director or officer of a corporation                                                 
has been successful in defending a                                                          
third-party or derivative action,                                                           
indemnification for expenses actually and                                                   
reasonably incurred is mandatory under                                                      
Delaware law.                                                                               

    The statutory provisions for                                                            
indemnification are nonexclusive with                                                       
respect to any other rights, such as                                                        
contractual rights, to which a person                                                       
seeking indemnification may be entitled.                                                    
Bcom3 has not entered into any contractual                                                  
indemnity arrangements with any of its                                                      
directors, officers or employees.                                                           

    Bcom3's bylaws provide that expenses                                                    
incurred in a proceeding are required to be                                                 
paid in advance of the final disposition                                                    
thereof upon receipt of an undertaking by                                                   
the person to repay such amount if and when                                                 
a determination is made that such person is                                                 
not entitled to indemnification. Bcom3 may                                                  
require security for any such undertaking.                                                  

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF             
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES           
        ----------------------------                      ------------------------           
                                                                                             
                                    STOCKHOLDER MEETINGS                                     
                                          MEETINGS                                           

     Delaware law and Bcom3's bylaws provide        Two types of shareholder meetings exist  
for two types of meetings, annual and           under the French Commercial Code, ordinary   
special. Bcom3 is required to hold an annual    general meetings and extraordinary general   
meeting on a date set by the board in order     meetings. Publicis is required to hold an    
to elect directors and conduct any other        ordinary meeting of shareholders within six  
business as may properly come before the        months of the end of each fiscal year to     
meeting.                                        approve the prior year's financial           
                                                statements. This period may be extended by   
    A special meeting may be held for any       an order of the President of the Tribunal de 
purpose or purposes, such as the approval       Commerce. Shareholder meetings whether       
and adoption of a merger, charter amendment,    ordinary or extraordinary may be convened at 
sale of substantially all of the assets of      any time of the year. Ordinary general       
or any other matter requiring stockholder       meetings of shareholders are required for    
approval; however, the business transacted      matters that are not specifically reserved   
at any special meeting of stockholders is       by law to extraordinary general meetings,    
limited to the purposes stated in the notice    such as:                                     
of special meeting.                                                                          
                                                - electing, replacing and removing members   
                                                  of the supervisory board;                  

                                                - removing members of the management board;  

                                                - appointing independent auditors;           

                                                - declaring dividends or authorizing         
                                                  dividends to be paid in shares;            

                                                - approving the corporate and consolidated   
                                                  annual financial statements;               

                                                - approving share buy-back programs; and     

                                                - issuing debt securities.                   

                                                    Extraordinary general meetings of        
                                                shareholders are required for approval of    
                                                amendments to Publicis's statuts, including  
                                                any amendments of the statuts required in    
                                                connection with extraordinary corporate      
                                                actions. Extraordinary corporate actions     
                                                include:                                     

                                                - changing Publicis's name or corporate      
                                                  purpose;                                   

                                                - increasing or decreasing Publicis's share  
                                                  capital;                                   

                                                - creating a new class of equity securities; 

                                                - authorizing the issuance of investment     
                                                  certificates or convertible or exchangeable
                                                  securities;                                


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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF             
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES           
        ----------------------------                      ------------------------           
                                                                                             
                                                - establishing any other rights to equity    
                                                  securities;                                

                                                - selling or transferring all or             
                                                  substantially all of Publicis's assets; and

                                                - voluntarily liquidating Publicis.          

                                                    Each of Publicis's ordinary shares       
                                                carries the right to cast one vote at        
                                                shareholder meetings, except that a share    
                                                held by the same shareholder in registered   
                                                form for at least two years carries the      
                                                right to cast two votes.                     

                                   RIGHT TO CALL MEETING                                     

     A special meeting may be called by the         The French Commercial Code requires the  
Chairman of the board, the Vice Chairman of     management board to convene an annual        
the board or the Chief Executive Officer. A     meeting of Publicis's shareholders for       
special meeting shall be called by one of       approval of the financial accounts. The      
these officers or the Secretary upon the        management board and supervisory board (or   
request of the holders of 50% or more of the    any member thereof) may also convene an      
total voting power of Bcom3's outstanding       ordinary or extraordinary meeting of         
common stock, provided that such request        shareholders for any other purpose upon      
must state the purpose or purposes of the       proper notice at any time during the year.   
proposed special meeting.                       If the Publicis management board or          
                                                supervisory board fails to call the annual   
                                                ordinary meeting, Publicis's independent     
                                                auditors or a court-appointed agent may then 
                                                call the annual meeting. In addition, the    
                                                following persons may request that the       
                                                Tribunal de Commerce appoint an agent:       

                                                - one or a group of shareholders holding at  
                                                  least 5% of Publicis's share capital;      

                                                - in cases of an emergency, by designated    
                                                  employee representatives or any interested 
                                                  party (such as a creditor of Publicis if   
                                                  such creditor demonstrates a valid purpose 
                                                  for the meeting);                          

                                                - duly qualified associations of shareholders
                                                  who have held their shares in registered   
                                                  form for at least two years, who together  
                                                  hold at least 1% of the voting rights of   
                                                  Publicis and who have filed their statuts  
                                                  with the COB and Publicis; and             

                                                - in bankruptcy, the liquidator or           
                                                  court-appointed agent may also call a      
                                                  shareholder meeting.                       

                                                    Shareholders holding more than 50% of    
                                                Publicis's share capital or voting rights    
                                                may also convene a shareholder meeting after 
                                                a public offer to acquire control of         
                                                Publicis or a sale of a controlling stake in 
                                                Publicis's capital.                          

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                     NOTICE OF MEETING                                      

     Notices of meetings of Bcom3's                 Publicis must announce general meetings 
stockholders must generally be sent or          at least 30 days in advance by means of a   
otherwise given in accordance with Delaware     preliminary notice published in the Bulletin
law not less than ten nor more than 60 days     des Annonces Legales Obligatoires, or BALO. 
before the date of the meeting (although        The preliminary notice must first be sent to
meetings called to approve certain actions,     the Commission des Operations de Bourse (the
such as mergers, require 20 days' prior         "COB"). The COB also recommends that a      
notice). The notice must specify the place,     summary of such preliminary notice be       
date and hour of the meeting and, in the        published in a newspaper of national        
case of a special meeting, the purpose or       circulation in France. The preliminary      
purposes for which the meeting is called.       notice must disclose, among other things,   
                                                the time, date, and place of the meeting,   
                                                whether the meeting will be ordinary or     
                                                extraordinary, the agenda, a draft of the   
                                                resolutions to be submitted to the          
                                                shareholders, a description of the          
                                                procedures which holders of bearer shares   
                                                must follow to attend the meeting, the      
                                                procedure for voting by mail, and a         
                                                statement informing the shareholders that   
                                                they may propose additional resolutions to  
                                                the management board within 10 days of the  
                                                publication of the notice.                  

                                                    Publicis must send a final notice       
                                                containing the agenda and other information 
                                                about the meeting at least 15 days prior to 
                                                the meeting or at least six days prior to   
                                                resuming any meeting adjourned for lack of a
                                                quorum. The final notice must be sent by    
                                                mail to all registered shareholders who have
                                                held shares for more than one month prior to
                                                the date of the preliminary notice. The     
                                                final notice must also be published in the  
                                                BALO and in a newspaper authorized to       
                                                publish legal announcements in the local    
                                                administrative department in which Publicis 
                                                is registered, with prior notice having been
                                                given to the COB.                           

                                                    In general, shareholders can take action
                                                at shareholders meetings only on matters    
                                                listed in the agenda for the meeting.       
                                                However, shareholders may take action with  
                                                respect to the dismissal of members of the  
                                                supervisory board and specified other       
                                                matters regardless of whether these actions 
                                                are on the agenda.                          

                                   ATTENDANCE AND VOTING                                    

     Stockholders of record may vote in             Shareholders may attend ordinary and    
person or by written proxy signed by such       extraordinary shareholders meetings and     
stockholders. The holders of Bcom3's Class A    exercise their voting rights subject to the 
and Class B common stock vote together as a     conditions specified in the French          
single class, except in some                    Commercial Code and Publicis's              

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               CURRENT RIGHTS                             RIGHTS OF HOLDERS OF                  
        OF BCOM3 COMMON STOCKHOLDERS                    PUBLICIS ORDINARY SHARES                
        ----------------------------                    ------------------------                
                                                                                                
situations set forth in Bcom3's certificate   statuts. There is no requirement that shareholders
of incorporation, including the election and  must have a minimum number of shares in           
removal of certain directors and any votes    order to attend or to be represented at an        
to amend the certificate of incorporation in  ordinary or extraordinary general meeting.        
any way which alters the respective                                                             
preferences and rights of each class. On all      To participate in any general meeting, a      
matters as to which both classes of Bcom3     holder of shares held in registered form          
common stock vote together as a single        must have shares registered in his or her         
class, each share of Bcom3 common stock will  name in a shareholder account maintained by       
have one vote.                                Publicis or on Publicis's behalf by an agent      
                                              appointed by Publicis at least five days          
                                              prior to the date set for the meeting. A          
                                              holder of bearer shares must obtain a             
                                              certificate from the accredited intermediary      
                                              with whom the holder has deposited his or         
                                              her shares. This certificate must indicate        
                                              the number of bearer shares the holder owns       
                                              and must state that these shares are not          
                                              transferable until the time fixed for the         
                                              meeting. The holder must deposit this             
                                              certificate at the place specified in the         
                                              notice of the meeting at least five days          
                                              before the meeting.                               

                                                  In general, all shareholders who have         
                                              properly registered their shares or duly          
                                              presented a certificate from their                
                                              accredited financial intermediary may             
                                              participate in general shareholder meetings.      
                                              Shareholders may participate in general           
                                              meetings either in person or by proxy.            
                                              Shareholders may vote in person, by proxy or      
                                              by mail.                                          

                                                  Proxies will be sent to any shareholder       
                                              on request. To be counted, such proxies must      
                                              be received at Publicis's registered office,      
                                              or at any other address indicated on the          
                                              notice convening the meeting, three days          
                                              prior to the date of the meeting. A               
                                              shareholder may grant proxies to his or her       
                                              spouse or to another shareholder. A               
                                              shareholder that is a corporation may grant       
                                              proxies to a legal representative.                
                                              Alternatively, the shareholder may send           
                                              Publicis a blank proxy without nominating         
                                              any representative. In this case, the             
                                              chairman of the meeting will vote blank           
                                              proxies in favor of all resolutions proposed      
                                              by the management board and against all           
                                              others.                                           

                                                  With respect to votes by mail, Publicis       
                                              is required to send shareholders a voting         
                                              form. The completed form must be returned to      
                                              Publicis at least three days prior to the         
                                              date of the shareholder meeting.                  

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF             
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES           
        ----------------------------                      ------------------------           
                                                                                             
                                           QUORUM                                            

     Under Delaware law, the presence in            The French Commercial Code requires that 
person or by proxy of the holders of a          shareholders having at least 25% of the      
majority of the shares entitled to vote at      shares entitled to voting rights must be     
any meeting shall constitute a quorum for       present in person or be voting by mail or by 
the transaction of business. Where a            proxy to fulfill the quorum requirement for: 
separate vote of each class is required, a                                                   
majority of the outstanding shares of such      - an ordinary general meeting; or            
class, present in person or represented by                                                   
proxy, shall constitute a quorum for the        - an extraordinary general meeting where an  
purposes of such vote.                            increase in Publicis's share capital is    
                                                  proposed through incorporation of          
                                                  reserves, profits or share premium.        

                                                    The quorum requirement is one-third of   
                                                the shares entitled to voting rights, on the 
                                                same basis, for any other extraordinary      
                                                general meeting.                             

                                                     If a quorum is not present at a meeting,
                                                the meeting is adjourned. When an adjourned  
                                                meeting is resumed, there is no quorum       
                                                requirement for an ordinary meeting or for   
                                                an extraordinary general meeting where an    
                                                increase in Publicis's share capital is      
                                                proposed through reclassification of         
                                                reserves, profits or share premium. However, 
                                                only items that were on the agenda of the    
                                                adjourned meeting may be discussed and voted 
                                                upon. In the case of any other reconvened    
                                                extraordinary general meeting, shareholders  
                                                having at least 25% of outstanding voting    
                                                rights must be present in person or be       
                                                voting by mail or proxy for a quorum. If a   
                                                quorum is not present, the reconvened        
                                                meeting may be adjourned for a maximum of    
                                                two months. Any deliberation by the          
                                                shareholders taking place without a quorum   
                                                is void.                                     

                                          MAJORITY                                           

     Except as otherwise provided by                Holders of a simple majority of the      
applicable Delaware law or as set forth in      voting power present in person voting by     
other parts of this discussion, when a          mail or proxy at the shareholder meeting may 
quorum is present at any stockholders'          pass any resolution on matters required to   
meeting, the affirmative vote of the holders    be considered at an ordinary general         
of a majority of the voting rights              meeting, or concerning a capital increase by 
represented by the outstanding shares of        reclassification of reserves, profits or     
Bcom3 common stock present in person or         share premium at an extraordinary general    
represented by proxy at the stockholders'       meeting. At any other extraordinary general  
meeting and entitled to vote on the subject     meeting, a two-thirds majority of the voting 
matter is required to approve any action        power present in person or voting by mail or 
taken at an annual or special stockholders'     proxy at the shareholders meeting is         
meeting.                                        required.                                    

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                                    A unanimous shareholder vote is required
                                                to increase liabilities of shareholders.    

                                                    Abstention from voting by those present 
                                                or from voting by mail or proxy is counted  
                                                as a vote against the resolution submitted  
                                                to the shareholders' vote.                  

                                                    In general, a shareholder is entitled to
                                                one vote per share at any general meeting,  
                                                except that shares owned by the same        
                                                shareholder in registered form for at least 
                                                two years carry double voting rights. Under 
                                                the French Commercial Code, subject to      
                                                specific exceptions, shares of a company    
                                                held by entities controlled directly or     
                                                indirectly by the company are not entitled  
                                                to voting rights and are not considered for 
                                                quorum purposes.                            

                           STOCKHOLDER ACTION BY WRITTEN CONSENT                            

     Under Delaware law and pursuant to             Shareholder action by written consent,  
Bcom3's bylaws, stockholders may take any       in lieu of a shareholders meeting, is not   
action required or permitted to be taken at     allowed under the French Commercial Code.   
a stockholders' meeting without a meeting if                                                
consented to in writing by the same number                                                  
of votes that would be required if the                                                      
action were to be taken at a stockholders'                                                  
meeting at which all shares entitled to vote                                                
thereon were present and voted.                                                             

                                  STOCKHOLDERS' PROPOSALS                                   

     At an annual meeting of the                    Generally, only actions listed on the   
stockholders, only business which has been      agenda for shareholder meetings may be      
properly brought before the meeting may be      discussed at a shareholder meeting. However,
conducted. To be properly brought before an     under some circumstances, shareholders may  
annual meeting, business must be (1)            discuss and act on the dismissal and        
specified in the notice of meeting given by     replacement of supervisory board members    
or at the direction of the board of             that have not been included in the agenda   
directors, and (2) otherwise properly           for the meeting. Additional resolutions to  
brought before the meeting by a stockholder     be submitted for approval by the            
who is a holder of record at the time notice    shareholders at the meeting may be proposed 
is given and who complies with the              to the management board (within ten days of 
procedures set forth in the company's bylaws    the publication of the preliminary notice in
or as otherwise required by law.                the BALO) by:                               

    Because the four voting trustees and        - designated employee representatives;      
Dentsu are the only holders of record of                                                    
Bcom3's stock, stockholder proposals may        - one shareholder or a group of shareholders
only be made by such persons.                     holding at least 0.5% of Publicis's share 
                                                  capital; or                               

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                                - a duly qualified association of           
                                                  shareholders who have held their shares in
                                                  registered form for at least two years,   
                                                  who together hold at least 1% of          
                                                  Publicis's voting rights and who have     
                                                  filed their statuts with the COB and with 
                                                  Publicis.                                 

                                                    The management board must submit        
                                                  properly proposed resolutions to a vote of
                                                  the shareholders.                         

                                                      During the two weeks preceding a      
                                                  meeting of shareholders, any shareholder  
                                                  may submit written questions to the       
                                                  management board relating to the agenda   
                                                  for the meeting. The management board must
                                                  respond to these questions during the     
                                                  meeting.                                  

                             AMENDMENT TO GOVERNING INSTRUMENTS                             

     Under Delaware law, unless the                 A company's statuts can be amended only 
certificate of incorporation requires a         by action of an extraordinary meeting of the
greater vote, an amendment to the               shareholders. Two-thirds of the shares      
certificate of incorporation requires:          voting either in person or by mail or proxy 
                                                must approve any proposal to amend the      
- the recommendation of the board of            statuts.                                    
  directors;                                                                                
                                                    Except as described under the caption   
- the affirmative vote of a majority of the     "-- Anti- Takeover Measures," Publicis's    
  outstanding stock entitled to vote            statuts do not contain any provisions that  
  thereon; and                                  discriminate against existing or prospective
                                                holders of a substantial amount of          
- the affirmative vote of a majority of the     Publicis's shares.                          
  outstanding stock of each class entitled                                                  
  to vote thereon as a class.                       The change of a company's nationality or
                                                the increase of the liabilities of its      
    Bcom3's certificate of incorporation        shareholders requires unanimous consent of  
does not provide for the vote of a larger       the shareholders under the French Commercial
portion of the stock for amending the           Code.                                       
certificate of incorporation.                                                               

    Under Delaware law, stockholders have                                                   
the power to adopt, amend or repeal bylaws.                                                 
Bcom3's certificate of incorporation                                                        
prohibits the board of directors from                                                       
adopting, amending or repealing the bylaws.                                                 

                                      PREFERRED STOCK                                       

     Bcom3's certificate of incorporation           Publicis currently has issued ordinary  
only authorizes the issuance of Class A and     shares only.                                
Class B common stock.                                                                       

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                     STOCK CLASS RIGHTS                                     

     Under Delaware law, any change to the          Under the French Commercial Code, any   
rights of holders of the Bcom3 common stock     change in the rights attached to a class of 
would require an amendment to Bcom3's           stock must be approved by an extraordinary  
certificate of incorporation.                   shareholders meeting composed of the holders
                                                of the shares of the class. The change must 
    Delaware law provides that the holders      be approved by a two-thirds majority of the 
of shares of a class shall be entitled to       votes cast.                                 
vote as a class upon a proposed amendment if                                                
the amendment will:                                                                         

- increase or decrease the authorized shares                                                
  of the class unless the certificate of                                                    
  incorporation otherwise provides;                                                         

- increase or decrease the par value of the                                                 
  shares of the class;                                                                      

- alter or change the powers, preferences or                                                
  special rights of the shares of the class                                                 
  so as to affect them adversely.                                                           

    Bcom3's certificate of incorporation                                                    
does not permit a separate class vote with                                                  
respect to amendments which increase or                                                     
decrease the number of authorized shares of                                                 
Class B common stock or which change the par                                                
value of a share of Class B common stock to                                                 
the extent that such amendment is adopted by                                                
a vote of the stockholders of Bcom3 for the                                                 
purpose of effecting a stock dividend on, or                                                
a combination or subdivision of, the                                                        
outstanding Class A and Class B common stock                                                
equally.                                                                                    

                        STOCKHOLDERS' VOTES ON CERTAIN TRANSACTIONS                         

     Under the terms of the voting trust            Under the French Commercial Code, the   
agreement, in the event of a proposed sale      following transactions, among others,       
of all or substantially all of the assets       require a shareholder meeting and the       
of, a merger or consolidation of, or the        approval by the shareholders at such        
dissolution of Bcom3, the beneficial owners     extraordinary general meeting:              
of Class A common stock have the right to                                                   
direct the voting trustees in the voting of     - selling or transferring all or            
shares beneficially owned by such owner, and      substantially all of Publicis's assets to 
the voting trustees must solicit such             the extent Publicis's purpose stated in   
directions in writing and shall vote the          its statuts would be affected;            
shares in accordance with such directions.                                                  
Because the only holder of Class B common       - voluntary liquidation of Publicis;        
stock, Dentsu, is not a party to the voting                                                 
trust agreement, it may vote its shares with    - completion of a merger or consolidation;  
respect to such matters in the same manner        and                                       
as it votes its shares on other matters.                                                    
Under Delaware law, such transactions also      - extending the term of Publicis's          
require the approval of the board of              existence.                                
directors.                                                                                  

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF              
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES            
        ----------------------------                      ------------------------            
                                                                                              
    Under the terms of the investment                                                         
agreement with Dentsu, Bcom3 must obtain the                                                  
prior written approval of Dentsu for certain                                                  
acquisitions, dispositions, investments and                                                   
other changes to Bcom3's business. Under the                                                  
terms of the Investment Agreement, Dentsu                                                     
has a "right of first offer" with regard to                                                   
a change of control transaction involving                                                     
Bcom3. Dentsu has waived its right of first                                                   
offer in connection with the first step                                                       
merger and Publicis/Bcom3 merger.                                                             

                                    RIGHTS OF INSPECTION                                      

     Under Delaware law, any stockholder,           Under the French Commercial Code,         
upon written demand under oath stating the      Publicis's shareholders are entitled to       
purpose thereof, has the right during the       inspect copies of the following documents     
usual hours for business to inspect, and to     pertaining to the three most recent fiscal    
make copies and extracts therefrom, for a       periods at any time:                          
purpose reasonably related to such person's                                                   
interest as a stockholder:                      - the meeting minutes and the attendance      
                                                  sheets from shareholders meetings;          
- the corporation's stock ledger;                                                             
                                                - the inventories (no copy may be obtained)   
- a list of its stockholders; and                 and the annual financial statements;        

- its other books and records.                  - the list of directors;                      

                                                - the consolidated financial statements;      

                                                - the reports of the management board and     
                                                  the supervisory board;                      

                                                - the independent auditors' reports;          

                                                - the text and the statement of the purpose   
                                                  of the resolutions proposed;                

                                                - information concerning candidates for the   
                                                  supervisory board;                          

                                                - the total amount (certified by the          
                                                  statutory auditors) of the remuneration paid
                                                  to the ten most well-paid employees;        

                                                - the total amount of money on which Article  
                                                  238bis AA of the French General Tax Code    
                                                  allows deductions to be taken and the list  
                                                  of sponsoring and patronage assured by the  
                                                  company; and                                

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                                - if applicable, the labor audit reports of 
                                                  the company.                              

                                                    In addition, shareholders also have     
                                                inspection rights relating specifically to  
                                                information relating to shareholders        
                                                meetings. No later than 15 days prior to any
                                                shareholder meeting, Publicis must make     
                                                available to any shareholder who makes such 
                                                a request at its offices a list of          
                                                shareholders with the name and address of   
                                                its registered shareholders.                

                                      APPRAISAL RIGHTS                                      

     The rights of stockholders to demand           The French Commercial Code does not     
payment in cash of the fair value of their      provide for an appraisal procedure allowing 
shares from a corporation under certain         dissenting shareholders to have their shares
circumstances are called appraisal rights       appraised in the context of a merger or     
under Delaware law. In accordance with          consolidation. The French Commercial Code   
Delaware law, stockholders of Bcom3 will        provides that, in certain circumstances,    
have appraisal rights in connection with the    including mergers, spin-offs, asset         
votes relating to the merger agreements.        contributions and transactions where        
                                                shareholders are given stock in exchange for
    Pursuant to the terms of the stock          their interests in the company, an          
purchase agreement, however, each holder of     independent expert must be appointed to pass
Class A common stock has agreed that the Per    upon the fairness of the consideration being
Share Book Value (as such term is defined in    offered.                                    
the stock purchase agreement) of such                                                       
holder's share is the fair market value                                                     
which such holder would be entitled to                                                      
receive in any appraisal proceeding.                                                        
Furthermore, in order to perfect his or her                                                 
appraisal rights under Delaware law, a                                                      
stockholder must comply with each of the                                                    
conditions set forth in the section entitled                                                
"The Mergers -- Appraisal Rights."                                                          

                                  RIGHTS UPON LIQUIDATION                                   

     In the event of any liquidation,               In the event of liquidation of Publicis,
dissolution or winding-up of the affairs of     any assets remaining after payment of its   
Bcom3, whether voluntary or involuntary, the    debt, liquidation expenses and all of its   
remaining assets of Bcom3 shall be              remaining obligations will be distributed   
distributed among the holders of Class A        first to repay in full the nominal value of 
common stock and holders of Class B common      its outstanding shares. Any surplus will be 
stock as the board of directors deems           distributed pro rata among its shareholders 
appropriate, provided that the holders of       in proportion to the aggregate nominal value
Class A common stock and the holders of         of the shareholdings.                       
Class B common stock will be entitled to                                                    
share equally, share for share, in such                                                     
distribution without distinction as to                                                      
class.                                                                                      

                              PREFERENTIAL SUBSCRIPTION RIGHTS                              

     Under the terms of Bcom3's investment          Under the French Commercial Code, if    
agreement with Dentsu, Dentsu has the right     Publicis issues additional shares, or any   
to                                              equity                                      

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
subscribe for a number of shares of             securities or other specific kinds of       
Class B common stock equal to 25% of any        additional securities carrying a right,     
additional shares of common stock               directly or indirectly, to purchase equity  
offered by Bcom3 to any third party. No         securities issued by Publicis for cash, its 
other preferential subscription rights          current shareholders will have preferential 
exist with respect to any Class of              subscription rights to these securities on a
Bcom3's common stock.                           pro rata basis. These preferential rights   
                                                will require Publicis to give priority      
                                                treatment to those shareholders over other  
                                                persons wishing to subscribe for the        
                                                securities. The rights entitle the          
                                                individual or entity that holds them to     
                                                subscribe to an issue of any securities that
                                                may increase Publicis's share capital by    
                                                means of a cash payment or a set-off of     
                                                debt. Preferential subscription rights are  
                                                transferable during the subscription period 
                                                relating to a particular offering. These    
                                                rights may also be listed on Euronext Paris.
                                                A two-thirds majority of Publicis's shares  
                                                entitled to vote at an extraordinary general
                                                meeting may vote to waive preferential      
                                                subscription rights with respect to any     
                                                particular offering. French law requires a  
                                                company's board of directors and independent
                                                auditors to present reports that            
                                                specifically address any proposal to waive  
                                                preferential subscription rights. In the    
                                                event of a waiver, the issue of securities  
                                                must be completed within the period         
                                                prescribed by law. Shareholders may also    
                                                notify Publicis that he or she individually 
                                                wishes to waive his or her own preemptive   
                                                subscription rights with respect to any     
                                                particular offering if he or she so chooses.
                                                A two-thirds majority of the shares entitled
                                                to vote at an extraordinary general meeting 
                                                may also grant to existing shareholders a   
                                                non-transferable priority right to subscribe
                                                to any new securities that may affect       
                                                Publicis's share capital. Shareholders may  
                                                also waive their own preferential           
                                                subscription rights with respect to any     
                                                particular offering.                        

                                     STOCK REPURCHASES                                      

     A Delaware corporation may not purchase                                                
or redeem its own shares of capital stock                                                   
for cash or other property when the capital                                                 
of the corporation is impaired or when the                                                  
purchase or redemption would cause any                                                      
impairment of the capital of the                                                            
corporation. Bcom3's certificate of                                                         
incorporation does not provide for                                                          
redemption upon any specified event.                                                        

    Under the stock purchase agreement, if a                                                
stockholder ceases to serve as an employee,                                                 
then as a general rule Bcom3 will repurchase                                                
all of his or her                                                                           

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               CURRENT RIGHTS                   RIGHTS OF HOLDERS OF  
        OF BCOM3 COMMON STOCKHOLDERS          PUBLICIS ORDINARY SHARES
        ----------------------------          ------------------------
                                                                      
shares, effective as of the date of his                               
or her departure, at their then "Per                                  
Share Book Value." See "Description of                                
Capital Stock of Bcom3 -- Stock Purchase                              
Agreement" above. There is a special rule                             
if the stockholder ceases to serve as                                 
an employee under the following                                       
circumstances:                                                        

    - by reason of his or her death or                                
      "Permanent Disability";                                         

    - by reason of his or her discharge                               
      without "Cause"; or                                             

    - on terms that Bcom3, in its                                     
      discretion, acknowledge in writing                              
      constitute an "Agreed Separation."                              

    In these cases, the former employee is                            
entitled to become a continuing stockholder                           
and retain his or her shares for a holding                            
period of up to ten years after his or her                            
departure. At the end of this holding                                 
period, Bcom3 will repurchase all of his or                           
her shares at their then Per Share Book                               
Value. Notwithstanding the foregoing, the                             
continuing stockholder may elect to require                           
Bcom3 to repurchase his or her shares at any                          
time during this holding period by                                    
delivering written notice to Bcom3. In the                            
event the continuing stockholder gives such                           
notice, Bcom3 is required to repurchase his                           
or her shares on the last day of the fiscal                           
year in which Bcom3 receives such written                             
notice, or on such earlier date as Bcom3 may                          
select, at the then Per Share Book Value of                           
such shares.                                                          

    If the continuing stockholder breaches                            
any applicable noncompete, nonsolicitation,                           
confidentiality, or other restrictive                                 
covenant during the relevant post-                                    
employment period, however, Bcom3 may elect                           
to repurchase his or her shares immediately                           
at their then Per Share Book Value. See                               
"Description of Capital Stock of                                      
Bcom3 -- Stock Purchase Agreement" above.                             

    The stock purchase agreement also grants                          
Bcom3 an option to repurchase a                                       
stockholder's shares immediately, at their                            
Per Share Book Value, if the stockholder                              
becomes "Insolvent," if he or she makes or                            
attempts to make a prohibited transfer of                             
his or her shares (see "Description of                                
Capital Stock of Bcom3 -- Restrictions on                             
Transfer of Shares" above), or if he or she                           
breaches any applicable noncompete,                                   
nonsolicitation, confidentiality, or other                            

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                   ANTI-TAKEOVER MEASURES                                   

restrictive covenant (see "Description of                                                   
Capital Stock of Bcom3 -- Stock Purchase                                                    
Agreement" above).                                                                          

     Under Delaware law, a corporation is           Publicis's statuts provide double voting
subject to statutory anti-takeover              rights for shares held by the same          
provisions unless the corporation elects in     shareholder for at least two years.         
its certificate of incorporation or bylaws      Publicis's statuts further provide that any 
not to be governed by these anti-takeover       person or group that fails to notify        
provisions. Neither Bcom3's certificate of      Publicis within 15 days of acquiring or     
incorporation nor its bylaws contain an         disposing of 1% or any multiple of 1% of    
election not to be governed by these            Publicis's share capital will be deprived of
provisions of Delaware law. Therefore, Bcom3    voting rights for shares in excess of the   
is governed by the anti-takeover provisions     unreported fraction. In addition, Publicis's
under Delaware law which preclude a             shareholders have authorized Publicis's     
corporation from engaging in any "business      management board to increase the company's  
combination" (i.e., mergers, consolidations     capital in response to a third party tender 
and certain asset sales) with any person        offer for its shares. Finally, Publicis's   
(other than the corporation and any direct      statuts further provide that Publicis has   
or indirect majority-owned subsidiary of the    the right to request that legal entities who
corporation) that owns 15% or more of the       own more than 2.5% of Publicis's economic or
outstanding voting stock of the corporation     voting power identify the persons directly  
(except for any person whose ownership of       or indirectly holding more than one-third of
shares in excess of the 15% limitation is       the share capital or voting power of such   
the result of action taken solely by the        entity.                                     
corporation) for a period of three years                                                    
following the time that the stockholder             The French Commercial Code provides that
obtained ownership of more than 15% of the      any individual or entity, acting alone or in
outstanding voting stock of the corporation.    concert with others, that becomes the owner,
The three-year waiting period does not          directly or indirectly, of more than 5%,    
apply, however, if:                             10%, 20%, one-third, 50% or two-thirds of   
                                                the outstanding shares or voting rights of a
- prior to the time the person obtained         listed company in France, such as Publicis, 
  ownership of more than 15% of the             or that increases or decreases its          
  outstanding voting stock of the               shareholding or voting rights above or below
  corporation, the board of directors of the    any of those percentages, must notify the   
  corporation approved either the business      company within 15 calendar days of the date 
  combination or the transaction which          it crosses such thresholds of the number of 
  resulted in the stockholder owning in         shares it holds and their voting rights. The
  excess of 15% of the outstanding voting       individual or entity must also notify the   
  stock;                                        Conseil des Marches Financiers, or CMF,     
                                                within five trading days of the date it     
- upon completion of the transaction which      crosses these thresholds.                   
  resulted in the stockholder owning in                                                     
  excess of 15% of the outstanding voting           French law and COB regulations impose   
  stock of the corporation, the stockholder     additional reporting requirements on persons
  owned at least 85% of the voting stock of     who acquire more than 10% or 20% of the     
  the corporation outstanding at the time       outstanding shares or voting rights of a    
  that the transaction commenced, excluding,    listed company. These persons must file a   
  for purposes of determining the voting        report with the company, the COB and the CMF
  stock outstanding, shares owned by persons    within 15 days of the date they cross the   
  who are directors and also officers and       threshold. In the report, the acquiror must 
  certain employee stock plans; or              specify its intentions for the following    
                                                12-month period, including whether or not it
- at or subsequent to the time that the         intends to continue its purchases, to       
  stockholder obtained more than 15% of the     acquire control of the company in question  
  outstanding voting stock of the               or to nominate candidates for               
  corporation, the business combination is                                                  
  approved by the board of directors and                                                    

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             CURRENT RIGHTS                             RIGHTS OF HOLDERS OF               
      OF BCOM3 COMMON STOCKHOLDERS                    PUBLICIS ORDINARY SHARES             
      ----------------------------                    ------------------------             
                                                                                           
authorized at an annual or special meeting  the management board or the supervisory        
of stockholders, and not by written         board. The CMF makes the notice public. The    
consent, by the affirmative vote of at      acquiror must also publish a press release     
least 66 2/3% of the outstanding voting     stating its intentions in a financial          
stock that is not owned by the acquiring    newspaper of national circulation in France.   
stockholder.                                The acquiror may amend its stated intentions,  
                                            provided that it does so on the basis of       
                                            significant changes in its own situation       
                                            or that of its shareholders. Upon any          
                                            change of intention, it must file a new report.

                                                To permit holders to give the required     
                                            notice, Publicis is required to publish in     
                                            the BALO no later than 15 calendar days        
                                            after the annual ordinary general              
                                            shareholders meeting information with          
                                            respect to the total number of voting rights   
                                            outstanding as of the date of such meeting.    
                                            In addition, if the number of outstanding      
                                            voting rights changes by 5% or more between    
                                            two annual ordinary general meetings,          
                                            Publicis is required to publish in the BALO,   
                                            within 15 calendar days of such change, the    
                                            number of voting rights outstanding and        
                                            provide the CMF with written notice of such    
                                            information. The CMF publishes the total       
                                            number of voting rights so notified by all     
                                            listed companies in a weekly notice (avis),    
                                            noting the date each such number was last      
                                            updated.                                       

                                                If any person fails to comply with the     
                                            legal notification requirement, the shares     
                                            or voting rights in excess of the relevant     
                                            threshold will be deprived of voting rights    
                                            for all shareholder meetings until the end     
                                            of a two-year period following the date on     
                                            which their owner complies with the            
                                            notification requirements. In addition, any    
                                            shareholder who fails to comply with these     
                                            requirements may have all or part of the       
                                            shareholders' voting rights suspended for up   
                                            to five years by the Commercial Court at the   
                                            request of the chairman, any shareholder or    
                                            the COB, and may be subject to a fine.         

                                                Under CMF regulations, and subject to      
                                            limited exemptions granted by the CMF, any     
                                            person or persons acting in concert who        
                                            become the holder of in excess of one-third    
                                            of the share capital or voting rights          
                                            (including double voting rights, if any) of    
                                            a French listed company must initiate a        
                                            public tender offer for the balance of the     
                                            share capital of such company.                 

                                                In addition, a number of provisions of     
                                            the French Commercial Code allow               
                                            corporations to                                

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                                adopt statuts that have anti-takeover       
                                                effects, including provisions that allow:   

                                                - limitations on the voting power of        
                                                  shareholders; and                         

                                                - shareholders' agreements that provide for 
                                                  preemptive rights in case of a sale of    
                                                  shares by a shareholder.                  

                                                    Publicis's shareholders have authorized 
                                                Publicis's management board to increase its 
                                                capital in response to a third party tender 
                                                offer for its shares.                       

                             CONFLICT OF INTEREST TRANSACTIONS                              

     Delaware law generally permits                 Under the French Commercial Code, any   
transactions between a corporation and a        transaction directly or indirectly between a
director of that corporation if:                company and one of its directors that cannot
                                                be reasonably considered to be in the       
- material facts as to the director's           ordinary operations of the company, is      
  interest are disclosed to the board of        subject to the prior consent of the         
  directors and a majority of disinterested     supervisory board. Any such transaction     
  directors approve the transaction;            concluded without the prior consent of the  
                                                supervisory board can be nullified if it    
- the material facts as to the director's       causes prejudice to the company. An         
  interest are disclosed to the stockholders    interested director, or a person acting on  
  and the transaction is specifically           such director's behalf, can be held liable  
  approved in good faith by a vote of the       on this basis. In any case, a director must 
  stockholders; or                              abstain from voting at such supervisory     
                                                board meeting. The statutory auditor must be
- the transaction is fair to the corporation    informed of the transaction within one month
  at the time it is authorized by the board     following its conclusion and must prepare a 
  of directors or the stockholders.             report to be submitted to the shareholders  
                                                for approval at their next meeting. At the  
                                                meeting, the interested director may not    
                                                vote on the resolution approving the        
                                                transaction, nor may his or her shares be   
                                                taken into account in determining the       
                                                outcome of the vote or whether a quorum is  
                                                present. The interested director must       
                                                abstain from voting at the shareholders'    
                                                meeting ratifying such transaction. In the  
                                                event the transaction is not ratified by the
                                                shareholders at a shareholders meeting, it  
                                                will remain enforceable by third parties    
                                                against the company, but the company may in 
                                                turn hold the interested director and, in   
                                                some circumstances, the other directors     
                                                liable for any damages it may suffer as a   
                                                result. In addition, the transaction may be 
                                                canceled if it is fraudulent. In the case of
                                                transactions with directors that can be     
                                                considered within the company's ordinary    
                                                course of business, the interested director 
                                                must provide a copy of the governing        
                                                agreement to the chair of the supervisory   
                                                board, and the members of the               

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                                supervisory board and the statutory auditors
                                                must be informed of the principal terms of  
                                                each such transaction.                      

                                                    Similar limitations apply to            
                                                transactions between a company and a holder 
                                                of shares carrying 5% or more               
                                                of such company's voting power (or, if such 
                                                shareholder is a legal entity, the entity's 
                                                parent, if any) and to transactions between 
                                                a company and another company if the        
                                                chairman of such company owns the other     
                                                company, is a member of its board of        
                                                directors or supervisory board, or acts as a
                                                manager of the other company. Certain       
                                                transactions between a corporation and any  
                                                of its directors are prohibited under the   
                                                French Commercial Code. The compensation of 
                                                members of the management board can only be 
                                                decided by the supervisory board.           

                                     LOANS TO DIRECTORS                                     

     Pursuant to a recently-enacted federal         The French Commercial Code does not     
law, an Exchange Act reporting company, such    allow a company to make any loan to any     
as Bcom3, is generally prohibited from          individual member of the board of directors 
making or maintaining personal loans to or      or their dependents. A company may make     
for any director or executive officer of        loans to members of the supervisory board   
such company.                                   that are entities, but not to the individual
                                                representing the entity, provided           
                                                transaction procedures and conditions       
                                                regarding conflicts of interest are         
                                                satisfied. See "-- Conflict of Interest     
                                                Transactions" for further description of    
                                                these conditions.                           

                                                    Publicis is also subject to the new law 
                                                that prohibits Exchange Act reporting       
                                                companies from making or maintaining        
                                                personal loans to or for any of its         
                                                directors or executive officers.            

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                                         DIVIDENDS                                          

     Delaware law permits a corporation to          Dividends on Publicis's ordinary shares 
pay dividends out of (1) surplus, which is      are distributed to shareholders pro rata.   
the excess of net assets of the corporation     Outstanding dividends are payable to        
over capital, or (2) net profits for the        shareholders on the date of the shareholder 
current and/or immediately preceding fiscal     meeting at which the distribution of        
year if the corporation does not have           dividends is approved, subject to any       
adequate surplus, unless the net assets are     conditions imposed by the shareholders at   
less than the capital of any outstanding        the meeting. The dividend payment date is   
preferred stock. In determining the amount      decided by the shareholders at an ordinary  
of surplus of a Delaware corporation, the       general meeting (or by the management board 
assets of the corporation, including stock      in the absence of such a decision by the    
of subsidiaries owned by the corporation,       shareholders). Subject to certain           
must be valued at their fair market value as    conditions, Publicis's management board can 
determined by the board of directors,           decide the distribution of interim dividends
without regard to their historical book         during the course of the fiscal year, but in
value.                                          any case before the approval of the annual  
                                                accounts by the annual ordinary general     
    Bcom3's certificate of incorporation        meeting of shareholders. Dividends on shares
provides that holders of Class A and Class B    that are not claimed within five years of   
common stock shall be equally entitled to       the date of declared payment revert to the  
receive dividends if and when declared by       French government.                          
the board of directors, payable in cash,                                                    
property or securities of Bcom3. To the             Under the French Commercial Code, the   
extent such dividends are paid in shares,       ordinary shareholders meeting at which      
Class A common stockholders will be entitled    annual dividends may be declared must be    
to receive Class A common stock, and Class B    held within six months of the end of a      
common stockholders will be entitled to         company's fiscal year unless otherwise      
receive Class B common stock, provided that     authorized by court order. Annual dividends 
each class shall be paid at an equal rate.      must be paid within nine months of the end  
                                                of a company's fiscal year, unless otherwise
                                                authorized by court order.                  

                                     STOCKHOLDER SUITS                                      

     Under Delaware law, a stockholder may          Under the French Commercial Code, one or
bring a derivative action on behalf of the      more shareholders can sue the directors of  
corporation to enforce the rights of the        the company, on behalf of the company, for  
corporation. A person may institute and         damages suffered by the company. Any damages
maintain a derivative suit only if the          awarded are paid to the company. One or more
person was a stockholder at the time of the     shareholders can also sue the directors of  
transaction which is the subject of the suit    the company, in his or her own name, for    
or its stock was transferred to it by           damages personally suffered by him or her.  
operation of law. Additionally, under           In such a case, any damages awarded are paid
Delaware case law, the plaintiff generally      to the dissenting shareholder or            
must be a stockholder not only at the time      shareholders. There are no class action     
of the transaction which is the subject of      lawsuits permitted under the French         
the suit, but also through the duration of      Commercial Code.                            
the derivative suit. Delaware law also                                                      
requires that the derivative plaintiff make                                                 
a demand on the directors of the corporation                                                
to assert the corporate claim before the                                                    
suit may be prosecuted by the derivative                                                    
plaintiff, unless the demand would be                                                       
futile.                                                                                     

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF            
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES          
        ----------------------------                      ------------------------          
                                                                                            
                     LIMITATION ON ENFORCEABILITY OF CIVIL LIABILITIES                      
                             UNDER U.S. FEDERAL SECURITIES LAWS                             

               ABILITY TO BRING SUITS, ENFORCE JUDGMENTS AND ENFORCE U.S. LAW               

     Bcom3 is a U.S. company incorporated           See "Enforceability of Civil            
under the laws of Delaware. All of its          Liabilities."                               
directors and officers are residents of the                                                 
U.S., and Bcom3 has substantial assets                                                      
located in the U.S. As a result, U.S.                                                       
investors generally can initiate lawsuits in                                                
the U.S. against Bcom3 and its directors and                                                
officers and can enforce lawsuits based on                                                  
U.S. federal securities laws in U.S. courts.                                                

                        SHORT-SWING PROFITS AND TRADING BY INSIDERS                         

     Directors and officers of Bcom3 are            Article L.225-109 of the French         
governed by rules under the Exchange Act        Commercial Code provides that the chairman  
that may require directors and officers to      of the supervisory board, the supervisory   
forfeit any "short-swing" profits realized      board members, the chairman of the          
from purchases and sales, as determined         management board, the management board      
under the Exchange Act and the rules            members, the officers and the permanent     
thereunder, of Bcom3 equity securities.         representatives of legal entities exercising
                                                the aforementioned functions, are required  
                                                to register or deposit with a bank or a     
                                                broker their shares in the company, its     
                                                subsidiaries, its parent company or other   
                                                subsidiaries thereof. This requirement      
                                                extends as well to their minor children and 
                                                to spouses with whom they are married under 
                                                a community property regime. This           
                                                requirement is intended to permit the COB to
                                                identify and verify the validity of any     
                                                transactions on the company's shares made by
                                                these persons.                              

                                                    The COB recommends:                     

                                                - that the above-mentioned chairman of the  
                                                  supervisory board, the supervisory board  
                                                  members, the chairman of the management   
                                                  board, the management board members, the  
                                                  officers and the permanent representatives
                                                  of legal entities exercising the          
                                                  aforementioned functions:                 

                                                - register their shares                     
                                                  in the company at the                     
                                                  date of their appointment                 
                                                  and at any time they                      
                                                  purchase shares;                          

                                                - disclose to the company                   
                                                  any sale or purchase of                   
                                                  securities; and                           

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF              
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES            
        ----------------------------                      ------------------------            
                                                                                              
                                                - that the company file with the COB a        
                                                  quarterly form describing, on an anonymous  
                                                  basis, the total number of shares           
                                                  transferred, the number of concerned        
                                                  persons and the average price of transfer.  

                                                    This COB recommendation is also           
                                                applicable to any security giving the right   
                                                to receive shares. Directors and officers of  
                                                Publicis are not governed by the              
                                                "short-swing" profit rules under the          
                                                Exchange Act and the rules promulgated        
                                                thereunder.                                   

                                PROXY STATEMENTS AND REPORTS                                  

                            NOTICES AND REPORTS TO STOCKHOLDERS                               

     Under Delaware law and U.S. securities         Under the French Commercial Code,         
laws, Bcom3 must comply with notice and         Publicis must comply with notice and          
disclosure requirements prior to any            disclosure requirements prior to any          
stockholder meetings.                           shareholder meetings.                         

                                                    For the U.S. securities laws              
                                                requirements on notices and reports, see      
                                                "The Mergers -- Other Effects of the          
                                                Mergers -- Content and Timing of Reports and  
                                                Notices of the Companies."                    

                                   REPORTING REQUIREMENTS                                     

     As a U.S. public company, Bcom3 must           Under the French Commercial Code, within  
file with the SEC, among other reports and      one month of its annual ordinary shareholder  
notices:                                        meeting, a French company is required to      
                                                file the following with the appropriate       
- an annual report on Form 10-K within 90       Commercial Court:                             
  days after the end of each fiscal year;                                                     
                                                - the annual financial statements;            
- quarterly reports on Form 10-Q within 45                                                    
  days after the end of each fiscal quarter;    - the management report;                      
  and                                                                                         
                                                - the independent auditors' report on the     
- current reports on Form 8-K upon the            annual financial statements; and            
  occurrence of important corporate events.                                                   
                                                - the proposal for the allocation of the      
                                                  result submitted to the shareholders and the
                                                  resolution passed.                          

                                                    As a company at the head of a group of    
                                                companies, Publicis must also file            
                                                consolidated financial statements, a group    
                                                management report, and the independent        
                                                auditors' report.                             

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       CURRENT RIGHTS                     RIGHTS OF HOLDERS OF             
OF BCOM3 COMMON STOCKHOLDERS            PUBLICIS ORDINARY SHARES           
----------------------------            ------------------------           
                                                                           
                                  As a company listed on a regulated       
                              market, Publicis is also required to file    
                              the inventory of the securities listed in    
                              the corporate portfolio as of the close of   
                              the fiscal year.                             

                                  In addition, as a publicly-held company, 
                              Publicis is required to:                     

                              - publish annually, in the BALO, within four 
                                months of the close of the fiscal year and 
                                at least 15 days prior to the annual       
                                ordinary shareholder meeting, the          
                                following documents and, in the event they 
                                have not been verified by the independent  
                                auditor, to clearly manifest on the face   
                                thereof that they have not been verified   
                                by the independent auditor:                

                              - the annual financial statements;           

                              - the proposal for the allocation of the     
                                result, in table format proposed by the    
                                general accounting form; and               

                              - the consolidated financial statements;     

                              - publish, within 45 days following the      
                                approval of the annual financial statements
                                by the annual ordinary general             
                                shareholders meeting, a separate insertion 
                                in the BALO of:                            

                              - the approved annual financial statements;  

                              - the decision of the allocation of the      
                                result; and                                

                              - the consolidated accounts reviewed by the  
                                independent auditor;                       

                              - publish within four months of the end of   
                                the first six months of a fiscal year a    
                                table of activity and results and a report 
                                on the activity in that six month period;  

                              - publish, within 45 days of the end of each 
                                quarter, broken down by each branch of     
                                activity:                                  

                              - the amount of turnover for the quarter,    
                                and, if applicable, the amount of turnover 
                                for the previous quarters in that fiscal   
                                period and a comparison of those figures   
                                with those from the preceding year; and    

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               CURRENT RIGHTS                               RIGHTS OF HOLDERS OF             
        OF BCOM3 COMMON STOCKHOLDERS                      PUBLICIS ORDINARY SHARES           
        ----------------------------                      ------------------------           
                                                                                             
                                                - a consolidated statement of the net amount 
                                                  of turnover.                               

                                                  As a foreign private issuer in the         
                                                  United States, Publicis is required to file
                                                  with the SEC:                              

                                                - an annual report on Form 20-F within six   
                                                  months after the end of each fiscal year;  
                                                  and                                        

                                                - reports on Form 6-K relating to            
                                                  information material to Publicis which is  
                                                  required to be publicly disclosed in       
                                                  France or filed with Euronext Paris, or    
                                                  relating to information distributed or     
                                                  required to be distributed by Publicis to  
                                                  its shareholders.                          

                                  DISCLOSURE OF INTERESTS                                    

     Acquirors of Bcom3's equity securities         Under the French Commercial Code, when a 
are subject to disclosure requirements under    shareholder gains possession of more than    
Section 13(d)(1) of the Exchange Act and        5%, 10%, 20%, one-third, 50% or two-thirds   
Rule 13d-1 thereunder, which provide that       of the capital or the voting rights of a     
any person who becomes the beneficial owner     company, that shareholder is required to     
of more than 5% of the outstanding common       inform the company of the total number of    
stock must, within 10 days after such           shares held by it within 15 days of such     
acquisition:                                    acquisition and inform the CMF within five   
                                                trading days of such acquisition. The same   
- file a Schedule 13D with the SEC              disclosure is required in the event that a   
  disclosing specified information; and         shareholder's interest drops below any one   
                                                of the specified levels.                     
- send a copy of the Schedule 13D to Bcom3.                                                  
                                                    For more information, see "Description   
                                                of Publicis Share Capital -- Requirements    
                                                for Holdings Exceeding Specified             
                                                Percentages."                                

                                                    Acquirors of Publicis's equity           
                                                securities are also subject to the           
                                                disclosure requirements under Section        
                                                13(d)(1) of the Exchange Act and Rule 13d-1  
                                                thereunder.                                  

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INFORMATION RELATING TO SALES OF THE DEBT PORTION OF THE OBSAS

  This proxy statement/prospectus is part of a registration statement that
Publicis filed with the SEC using a "shelf" registration or continuous offering 
process. If the mergers described herein are approved and consummated, it is    
intended that the debt portion of the OBSAs (referred to herein as "notes") will
be sold on behalf of former Bcom3 stockholders in accordance with the process   
described under the captions "The Publicis/Bcom3 Merger -- Sale of Debt Portion 
of the OBSAs" and "-- Plan of Distribution." Each time notes are sold by the    
nominee, who will be appointed by Bcom3 to act on behalf of the former Bcom3    
stockholders in connection with the sale of the notes, the offerees of such     
notes will be provided with a prospectus supplement containing specific         
information about the transaction pursuant to which the notes are being offered 
and related information. The prospectus supplement may add, update or change    
information in this proxy statement/prospectus. If there is any inconsistency   
between the information in this proxy statement/prospectus and any prospectus   
supplement, any offeree of the notes should rely on the information in that     
prospectus supplement. Such offeree should read both this proxy                 
statement/prospectus and any prospectus supplement together with the additional 
information described under the caption "Where You Can Find More Information."  

The registration statement containing this proxy statement/prospectus,
including the exhibits to the registration statement, provides additional       
information about Publicis and the notes being registered for resale under this 
proxy statement/prospectus. The registration statement, including the exhibits, 
can be read on the SEC web site or at the SEC office mentioned under the caption
"Where You Can Find More Information."                                          

   Any offeree of the notes should rely only on the information contained in
this document and the information to which the offeree has been referred. None  
of Publicis, Bcom3, the nominee or any Bcom3 stockholder have authorized anyone 
to provide such offerees with information that is different. This proxy         
statement/prospectus may only be used in connection with a sale of notes where  
it is legal to sell the notes. The information in this proxy                    
statement/prospectus may only be accurate on the date of this proxy statement/  
prospectus.                                                                     

SELLING SECURITYHOLDER                                                          

In connection with the Publicis/Bcom3 merger, Publicis will issue     
approximately E857,812,500 in principal amount of notes to the nominee, who in  
turn will act as selling securityholder on behalf of the former Bcom3           
stockholders in connection with the sale of the notes. In this proxy            
statement/prospectus, when we refer to the selling securityholder, we are       
referring to the nominee. Included among the former Bcom3 stockholders on behalf
of whom this sale would be made are the following persons and entities, each of 
whom may be deemed an affiliate of Bcom3: Roger A. Haupt, Chairman, Chief       
Executive Officer and a director of Bcom3; Craig D. Brown, President, Chief     
Operating Officer and a director of Bcom3; Christian E. Kimball, Chief          
Administrative Officer and Chief Legal Officer of Bcom3; Roy J. Bostock, a      
director of Bcom3; Richard B. Fizdale, a director of Bcom3; and Dentsu Inc.     

  Any or all of the principal amount of notes may be offered for sale with
this prospectus by the nominee, as selling securityholder, from time to time.   
Accordingly, no estimate can be given as to the amount of notes that will be    
held by the nominee, as selling securityholder, upon consummation of any sales. 
In addition, the nominee, as selling securityholder, may sell, in transactions  
exempt from the registration requirements of the Securities Act, some or all of 
the notes after the date of this proxy statement/prospectus.                    

    Information about the selling securityholder and the amount of notes which
it holds may change over time. Any changed information will be set forth in     
prospectus supplements.                                                         

PLAN OF DISTRIBUTION                                                            

    Neither Publicis nor Bcom3 will receive any of the proceeds of the sale of
the notes offered by this proxy statement/prospectus and any prospectus         
supplement hereto, except that Publicis will be reimbursed for payments which   
will be made to the Bcom3 stock option holders, as described under the caption  
"The Publicis/Bcom3 Merger -- Effect on Stock Options," plus any interest cost  
incurred in funding the payment.                                                

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The aggregate proceeds to the selling securityholder from the sale of the notes 
will be the purchase price of the notes, less such option reimbursement amount  
and any discounts, commissions or other sale expenses. Under the terms of the   
Publicis/Bcom3 merger agreement, the nominee will be instructed to distribute   
the net proceeds of the sale of the notes to an exchange agent, who will in turn
distribute such proceeds to former Bcom3 stockholders as part of the            
consideration they are to receive in the merger.                                

   If the Bcom3 board has not otherwise made definitive arrangements to sell
the notes by the closing of the mergers, Bcom3 will appoint a marketing agent,  
reasonably acceptable to Publicis, for the sale. The marketing agent will be    
instructed to use reasonable best efforts to sell the notes for cash after the  
closing. The proceeds to be received in the sale may also include non-cash      
components and/or this marketing agent may effect a distribution-in-kind of the 
notes, so long as the marketing agent has received the prior written consent of 
persons who held at least a majority of the Bcom3 shares outstanding immediately
prior to the first step merger and, in certain circumstances, the prior written 
consent of Publicis. The terms governing the marketing agent will be set forth  
in a marketing agent agreement containing indemnities from Publicis in favor of 
the marketing agent for liabilities arising in connection with the sale of the  
notes. Under this agreement, the marketing agent will have no liability to any  
person for its actions in connection with the sale, except in the case of the   
marketing agent's gross negligence or willful misconduct. Prior to the          
appointment of the marketing agent and prior to the effective time of the       
mergers, the Bcom3 board will function as the marketing agent.                  

    It is expected that the marketing agent will be one or more individuals or
an entity, who will in turn engage one or more financial institutions to act as 
underwriter or placement agent for the sale. The terms, conditions and manner of
the sale will be determined solely in the discretion of the marketing agent.    

 The manner of sale may include any one or combination of the following,
among other possibilities, as determined by the marketing agent:                

     - a public or private offering outside the United States, with or without a
listing;                                                          

- an offering in the United States;                                   

- a sale of the notes to a newly-formed or existing "special purpose  
     entity," which would purchase the notes from the nominee using proceeds
from its own issuance of one or more series of securities; or     

- a sale of the notes (or any securities issued by a special purpose  
entity) in conjunction with one or more equity or equity-linked   
securities.                                                       

  The notes (or any securities issued by a special purpose entity) may, in
the discretion of the marketing agent, be sold to any person, including persons 
that may be affiliated with Bcom3, such as Publicis or Dentsu, or investment    
banks (or affiliates thereof) that may have rendered services to Publicis, Bcom3
or Dentsu.                                                                      

 The notes may be sold in one or more sales over time, and each sale may
occur at or after the closing date of the mergers, as determined by the         
marketing agent. The notes may be sold at fixed or varying prices or in         
privately negotiated transactions. These sales may be effected in transactions  

     - on any securities exchange or quotation service on which the notes may be
 listed or quoted at the time of the sale, including Euronext Paris;

- in the over-the-counter market; or                                  

  - in transactions otherwise than on such exchanges or services or in the
over-the-counter market.                                          

   Any underwriters, broker-dealers or agents engaged by the marketing agent
may receive compensation in the form of discounts, concessions or commissions   
from the selling securityholder or the purchasers of the notes. These discounts,
concessions or commissions may be in excess of those customary in the types of  
transactions involved.                                                          

    If the notes are sold through underwriters or broker-dealers, the nominee,
acting on behalf of the former Bcom3 stockholders, will be responsible for      
paying underwriting discounts or commissions or agent's commissions from the    
gross proceeds of any such sales.                                               
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At the time a particular offering of the notes is made, if required, a
prospectus supplement will be distributed which will set forth the name of the  
selling securityholder, the aggregate amount and type of notes being offered and
the terms of the offering including, to the extent required, (1) the name or    
names of any underwriters, broker-dealers or agents, (2) any discounts,         
commissions and other terms constituting compensation from the selling          
securityholders, (3) any discounts, commissions or concessions allowed or       
reallowed to be paid to broker-dealers and (4) whether any persons involved may 
be deemed an "underwriter" within the meaning of Section 2(11) of the Securities
Act.                                                                            

If the marketing agent so requests, Publicis has agreed to apply for  
listing of the notes on Euronext Paris. Notwithstanding this fact, no assurances
can be given as to the development of liquidity or any trading market for the   
notes.                                                                          

   The nominee, as selling securityholder, may sell some or all of the notes
in transactions exempt from the requirements of the Securities Act after the    
date of this proxy statement/prospectus.                                        

    The nominee, as selling securityholder, and any other person participating
in the sale of the notes will be subject to Regulation M under the Exchange Act,
which may limit the timing of purchases and sales of any of the notes by the    
nominee, as selling securityholder, and any other such person. In addition,     
Regulation M may restrict the ability of any person engaged in the distribution 
of the notes to engage in market-making activities with respect to the          
particular notes being distributed for a period of up to five business days     
before the commencement of such distribution. This may affect the marketability 
of the notes and the ability of any person or entity to engage in market-making 
activities with respect to the notes.                                           

Pursuant to the Publicis/Bcom3 merger agreement, Publicis may agree to
indemnify any underwriter or broker-dealer that participates in transactions    
involving sales of the notes against certain liabilities, including liabilities 
arising under the Securities Act. Publicis has agreed to prepare and file with  
the SEC, until the earlier of such time as all the notes have been sold and nine
months after the closing of the mergers, such amendments to the registration    
statement of which this proxy statement/prospectus is a part and any prospectus 
supplements as may be necessary to keep the registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale of 
the notes.                                                                      

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ENFORCEABILITY OF CIVIL LIABILITIES 

    Publicis is a corporation organized under the laws of France. The majority
of its directors are citizens and residents of countries other than the United  
States, and the majority of its assets are located outside of the United States.
Accordingly, it may be difficult for investors:                                 

  - to effect service of process on, and thereby obtain jurisdiction over,
 Publicis or its directors in courts in the United States in actions
predicated on the civil liability provisions of the U.S. federal  
securities laws;                                                  

 - to enforce judgments obtained in such actions against Publicis or its
directors;                                                        

     - to obtain judgments against Publicis or its directors in original actions
   in non-U.S. courts predicated solely upon the U.S. federal securities
laws; or                                                          

     - to enforce against Publicis or its directors in non-U.S. courts judgments
of courts in the United States predicated upon the civil liability
provisions of the U.S. federal securities laws.                   

     Generally speaking, the process for obtaining judgments against Publicis or
its directors in French courts, for obtaining judgments in French courts based  
on U.S. federal securities laws, and for obtaining judgments under French law   
for claims brought with respect to the ORAs and the OBSAs would be substantially
similar to the process which would be used if such claims were or could be      
brought in courts in the United States, subject to the requirement that claims  
with respect to the ORAs can generally only be brought by the representatives of
the holders acting on an authorizing resolution adopted at a meeting of holders,
as described under the caption, "Description of the ORAs -- Meeting of Holders  
and Representatives of Holders" above. Suits to enforce certain rights of the   
holders of OBSA notes under the combined note contract can only be brought by   
the trustee upon the request of the holders of at least a majority of the       
principal amount of the notes, as described under the caption "Description of   
the OBSAs -- Terms of Notes -- Control by Majority; Limitation on Suits" above. 

FRENCH PROSPECTUS 

     Publicis has obtained approval (visa) of the document comprising the French
prospectus, which was included in Publicis's proxy statement mailed to its      
shareholders in connection with the June 18, 2002 shareholder meeting in        
accordance with French laws, from the Commission des Operations de Bourse (the  
COB), and the document is available for inspection at the offices of Publicis,  
133, Avenue des Champs-Elysees, 75008 Paris, France, on Publicis's website at   
www.publicis.com, and on the COB's website at www.cob.fr. The French prospectus 
does not form part of, and is not incorporated by reference into, this proxy    
statement/prospectus. Publicis distributed to its stockholders a proxy statement
relating to the mergers, a copy of which is available for inspection at the     
offices of Publicis.                                                            

WHERE YOU CAN FIND MORE INFORMATION 

  Publicis files annual and special reports and other information with the
SEC. Bcom3 files annual, quarterly and special reports, proxy statements and    
other information with the SEC. You may read and copy any document that either  
company files at the Public Reference Room of the SEC at 450 Fifth Street, NW,  
Washington, D.C. 20549. You may obtain information on the operation of the      
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC filings are 
also available to the public from commercial document retrieval services and at 
the Internet world wide website maintained by the SEC at www.sec.gov.           

  Publicis has filed a registration statement on Form F-4 to register with
the SEC the Publicis ordinary shares and other Publicis securities to be        
received by the holders of Bcom3 common stock in the Publicis/Bcom3 merger. This
proxy statement/prospectus is a part of that registration statement and         
constitutes a prospectus of Publicis in addition to being a proxy statement of  
Bcom3 for the special meeting of Bcom3 stockholders. The registration statement 
of which this proxy statement/prospectus forms a part, including the exhibits,  
is available at the SEC as discussed above.                                     

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 The SEC permits Publicis to "incorporate by reference" information into
this proxy statement/prospectus. This means that Publicis can disclose important
information to you by referring you to another document filed separately with   
the SEC. This proxy statement/prospectus incorporates by reference the documents
set forth below which Publicis previously filed with the SEC. These documents   
contain important information about Publicis and its financial condition.       

                                                                [Download Table]

          PUBLICIS SEC FILINGS                       PERIOD/FILING DATE            
          --------------------            -----------------------------------------
                                                                                   
Annual Report on Form 20-F/A............. Year ended December 31, 2001             
Current Reports on Form 6-K.............. Filed on January 10, 2002, January 24,   
                                          2002, February 8, 2002, February 13,     
                                          2002, March 7, 2002, March 12, 2002,     
                                          March 14, 2002, May 16, 2002, August 13, 
                                          2002                                     

Publicis also incorporates by reference into this proxy               
statement/prospectus additional documents that it may file with the SEC from the
date of this proxy statement/prospectus to the date of the special meeting of   
Bcom3 stockholders. The information incorporated by reference into this proxy   
statement/prospectus is deemed to be part of this proxy statement/prospectus,   
except that any statement contained in a document incorporated by reference into
this proxy statement/prospectus shall be deemed to be modified or superseded for
purposes of this proxy statement/prospectus to the extent that a statement      
contained in this proxy statement/prospectus, or in any other subsequently filed
document that also is incorporated by reference into this proxy                 
statement/prospectus, modifies or supersedes that statement. Any statement      
modified or superseded in this manner shall not be deemed, except as so modified
or superseded, to constitute part of this proxy statement/prospectus.           

  Publicis ADSs are quoted on The New York Stock Exchange. You may inspect
any periodic reports and other information filed with the SEC by Publicis at the
offices of The New York Stock Exchange at 20 Broad Street, New York, New York   
10005.                                                                          

You may have previously received some of the documents incorporated by
reference, but you can obtain any of them through Publicis, the SEC or the SEC's
Internet world wide website as described above. Documents incorporated by       
reference are available from Publicis without charge, except exhibits to the    
documents that have not specifically been incorporated by reference in this     
proxy statement/prospectus. In addition, Publicis also makes available to its   
shareholders its annual report in French and English, and the "Reference        
Document" filed with the COB in French. Shareholders may obtain these documents 
by requesting them in writing or by telephone from Publicis at the following    
address:                                                                        

Publicis Groupe S.A.
133, Avenue des Champs-Elysees
75008 Paris, France 
Attention: Pierre Benaich 

If you would like to request documents from Publicis, please do so by 
September 13, 2002 to receive them before the special meeting of Bcom3          
stockholders.                                                                   
--------------------- 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY  
REFERENCE IN THIS PROXY STATEMENT/PROSPECTUS TO VOTE ON THE MERGERS. NEITHER    
PUBLICIS NOR BCOM3 HAS AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS
DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS. THIS PROXY 
STATEMENT/PROSPECTUS IS DATED AUGUST 22, 2002. YOU SHOULD NOT ASSUME THAT THE   
INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE AS OF ANY  
DATE OTHER THAN THAT DATE, AND NEITHER THE MAILING OF THIS PROXY                
STATEMENT/PROSPECTUS TO BCOM3 STOCKHOLDERS NOR THE DELIVERY OF PUBLICIS ORDINARY
SHARES AND OTHER PUBLICIS SECURITIES TO BE RECEIVED IN THE MERGER SHOULD CREATE 
ANY IMPLICATION TO THE CONTRARY.                                                

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EXPERTS 

    The consolidated financial statements of Publicis at December 31, 2001 and
2000 and for each of the two years in the period ended December 31, 2001        
incorporated by reference in this proxy statement/prospectus from Publicis's    
Annual Report on Form 20-F/A for the fiscal year 2001 have been audited by Ernst
& Young Audit and Mazars & Guerard S.A., independent auditors, as set forth in  
their report which is incorporated herein by reference, and are so incorporated 
in reliance upon such report given on the authority of such firms as experts in 
accounting and auditing.                                                        

     The consolidated financial statements of Publicis at December 31, 1999, and
for the year then ended, incorporated by reference in this proxy                
statement/prospectus from Publicis's Annual Report on Form 20-F/A for the fiscal
year 2001 have been audited by Mazars & Guerard S.A. and Mazars & Guerard LLP,  
independent auditors, as set forth in their report which is incorporated herein 
by reference, and are so incorporated in reliance upon such report given on the 
authority of such firm as experts in accounting and auditing.                   

The consolidated financial statements of Bcom3 included in this proxy 
statement/prospectus as of December 31, 2001 and 2000 and for each of the two   
years ended December 31, 2001 have been so included in reliance on the report by
Arthur Andersen LLP, independent public accountants, given on the authority of  
said firm as experts in accounting and auditing.                                

   The consolidated financial statements of The Leo Group, Inc., included in
this proxy statement/prospectus as of December 31, 1999 and 1998 and for each of
the three years ended December 31, 1999 have been so included in reliance on the
report by Arthur Andersen LLP, independent public accountants, given on the     
authority of said firm as experts in accounting and auditing.                   

     The consolidated financial statements of The MacManus Group, Inc., included
in this proxy statement/ prospectus as of December 31, 1999 and 1998 and for    
each of the three years ended December 31, 1999 have been so included in        
reliance on the report by Arthur Andersen LLP, independent public accountants,  
given on the authority of said firms as experts in accounting and auditing.     

 Effective at the close of business on May 22, 2002, Arthur Andersen LLP
("Arthur Andersen") was released from its obligations to Bcom3 as Bcom3's       
independent accountants and the engagement of Ernst & Young LLP to serve as     
Bcom3's independent public accounts, effective May 23, 2002, was approved.      

  Bcom3 has not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen LLP to Bcom3 naming it in this proxy                 
statement/prospectus as having certified (1) Bcom3's consolidated financial     
statements for the two years ended December 31, 2001, (2) The Leo Group's       
consolidated financial statements for the three years ended December 31, 1999   
and (3) The MacManus Group's consolidated financial statements for the three    
years ended December 31, 1999 as required by Section 7 of the Securities Act.   
Accordingly, you will not be able to sue Arthur Andersen LLP pursuant to Section
11(a)(4) of the Securities Act and therefore your right to recovery under that  
section may be limited as a result of the lack of consent. Bcom3 has also not   
been able to obtain, after reasonable efforts, manually signed accountants'     
reports from Arthur Andersen LLP, and, consequently, Bcom3 has included copies  
of the latest signed and dated accountants' reports issued by Arthur Andersen   
LLP for the periods to which such reports relate.                               

LEGAL MATTERS 

Alain Schwindenhammer, General Counsel of Publicis, will pass upon the
validity of the Publicis ordinary shares, bare legal title and usufructs and the
enforceability of the OBSA notes, warrants and ORAs to be issued pursuant to the
merger under French law.                                                        

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INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
BCOM3 GROUP, INC. AND SUBSIDIARIES                                
  Report of Management......................................   F-2
  Report of Independent Public Accountants..................   F-3
  Consolidated Balance Sheets as of December 31, 2001 and         
     2000...................................................   F-4
  Consolidated Statements of Operations for the Years Ended       
     December 31, 2001 and 2000.............................   F-5
  Consolidated Statements of Stockholders' Equity for the         
     Years Ended December 31, 2001 and 2000.................   F-6
  Consolidated Statements of Cash Flows for the Years Ended       
     December 31, 2001 and 2000.............................   F-7
  Notes to Consolidated Financial Statements................   F-8
  Quarterly Results of Operations (Unaudited)...............  F-28
  Consolidated Balance Sheets as of June 30, 2002 and             
     December 31, 2001......................................  F-29
  Consolidated Statements of Operations for the Six Months        
     Ended June 30, 2002 and 2001...........................  F-30
  Consolidated Statements of Cash Flows for the Six Months        
     Ended June 30, 2002 and 2001...........................  F-31
  Notes to Consolidated Condensed Financial Statements......  F-32
LEO BURNETT WORLDWIDE, INC. (FORMERLY KNOWN AS THE LEO            
  GROUP, INC.)                                                    
  Report of Independent Public Accountants..................  F-39
  Consolidated Balance Sheets as of December 31, 1999 and         
     1998...................................................  F-40
  Consolidated Statements of Income for the Years Ended           
     December 31, 1999, 1998 and 1997.......................  F-41
  Consolidated Statements of Shareholders' Investment for         
     the Years Ended December 31, 1999, 1998 and 1997.......  F-42
  Consolidated Statements of Cash Flows for the Years Ended       
     December 31, 1999, 1998 and 1997.......................  F-44
  Notes to Consolidated Financial Statements................  F-45
THE MACMANUS GROUP, INC. AND SUBSIDIARIES                         
  Report of Independent Public Accountants..................  F-61
  Consolidated Balance Sheets as of December 31, 1999 and         
     1998...................................................  F-62
  Consolidated Statements of Operations for the Years Ended       
     December 31, 1999, 1998 and 1997.......................  F-63
  Consolidated Statements of Stockholders' Equity for the         
     Years Ended December 31, 1999, 1998 and 1997...........  F-64
  Consolidated Statements of Cash Flows for the Years Ended       
     December 31, 1999, 1998 and 1997.......................  F-65
  Notes to Consolidated Financial Statements................  F-66
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS..............   S-1

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REPORT OF MANAGEMENT

 The consolidated financial statements and other information included in
this Form 10-K have been prepared by management, which is responsible for its   
fairness, integrity and objectivity. The consolidated financial statements have 
been prepared in accordance with generally accepted accounting principles in the
United States applied on a basis consistent with prior years and, where         
necessary, include amounts that are based on management's informed judgments and
estimates. The financial information contained elsewhere in this Form 10-K has  
been prepared in a manner consistent with the preparation of the consolidated   
financial statements.                                                           

The Company's system of internal controls is a major element in       
management's responsibility to provide a fair presentation of the financial     
statements. The system is designed to provide reasonable assurance that the     
Company's assets are safeguarded, that transactions are properly recorded and   
executed in accordance with management's authorization, that material errors are
prevented or detected within a timely period, and that records are sufficient to
produce reliable financial reports.                                             

   Elements of these control systems are the establishment and communication
of accounting and administrative policies and procedures and the selection and  
training of qualified personnel.                                                

  The Audit Committee meets periodically with representatives of financial
management and the independent public accountants to assure that each is        
properly discharging their responsibilities. In order to assure complete        
independence, the Audit Committee communicates directly and separately with the 
independent public accountants and financial management to discuss the results  
of their audits, the adequacy of internal accounting controls and the quality of
financial reporting.                                                            

                                                        [Enlarge/Download Table]
                                                                                      
              ROGER A. HAUPT                            EILEEN A. KAMERICK            
------------------------------------------  ------------------------------------------
              Roger A. Haupt                            Eileen A. Kamerick            
               Chairman and                        Executive Vice President and       
         Chief Executive Officer                     Chief Financial Officer          

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PLEASE NOTE THAT THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN   
LLP REPORT AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.                    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF                                   
BCOM3 GROUP, INC.:                                                          

We have audited the accompanying consolidated balance sheets of Bcom3 
Group, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001   
and 2000, and the related consolidated statements of operations, stockholder's  
equity, and cash flows for the years then ended. These financial statements and 
the schedule referred to below are the responsibility of the Company's          
management. Our responsibility is to express an opinion on these financial      
statements and schedule based on our audits.                                    

 We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the consolidated         
financial statements are free of material misstatement. An audit includes       
examining, on a test basis, evidence supporting the amounts and disclosures in  
the financial statements. An audit also includes assessing the accounting       
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bcom3 Group, Inc. and       
subsidiaries as of December 31, 2001 and 2000, and the results of their         
operations and their cash flows for the years then ended in conformity with     
accounting principles generally accepted in the United States.                  

 Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule on page S-1 is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to 
the auditing procedures applied in our audits of the basic financial statements 
and, in our opinion, fairly states in all material respects the financial data  
required to be set forth therein in relation to the basic financial statements  
taken as a whole.                                                               

                       ARTHUR ANDERSEN LLP

New York, New York                                                              
March 4, 2002 (except with respect to                                           
the matters discussed in Note 20,                                               
as to which the date is March 7, 2002)                                          

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BCOM3 GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS 
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                   DECEMBER 31,       
                                                              ----------------------- 
                                                                 2001         2000    
                                                              ----------   ---------- 
                                                                                      
                                       ASSETS                                         
Current assets:                                                                       
  Cash and cash equivalents.................................  $  227,735   $  598,159 
  Accounts receivable (less allowance for doubtful accounts                           
     of $39,055 and $41,541, respectively)..................   1,649,273    1,618,925 
  Production expenditures billable to clients...............     213,527      186,292 
  Prepaid expenses and other assets.........................     105,309      133,642 
                                                              ----------   ---------- 
     Total Current Assets...................................   2,195,844    2,537,018 
Property and equipment......................................     702,456      612,904 
Less: Accumulated depreciation and amortization.............     326,014      260,210 
                                                              ----------   ---------- 
     Property and equipment, net............................     376,442      352,694 
Goodwill (less accumulated amortization of $120,607 and                               
  $65,074, respectively)....................................   1,304,723    1,266,955 
Other.......................................................     229,430      277,212 
                                                              ----------   ---------- 
     Total Assets...........................................  $4,106,439   $4,433,879 
                                                              ==========   ========== 
                        LIABILITIES AND STOCKHOLDER'S EQUITY                          
Current liabilities:                                                                  
  Trade accounts payable....................................  $1,760,177   $1,631,048 
  Short-term borrowings.....................................      39,393       39,826 
  Current portion of long-term debt.........................       6,016       57,376 
  Accrued expenses and other payables.......................     531,913      544,652 
                                                              ----------   ---------- 
     Total Current Liabilities..............................   2,337,499    2,272,902 
Long-term debt..............................................       9,450      389,128 
Real estate finance obligation..............................     187,714      195,321 
Deferred compensation and accrued retirement benefits.......     110,309      117,749 
Other long-term liabilities.................................     105,286      118,677 
Deferred rent...............................................      31,358       29,003 
                                                              ----------   ---------- 
                                                                 444,117      849,878 
Minority interest...........................................      18,047       14,141 
Commitments and contingencies                                                         
Mandatorily redeemable stock................................     301,494      239,126 
Stockholder's equity:                                                                 
  Common Stock, Class B, $.01 par value, 10,000,000 shares                            
     authorized, 4,284,248 and 4,274,248 shares issued and                            
     outstanding at December 31, 2001 and 2000,                                       
     respectively...........................................          43           43 
  Additional paid-in capital................................   1,187,279    1,185,979 
  Retained deficit..........................................    (174,048)    (124,332)
  Accumulated other comprehensive loss......................      (7,605)      (3,858)
                                                              ----------   ---------- 
                                                               1,005,669    1,057,832 
  Unearned compensation.....................................        (387)          -- 
                                                              ----------   ---------- 
     Total Stockholder's Equity.............................   1,005,282    1,057,832 
                                                              ----------   ---------- 
     Total Liabilities and Stockholder's Equity.............  $4,106,439   $4,433,879 
                                                              ==========   ========== 

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                             YEARS ENDED DECEMBER 31, 
                                                             -------------------------
                                                                2001          2000    
                                                             -----------   -----------
                                                                                      
REVENUES.................................................... $1,917,343    $1,833,727 
OPERATING EXPENSES:                                                                   
  Compensation and employee benefits........................  1,142,398     1,134,699 
  Other general expenses....................................    320,567       330,836 
  Office and related expenses...............................    151,933       135,040 
  Depreciation and amortization.............................    148,866       129,016 
  Nonrecurring charge.......................................         --        71,889 
  Restructuring and other special charges...................     20,252            -- 
                                                             ----------    ---------- 
     Total operating expenses...............................  1,784,016     1,801,480 
OPERATING INCOME............................................    133,327        32,247 
OTHER INCOME (EXPENSE):                                                               
  Interest income...........................................     22,443        34,487 
  Interest expense..........................................    (44,007)      (58,555)
  Foreign currency loss.....................................     (1,254)       (2,980)
  Other income..............................................         --           193 
                                                             ----------    ---------- 
     Total other expense....................................    (22,818)      (26,855)
                                                             ----------    ---------- 
INCOME BEFORE INCOME TAXES..................................    110,509         5,392 
INCOME TAXES................................................     72,913        66,643 
                                                             ----------    ---------- 
INCOME (LOSS) AFTER INCOME TAXES............................     37,596       (61,251)
MINORITY INTEREST...........................................    (10,973)       (8,288)
EQUITY IN (LOSS) INCOME OF AFFILIATES.......................       (542)        3,926 
                                                             ----------    ---------- 
NET INCOME (LOSS)........................................... $   26,081    $  (65,613)
                                                             ==========    ========== 
NET LOSS PER COMMON SHARE:                                                            
NET INCOME (LOSS)........................................... $   26,081    $  (65,613)
Exclude:                                                                              
  Net income allocable to Mandatorily redeemable Class A                              
     common shares..........................................    (74,729)      (58,719)
                                                             ----------    ---------- 
Loss allocable to Class B common shares..................... $  (48,648)   $ (124,332)
                                                             ==========    ========== 
Weighted average Class B common shares outstanding..........  4,281,289     3,421,734 
                                                             ==========    ========== 
LOSS PER CLASS B COMMON SHARE............................... $   (11.36)   $   (36.34)
                                                             ==========    ========== 

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
YEARS ENDED DECEMBER 31, 2001 AND 2000
(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                                                 LOANS TO              
                                                                                  ADDITIONAL   STOCKHOLDERS  RETAINED  
                                        COMPREHENSIVE   NUMBER OF    PAR VALUE--   PAID-IN      FOR STOCK    EARNINGS  
                                        INCOME (LOSS)    SHARES         $.01       CAPITAL        SALES      (DEFICIT) 
                                        -------------  -----------   -----------  ----------   ------------  --------- 
                                                                                                                       
BALANCE, DECEMBER 31, 1999............                  10,108,405      $100      $  126,800     $(5,600)    $  64,200 
Allocation of balances to Mandatorily                                                                                  
 redeemable stock.....................                                  (100)       (126,800)      5,600       (64,200)
                                                       -----------      ----      ----------     -------     --------- 
BALANCE, JANUARY 1, 2000..............                  10,108,405        --              --          --            -- 
Net loss..............................    $(65,613)                                                            (65,613)
Other comprehensive loss:                                                                                              
 Unrealized loss on investments (net                                                                                   
   of tax benefit of $225)............        (417)                                                                    
 Foreign currency translation (net of                                                                                  
   tax benefit of $2,010).............     (22,063)                                                                    
 Minimum pension liability............         310                                                                     
                                          --------                                                                     
Comprehensive loss....................    $(87,783)                                                                    
                                          ========                                                                     
Repayment of loans to stockholders....                                                             5,600               
Issuance of Class B shares............                   4,274,248        43         485,994                           
Shares issued for acquisitions........                   6,013,300        60         701,733                           
Stock repurchases.....................                    (718,758)       (7)         (3,780)                          
Allocation to Mandatorily redeemable                                                                                   
 stock................................                 (15,402,947)      (53)          2,032      (5,600)      (58,719)
                                                       -----------      ----      ----------     -------     --------- 
BALANCE, DECEMBER 31, 2000............                   4,274,248        43      $1,185,979          --     $(124,332)
                                          --------     -----------      ----      ----------     -------     --------- 
Net income............................    $ 26,081                                                              26,081 
Other comprehensive income:                                                                                            
 Unrealized loss on investments (net                                                                                   
   of tax benefit of $1,133)..........      (1,700)                                                                    
 Foreign currency translation (net of                                                                                  
   tax benefit of $3,553).............     (12,560)                                                                    
 Minimum pension liability (net of tax                                                                                 
   benefit of $1,336).................      (2,985)                                                                    
                                          --------                                                                     
Comprehensive income..................    $  8,836                                                                     
                                          ========                                                                     
Dividends paid........................                                                                          (4,919)
Employee loans to purchase stock......                                                               (86)              
Issuance of Class B shares............                      10,000        --           1,300                           
Shares issued for acquisitions and                                                                                     
 other................................                      44,500        --           7,146                           
Stock repurchases.....................                    (152,613)       (2)         (2,070)                          
Allocation to Mandatorily redeemable                                                                                   
 stock................................                     108,113         2          (5,076)         86       (70,878)
                                                       -----------      ----      ----------     -------     --------- 
BALANCE, DECEMBER 31, 2001............                   4,284,248        43      $1,187,279          --     $(174,048)
                                                       ===========      ====      ==========     =======     ========= 


                                         ACCUMULATED                                                                   
                                            OTHER      MANDATORILY                                                     
                                        COMPREHENSIVE  REDEEMABLE                                                      
                                        INCOME (LOSS)     STOCK                                                        
                                        -------------  -----------                                                     
                                                                                                                       
BALANCE, DECEMBER 31, 1999............    $  9,598      $     --                                                       
Allocation of balances to Mandatorily                                                                                  
 redeemable stock.....................      (9,598)      195,098                                                       
                                          --------      --------                                                       
BALANCE, JANUARY 1, 2000..............          --       195,098                                                       
Net loss..............................                                                                                 
Other comprehensive loss:                                                                                              
 Unrealized loss on investments (net                                                                                   
   of tax benefit of $225)............        (417)                                                                    
 Foreign currency translation (net of                                                                                  
   tax benefit of $2,010).............     (22,063)                                                                    
 Minimum pension liability............         310                                                                     
Comprehensive loss....................                                                                                 
Repayment of loans to stockholders....                                                                                 
Issuance of Class B shares............                                                                                 
Shares issued for acquisitions........                                                                                 
Stock repurchases.....................                                                                                 
Allocation to Mandatorily redeemable                                                                                   
 stock................................      18,312        44,028                                                       
                                          --------      --------                                                       
BALANCE, DECEMBER 31, 2000............    $ (3,858)     $239,126                                                       
                                          --------                                                                     
Net income............................                                                                                 
Other comprehensive income:                                                                                            
 Unrealized loss on investments (net                                                                                   
   of tax benefit of $1,133)..........      (1,700)                                                                    
 Foreign currency translation (net of                                                                                  
   tax benefit of $3,553).............     (12,560)                                                                    
 Minimum pension liability (net of tax                                                                                 
   benefit of $1,336).................      (2,985)                                                                    
Comprehensive income..................                                                                                 
Dividends paid........................                                                                                 
Employee loans to purchase stock......                                                                                 
Issuance of Class B shares............                                                                                 
Shares issued for acquisitions and                                                                                     
 other................................                                                                                 
Stock repurchases.....................                                                                                 
Allocation to Mandatorily redeemable                                                                                   
 stock................................      13,498        62,368                                                       
                                          --------      --------                                                       
BALANCE, DECEMBER 31, 2001............    $ (7,605)     $301,494                                                       
                                          ========      ========                                                       

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                              YEARS ENDED DECEMBER 31, 
                                                              ------------------------ 
                                                                2001           2000    
                                                              ---------      --------- 
                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES                                                   
  Net income (loss).........................................  $  26,081      $ (65,613)
  Reconciliation of net income (loss) to net cash provided                             
    by operating activities:                                                           
    Depreciation and amortization...........................    148,866        129,016 
    Provision for doubtful accounts.........................     13,598         16,219 
    Non-cash portion of restructuring and other special                                
     charges................................................     17,712             -- 
    Net loss on divestments.................................        817             -- 
    Decrease in deferred compensation and accrued retirement                           
     benefits...............................................    (10,406)        (3,506)
    Dividends in excess of earnings in affiliates...........      6,423            859 
    Minority interest.......................................     10,973          8,288 
  Changes in operating assets and liabilities, net of                                  
    effects from acquisitions:                                                         
    Decrease/(increase) in accounts receivable..............     57,056       (151,752)
    (Increase)/decrease in production expenditures billable                            
     to clients.............................................    (31,303)         1,499 
    Increase in trade accounts payable......................     39,783        139,685 
    Decrease in accrued expenses and other payables.........    (86,792)       (55,955)
    Increase/(decrease) in accrued income taxes.............     19,292         (9,358)
    Decrease/(increase) in prepaid expenses and other                                  
     current assets.........................................     42,944        (15,215)
    Decrease in other assets................................      3,863          7,864 
                                                              ---------      --------- 
      Net Cash Provided by Operating Activities.............    258,907          2,031 
                                                              ---------      --------- 
CASH FLOWS FROM INVESTING ACTIVITIES                                                   
  Business acquisitions, net of cash acquired...............    (75,246)       (32,769)
  Expenditures for property and equipment...................    (83,061)       (91,670)
  Proceeds from sale of assets..............................      3,553          7,982 
  Cash acquired in MacManus acquisition.....................         --         50,583 
                                                              ---------      --------- 
      Net Cash Used in Investing Activities.................   (154,754)       (65,874)
                                                              ---------      --------- 
CASH FLOWS FROM FINANCING ACTIVITIES                                                   
  Dividends paid to minority stockholders...................     (6,862)        (7,149)
  Dividends paid on Common Stock............................     (4,919)            -- 
  Repayment of short-term borrowings........................     (9,388)       (70,719)
  Proceeds from long-term debt..............................      6,119        153,352 
  Repayment of long-term debt...............................   (451,960)       (68,269)
  Repayment of stockholder loans............................         --          5,600 
  Proceeds from sales of stock..............................      2,746        486,037 
  Redemptions of stock......................................     (2,072)       (32,284)
  Other.....................................................       (387)            -- 
                                                              ---------      --------- 
      Net Cash (Used in)/Provided by Financing Activities...   (466,723)       466,568 
                                                              ---------      --------- 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH                                       
  EQUIVALENTS...............................................     (7,854)        (7,084)
                                                              ---------      --------- 
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS........   (370,424)       395,641 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................    598,159        202,518 
                                                              ---------      --------- 
CASH AND CASH EQUIVALENTS, END OF YEAR......................  $ 227,735      $ 598,159 
                                                              =========      ========= 
SUPPLEMENTAL CASH FLOW INFORMATION                                                     
Income taxes paid...........................................  $  26,757      $  77,367 
                                                              =========      ========= 
Interest paid...............................................  $  26,827      $  58,321 
                                                              =========      ========= 

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION                       

     Bcom3 Group, Inc. and subsidiaries ("Bcom3" or the "Company") is one of the
world's leading advertising and marketing communications services holding       
companies. The Company was created through the business combination of Leo      
Burnett Worldwide, Inc. ("Leo Burnett," formerly known as The Leo Group, Inc.)  
and The MacManus Group, Inc. ("MacManus") on January 31, 2000. The Company's    
service offerings include creation and production of advertising; branding and  
brand building; strategic media planning and buying; marketing research and     
consultation; public relations; healthcare marketing and communications;        
multicultural and urban marketing; direct and database marketing; interactive   
and digital communications; financial and business-to-business advertising;     
directory advertising; field marketing; integrated merchandising and sales      
promotion programs; sports and event marketing; telemarketing; new product      
design and development; package design; and internet and digital media          
development.                                                                    

The Company has operations in the United States, Europe, Asia Pacific,
Latin America, Canada, the Middle East and Africa.                              

   The consolidated financial statements include the financial statements of
Bcom3 and its domestic and international subsidiaries. All significant          
intercompany balances and transactions have been eliminated. These statements   
reflect all adjustments, consisting of normal recurring accruals, which in the  
opinion of management are necessary for a fair presentation, in all material    
respects of the information contained therein.                                  

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

Cash and Cash Equivalents                                                   

Cash and cash equivalents consist of highly liquid instruments with   
original maturities, when purchased, of three months or less. These investments 
are stated at cost, which approximates fair value.                              

Allowance for Doubtful Accounts                                             

Accounts receivable are presented net of an allowance for doubtful    
accounts. The allowance for doubtful accounts is determined through a specific  
identification process whereby management assesses the collectability of        
receivables based in part on the financial condition of the client.             

Production Expenditures Billable to Clients                                 

  Production expenditures billable to clients consist principally of costs
incurred in providing communications services to clients. Such amounts are      
generally billed to clients when services are rendered, when costs are incurred 
for radio and television production and when print production is completed.     

Property and Equipment                                                      

    Property and equipment is stated at cost, net of accumulated depreciation.
Expenditures for repairs and maintenance are charged to expense as incurred and 
expenditures for additions and improvements that significantly extend the lives 
of assets are capitalized. Upon sale or other retirement of depreciable assets, 
the cost and accumulated depreciation are removed from the related accounts and 
any gain or loss is reflected in operations. Most property and equipment is     
depreciated utilizing the straight-line method over the estimated useful lives  
of the depreciable assets, which range from 10 to 40 years for buildings and    
improvements, and three to 10 years for furniture and equipment. Costs          
associated with the acquisition or development of software for internal use are 
capitalized in accordance with the provisions of AICPA Statement of Position    
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for  
Internal Use." Most capitalized software costs are amortized on a straight-line 
basis over three to five years. Capitalized software costs include expenditures 
for purchased software and for the design, development and testing of new       
systems. Expenditures                                                           

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

for consulting, training and reengineering efforts are expensed as incurred.    
Leasehold improvements are amortized over their estimated useful lives or over  
the terms of the lease, whichever is shorter, on a straight-line basis.         

Intangibles                                                                 

  The Company makes acquisitions consistent with its strategy of enhancing
the value of its services capabilities and expanding its current ongoing client 
relationships. The goodwill that results from these acquisitions primarily      
represents acquisition costs in excess of fair value of tangible net assets and 
identifiable intangible assets that are acquired in each transaction. Goodwill  
consists primarily of the know-how, reputation, experience and geographic       
location of the purchased businesses. Goodwill is amortized on a straight-line  
basis over periods up to 25 years.                                              

     Included in "Other" assets is approximately $33.9 million and $44.9 million
of unamortized value ascribed to the customer base as of December 31, 2001 and  
2000, respectively, and $2.6 million and $5.1 million, of unamortized value     
ascribed to the assembled workforce as of December 31, 2001 and 2000,           
respectively, which were acquired in the business combination between Leo       
Burnett and MacManus. These amounts are being amortized on a straight-line basis
over five years and three years for customer base and assembled workforce,      
respectively. The amount attributable to customer base represents the value of  
the established relationships that the Company has with its current clients. The
value attributable to the assembled workforce was determined based upon the     
estimated replacement cost of the key members of the management team.           

In accordance with the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations," the Company has assessed   
each of its acquisitions since July 1, 2001 for any identifiable intangible     
assets. The Company has identified $0.3 million of value which has been ascribed
to non-compete and non-solicit agreements related to these acquisitions. The    
asset is being amortized on a straight-line basis over five years.              

     The Company periodically assesses the value of its intangible assets and to
the extent an impairment of these assets is identified, a write-down is         
recorded.                                                                       

Amortization expense related to intangible assets in the accompanying 
consolidated income statements totaled $78.3 million and $71.5 million for the  
years ended December 31, 2001 and 2000, respectively.                           

Measurement of Impairment                                                   

In accordance with SFAS No. 121, "Accounting for the Impairment of    
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," the Company     
records impairment losses on property and equipment used in operations, goodwill
and intangible assets when events and circumstances indicate the assets may be  
impaired and the undiscounted cash flows estimated to be generated by those     
assets are less than their carrying amounts. If an impairment has occurred, the 
amount of the impairment recognized is determined by estimating the fair value  
of the assets and recording a provision for loss if the carrying value is       
greater than the fair value.                                                    

Financial Instruments                                                       

The Company manages its exposure to fluctuations in foreign currency  
exchange rates and interest rates, primarily through the use of foreign exchange
contracts and interest rate swaps. The estimated fair values of derivative      
positions represent the net amount required to terminate the position, taking   
into consideration market rates and counterparty credit risk. While investing in
these financial instruments, the Company does not make any speculative          
investment decisions.                                                           

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Deferred Compensation                                                       

     The Company has certain compensation plans, which enable eligible employees
to defer a portion of their compensation into future periods. Amounts related to
these compensation arrangements are charged to expense as the related services  
are performed.                                                                  

Loss Lease Provisions                                                       

   The Company will record a loss lease provision when it decides to abandon
or sublet rented office space. This provision will be equal to the lesser of the
difference between the Company's rent expense per the lease agreement less any  
expected sublease income to be received during the remaining term of the lease  
or any penalties which result from lease cancellation. The Company will also    
evaluate the realizability of any leasehold improvements associated with the    
space and record a provision if the Company will not be able to recover its     
remaining book value through sublease income.                                   

Income Taxes                                                                

     Deferred income taxes are provided for the temporary difference between the
financial reporting basis and tax basis of the Company's assets and liabilities.

Investments in Affiliates                                                   

     Investments in affiliated companies are accounted for by the equity method.
The equity method is used when the Company has a 20% to 50% ownership interest  
and where significant influence over the operating and financial policies of    
these investments exist. All other investments are generally accounted for under
the cost method.                                                                

Foreign Currency Translation                                                

    The Company's consolidated financial statements are prepared in accordance
with the requirements of SFAS No. 52, "Foreign Currency Translation." Assets and
liabilities of the Company's foreign subsidiaries, other than those located in  
highly inflationary countries, are translated at current exchange rates, while  
income and expense are translated at average rates for the period. For entities 
in highly inflationary countries, a combination of current and historical rates 
is used to determine foreign currency gains and losses resulting from financial 
statement translation. Resulting translation gains and losses are reported as a 
component of stockholder's equity except for those associated with highly       
inflationary countries, which are reported directly in the accompanying         
consolidated statement of operations. Certain of the Company's intercompany     
loans with international subsidiaries are of a long-term investment nature since
settlement is not planned or anticipated in the foreseeable future. Accordingly,
related gains or losses are reported and accumulated in the same manner as      
currency translation adjustments. Foreign currency transaction gains and losses 
are included in the determination of net income.                                

Earnings Per Share                                                          

Basic and diluted loss per common share is calculated by dividing net 
income, reduced by $74.7 million and $58.7 million of income allocable to       
Mandatorily redeemable stock for the years ended December 31, 2001 and 2000,    
respectively, by the weighted average number of Class B common shares           
outstanding during each respective period. For the years ended December 31, 2001
and 2000, the weighted average number of Class B common shares used in the      
earnings per share calculation is 4,281,289 and 3,421,734, respectively. No     
Class B common shares existed prior to March 2000.                              

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Revenue Recognition                                                         

Substantially all revenue is derived from fees for services and for   
production of advertisements. Additionally, revenue is derived from commissions 
for placement of advertisements in various media. Revenue is recognized when the
service is performed in accordance with the terms of the contractual arrangement
and collection is reasonably assured.                                           

In December 1999, the Securities and Exchange Commission issued Staff 
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
No. 101"). SAB No. 101 provides guidance on the recognition, presentation and   
disclosure of revenues in financial statements and required adoption no later   
than the fourth quarter of fiscal 2000. During 2000, the Company adopted SAB No.
101, which did not have a material impact on the Company's consolidated         
financial position or results of operations.                                    

Use of Estimates                                                            

     The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States requires the use of estimates
and assumptions regarding certain types of assets, liabilities and expenses.    
Such estimates primarily relate to unsettled transactions and events as of the  
date of the financial statements. Accordingly, upon settlement, actual results  
may differ from estimated amounts.                                              

Reclassifications                                                           

   Certain reclassifications have been made in the 2000 financial statements
to conform to the 2001 presentation.                                            

Recent Accounting Principles                                                

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS  
No. 133"). SFAS No. 133 requires the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not designated as part of a   
hedging relationship must be adjusted to fair value through income. If the      
derivative is a hedge, depending on the nature of the hedge, the effective      
portion of the hedge's change in fair value is either (1) offset against the    
change in fair value of the hedged asset, liability or firm commitment through  
income or (2) held in equity until the hedged item is recognized in income. The 
ineffective portion of a hedge's change in fair value is immediately recognized 
in income. In June 1999, the FASB issued SFAS No. 137, "Accounting for          
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date 
of FASB Statement No. 133 -- an Amendment of FASB Statement No. 133" ("SFAS No. 
137"). SFAS No. 137 deferred the effective date of SFAS No. 133 for one year to 
fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS  
No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging      
Activities -- an amendment of FASB Statement No. 133" ("SFAS No. 138"). This    
statement amended certain paragraphs within SFAS No. 133. The Company adopted   
SFAS No. 133 and SFAS No. 138 effective January 1, 2001. The adoption of SFAS   
No. 133 and SFAS No. 138 did not have a material effect on the Company's        
consolidated financial position or results of operations.                       

   In April 2001, the Emerging Issues Task Force ("EITF") issued Topic D-96,
"Accounting for Management Fees Based on a Formula." This pronouncement provides
guidance on revenue recognition under arrangements that contain                 
performance-based incentive fees that are not finalized until the end of a      
period of time specified in the arrangement and gives the Company the option to 
recognize the related revenue at the end of the contract year or alternatively  
recognize revenue due at any point in time as if the contract were terminated at
the given reporting period date. The Company will adopt this pronouncement      
beginning January 1, 2002. The Company does not anticipate that this will have a
material impact on its consolidated financial position or results of operations.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

    In June 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS
No. 141"), and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No.  
142"). SFAS No. 141 requires that all business combinations be accounted for by 
the purchase method and that intangible assets acquired in a business           
combination be recognized as assets apart from goodwill. SFAS No. 142 requires  
that goodwill and intangible assets that have indefinite useful lives not be    
amortized but be tested at least annually for impairment. Intangible assets that
have finite useful lives will continue to be amortized over their useful lives. 
SFAS No. 141 became effective for all business combinations initiated after June
30, 2001 and for all business combinations accounted for by the purchase method 
for which the date of acquisition is July 1, 2001 or later. The provisions of   
SFAS No. 142 are effective for fiscal years beginning after December 15, 2001.  

     SFAS No. 141 has been adopted by the Company effective July 1, 2001 and has
not had a material impact on the Company's consolidated financial position or   
results of operations. The Company will adopt the provisions of SFAS No. 142    
beginning in the first quarter of 2002. The full impact of adoption of the      
provisions of SFAS No. 142 is yet to be determined; however, annual amortization
expense recorded in 2001 related to goodwill and intangible assets was $60.1    
million and $18.4 million, respectively. SFAS No. 142 also contains certain     
transition provisions that apply to acquisitions completed after June 30, 2001. 
The adoption of the transition provisions has not had a material effect on the  
Company's consolidated financial position or results of operations.             

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset     
Retirement Obligations" ("SFAS No. 143"), which is effective for fiscal years   
beginning after June 15, 2002. SFAS No. 143 requires that the fair value of an  
asset retirement obligation be recognized in the period in which it is incurred 
if a reasonable estimate of fair value of the obligation can be made. The       
adoption of the provisions of SFAS No. 143 is not expected to have a material   
effect on the Company's consolidated financial position or results of           
operations.                                                                     

In August 2001, the FASB issued SFAS No. 144, "Accounting for the     
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which is         
effective for fiscal years beginning after December 15, 2001. SFAS No. 144      
addresses financial accounting and reporting for the impairment of long-lived   
assets (excluding goodwill) or assets to be disposed of. The adoption of SFAS   
No. 144 is not expected to have a material effect on the Company's consolidated 
financial position or results of operations.                                    

In November 2001, the EITF issued Topic D-103, "Income Statement      
Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses        
Incurred." This pronouncement provides guidance on the accounting treatment in  
the income statement for reimbursements received for out-of-pocket expenses     
incurred, and is effective for all financial reporting periods beginning after  
December 15, 2001. The Company is currently in the process of quantifying the   
financial impact of the application of this pronouncement on its revenues and   
will adopt the provisions of this pronouncement beginning in the first quarter  
of 2002. The adoption of its provisions will have no impact on the Company's    
consolidated financial position. Beginning in 2002, the Company's statement of  
operations will include a gross revenue and cost of sales account, however this 
will have no impact on the Company's net income.                                

3.  ACQUISITIONS                                                                

 All acquisitions have been accounted for under the purchase method. The
results of operations of the acquired businesses are included in the            
consolidated financial statements from the dates of the acquisition.            

  On January 27, 2000, the shareholders of Leo Burnett approved a business
combination with MacManus to create Bcom3 and on January 31, 2000, the business 
combination occurred. Pursuant to the business combination, all of Leo Burnett's
approximately 9.5 million outstanding shares were exchanged for the same number 
of shares in Bcom3; MacManus' shareholders exchanged approximately 700,000      
outstanding shares for approximately 6.0 million shares of Bcom3 based on an    
exchange ratio of 8.6:1. For accounting purposes, Leo Burnett was deemed to be  
the acquirer principally because of the greater number of Bcom3 shares          

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expected to be received by the stockholders of Leo Burnett. The purchase price  
plus the liabilities assumed exceeded the fair value of the tangible assets and 
identified intangible assets acquired by approximately $1,240 million           
(goodwill). The goodwill is being amortized over a period of 25 years on a      
straight-line basis.                                                            

    During 2001 and 2000, the Company acquired other advertising and marketing
communications services businesses or interests in other advertising and        
marketing communications services businesses for total cash consideration of    
$75.2 million and $32.8 million, respectively. These acquisitions were accounted
for under the purchase method and have been included in the Company's           
consolidated results of operations since the date of acquisition. The historical
and pro forma impact of these individual acquisitions on 2001 and 2000 results, 
respectively, were not significant.                                             

    Certain acquisitions completed in 2001 and 2000 require payments in future
years to the former owners of the acquired companies based on the acquired      
companies' future revenue and/or profits, as defined in the acquisition         
agreements. In 2001 and 2000, the Company recorded $8.0 million and $29.2       
million, respectively, as additional purchase price or compensation expense     
related to acquisitions.                                                        

4.  FAIR VALUE OF FINANCIAL INSTRUMENTS                                         

     The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments as of December 31, 2001 and 2000 (in     
thousands):                                                                     

                                                        [Enlarge/Download Table]

                                                    2001                   2000         
                                            ---------------------  ---------------------
                                            CARRYING               CARRYING             
                                             AMOUNT    FAIR VALUE   AMOUNT    FAIR VALUE
                                            --------   ----------  --------   ----------
                                                                                        
Cash and cash equivalents.................. $227,735    $227,735   $598,159    $598,159 
Investments                                                                             
  Equity in marketable securities..........    1,138       1,138      3,134       3,134 
  Equity investments including goodwill....   51,985      51,985     94,947      94,947 
Short-term borrowings......................   39,393      39,393     39,826      39,826 
Long-term debt.............................   15,466      15,466    446,504     446,504 
Foreign exchange contracts.................       23          23       (256)       (256)

    The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate  
that value:                                                                     

Cash and cash equivalents                                                   

    Cash and cash equivalents consist primarily of short-term interest bearing
highly liquid investments. The fair value of cash and cash equivalents          
approximated carrying value due to the short-term maturity of these instruments.

Investments                                                                 

  The fair market value of equity in marketable securities is based on the
market prices for the last day of the period if the investment trades on quoted 
exchanges. Unrealized gains and losses on these investments are included as a   
separate component of stockholder's equity, net of any related tax effect. For  
non-traded investments, fair value is estimated based on the underlying value of
the investment.                                                                 

Short-term borrowings                                                       

    The fair value of short-term borrowings approximated carrying value due to
the short-term maturity of these instruments.                                   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Long-term debt                                                              

   The Company's long-term debt was a combination of floating and fixed rate
debt and equipment lease obligations, the carrying value of which approximated  
fair value.                                                                     

Foreign exchange contracts                                                  

    The estimated fair values of derivative positions represent the net amount
required to terminate the positions, taking into consideration market rates and 
counterparty credit risk.                                                       

5. CONCENTRATION OF CREDIT RISK                                                 

The Company's largest customer, Procter & Gamble, accounted for       
approximately 12.7% and 12.0% of revenues for the years ended December 31, 2001 
and 2000, respectively, and 7.5% and 9.0% of accounts receivable balances at    
December 31, 2001 and 2000, respectively. The Company's second largest customer,
Philip Morris, accounted for approximately 11.2% and 9.0% of revenues for the   
years ended December 31, 2001 and 2000, respectively, and 6.9% and 7.0% of      
accounts receivable balances at December 31, 2001 and 2000, respectively.       

    Credit risk represents the accounting loss that would be recognized at the
reporting date if counter-parties failed to perform as contracted. The Company  
performs regular credit reviews of customers. Allowances are maintained for     
potential credit losses. To date, such losses have been within the Company's    
expectations and allowances for doubtful accounts are adequate to cover         
foreseeable credit risk losses.                                                 

6. SEGMENT INFORMATION                                                          

The Company's wholly and partially-owned businesses operate within the
advertising and marketing communications services operating segment. All of     
these services fall within one reportable segment as defined in SFAS No. 131,   
"Disclosures about Segments of an Enterprise and Related Information."          

A summary of the Company's revenues and property and equipment by     
geographic area as of December 31, 2001 and 2000 is as follows (in thousands):  

                                                                [Download Table]

                        UNITED                ASIA     LATIN                       
                        STATES     EUROPE   PACIFIC   AMERICA    OTHER     TOTAL   
                      ----------  --------  --------  --------  -------  ----------
                                                                                   
Revenue                                                                            
  2001............... $1,017,347  $554,125  $183,266  $121,826  $40,779  $1,917,343
  2000...............    954,847   519,661   189,189   135,413   34,617   1,833,727
Property and                                                                       
equipment, net                                                                     
  2001............... $  288,987  $ 59,398  $ 15,256  $  9,967  $ 2,834  $  376,442
  2000...............    270,148    55,493    13,795     9,972    3,286     352,694

7. INVESTMENTS IN AFFILIATES                                                    

Investments in affiliated companies are accounted for using the equity
method of accounting when the Company has a 20% to 50% ownership interest and   
exercises significant influence over the operating and financial policies of the
affiliate. All other investments are generally accounted for under the cost     
method.                                                                         

    The Company's equity in the net (loss) income of these affiliates amounted
to a loss of $0.5 million and income of $3.9 million for the years ended        
December 31, 2001 and 2000, respectively. The Company's equity in the net       
tangible assets of these affiliated companies was approximately $18.3 million   
and $32.6 million as of December 31, 2001 and 2000, respectively. In addition,  
the excess of acquisition costs over the fair value of                          

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tangible net assets acquired was approximately $33.7 million and $62.4 million  
as of December 31, 2001 and 2000, respectively. These excess acquisition costs  
are being amortized on a straight-line basis over periods of up to 25 years. In 
2001 and 2000, the Company disposed of shares held in certain affiliates. The   
resulting impact of these disposals was not material to the 2001 and 2000       
consolidated results of operations or financial position.                       

8.  RESTRUCTURING & OTHER SPECIAL CHARGES AND NONRECURRING CHARGE               

As part of the Company's operational initiatives related to the merged
operations of Leo Burnett and MacManus, the Company incurred $20.3 million of   
restructuring and other special charges during 2001 related to the streamlining 
of certain of the Company's businesses. These charges include costs associated  
with severance, fixed asset impairments, leasehold consolidations, and other    
related costs of $5.3 million, $3.6 million, $10.5 million and $0.9 million,    
respectively. Of these amounts, approximately $3.3 million, $2.9 million, $10.5 
million and $0.6 million related to severance, fixed asset impairments,         
leasehold consolidations and other related costs, respectively, remain as of    
December 31, 2001.                                                              

  The costs, liabilities and activity during 2001 for these charges are as
follows (in thousands):                                                         

                                                        [Enlarge/Download Table]

                                                             DEDUCTIONS                      
                                                      -------------------------              
                               BALANCE                   APPLIED                   BALANCE   
                             DECEMBER 31,  ADDITIONS     AGAINST                 DECEMBER 31,
                                 2000      EXPENSED   RELATED ASSETS   PAYMENTS      2001    
                             ------------  ---------  --------------   --------  ------------
                                                                                             
Severance...................      $--       $ 5,283        $ --         $1,996     $ 3,287   
Fixed asset impairments.....      --          3,603         726             --       2,877   
Leasehold consolidations....      --         10,519          --             --      10,519   
Other related costs.........      --            847          --            271         576   
                                  --        -------        ----         ------     -------   
  Totals....................      $--       $20,252        $726         $2,267     $17,259   
                                  ==        =======        ====         ======     =======   

 In connection with the business combination, Leo Burnett terminated its
employee loan program. This program guaranteed bank loans to employees to allow 
the employees to purchase Leo Burnett's common stock. Leo Burnett extended an   
offer to its shareholders with loans outstanding under the employee loan program
to redeem a number of shares of common stock sufficient to retire the amount of 
outstanding borrowings under these loans. Related to this redemption offer, the 
Company recognized a nonrecurring compensation charge of $71.9 million in 2000. 
This charge was equal to the difference in the book value and cash to be paid   
for the shares offered for redemption. There is no tax benefit associated with  
this charge.                                                                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

9.  PROPERTY AND EQUIPMENT                                                      

Property and equipment and the related accumulated depreciation and   
amortization as of December 31, 2001 and 2000 are summarized as follows (in     
thousands):                                                                     

                                                                [Download Table]

                                                               2001        2000    
                                                             ---------   --------- 
                                                                                   
Furniture and equipment..................................... $ 249,720   $ 222,172 
Building....................................................   196,671     194,887 
Land........................................................    17,698      16,987 
Leasehold improvements......................................   141,743     118,169 
Software....................................................    79,762      43,400 
Other.......................................................    16,862      17,289 
                                                             ---------   --------- 
  Total cost................................................   702,456     612,904 
Accumulated depreciation and amortization...................  (326,014)   (260,210)
                                                             ---------   --------- 
  Property and equipment, net............................... $ 376,442   $ 352,694 
                                                             =========   ========= 

  Depreciation and amortization expense for property and equipment totaled
$70.6 million and $57.5 million in 2001 and 2000, respectively.                 

10.  INCOME TAXES                                                               

The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 applies an asset   
and liability approach that requires the recognition of deferred tax assets and 
liabilities with respect to the expected future tax consequences of events that 
have been recognized in the consolidated financial statements and tax returns.  

    Income (loss) before income taxes and the income taxes for the years ended
December 31, 2001 and 2000 consisted of the amounts as shown below (in          
thousands):                                                                     

                                                                [Download Table]

                                                               2001       2000   
                                                             --------   -------- 
                                                                                 
Income (loss) before income taxes:                                               
  Domestic.................................................. $ 31,665   $(48,768)
  International.............................................   78,844     54,160 
                                                             --------   -------- 
     Total.................................................. $110,509   $  5,392 
                                                             ========   ======== 
Income taxes:                                                                    
Current:                                                                         
  Federal................................................... $ 27,782   $ 37,429 
  State and local...........................................    3,658      8,293 
  International.............................................   31,268     31,057 
                                                             --------   -------- 
                                                               62,708     76,779 
                                                             --------   -------- 
Deferred:                                                                        
  Federal...................................................   (2,843)    (8,403)
  State and local...........................................     (408)      (686)
  International.............................................   13,456     (1,047)
                                                             --------   -------- 
                                                               10,205    (10,136)
                                                             --------   -------- 
     Total.................................................. $ 72,913   $ 66,643 
                                                             ========   ======== 

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  The Company's effective income tax rate for the years ended December 31,
2001 and 2000, varied from the statutory federal income tax rate as a result of 
the following factors:                                                          

                                                                [Download Table]

                                                              2001    2000   
                                                              ----   ------- 
                                                                             
Statutory federal income tax rate...........................  35.0%     35.0%
State and local taxes on income, net of federal income tax                   
  benefit...................................................   1.9      91.7 
Impact of international tax rate differential...............   6.6     276.2 
Nondeductible goodwill amortization.........................  18.1     363.0 
Nonrecurring charge.........................................    --     466.6 
Other.......................................................   4.4       3.4 
                                                              ----   ------- 
Effective rate..............................................  66.0%  1,235.9%
                                                              ====   ======= 

  Deferred income taxes are provided for the temporary differences between
the financial reporting bases and tax bases of the Company's assets and         
liabilities. Deferred tax benefits result primarily from recording certain      
expenses in the financial statements, which are not currently deductible for tax
purposes. Deferred tax liabilities result primarily from the recording of       
intangible assets, the deferred gain on the sale-leaseback transaction and the  
recognition of income upon the change from cash to accrual basis reporting for  
tax purposes.                                                                   

  Net deferred tax benefits (liabilities) as of December 31, 2001 and 2000
consisted of the amounts shown below (in thousands):                            

                                                                [Download Table]

                                                               2001       2000   
                                                             --------   -------- 
                                                                                 
Tax loss/foreign tax credits carryovers..................... $ 28,386   $ 21,997 
Allowance for doubtful accounts.............................    9,689     10,233 
Employee compensation and benefit plans.....................   59,988     68,263 
Other accrued expenses......................................   22,429     16,067 
Goodwill and intangible assets..............................   (8,565)   (16,364)
Rent........................................................   13,882     11,250 
Real estate joint venture...................................    4,566      4,425 
Foreign exchange............................................    3,189       (774)
Accounting method change....................................   (1,953)    (4,597)
Deferred gain on sale-leaseback.............................   (9,996)   (10,686)
Other.......................................................    5,199       (652)
                                                             --------   -------- 
Sub-total...................................................  126,814     99,162 
Less: valuation allowance...................................  (25,781)   (24,308)
                                                             --------   -------- 
  Total..................................................... $101,033   $ 74,854 
                                                             ========   ======== 

    The Company has recorded deferred tax benefits as of December 31, 2001 and
2000 of $109.9 million and $93.1 million, respectively, which are net of        
valuation allowances of $25.8 million and $24.3 million for the comparative     
periods, respectively. The Company has recorded deferred tax liabilities as of  
December 31, 2001 and 2000 of $8.9 million and $18.3 million, respectively.     
Deferred tax benefits were recorded for foreign net operating loss              
carryforwards, which were predominantly offset by valuation allowances due to   
the uncertainty of realizing the future tax benefits. As of December 31, 2001,  
there were net operating loss carryforwards of $75.8 million with various       
expiration periods and foreign tax credit carryforwards of $4.4 million, which  
expire in 2006 if unused.                                                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 Net current deferred tax benefits as of December 31, 2001 and 2000 were
$28.1 million and $19.2 million, respectively, of which $32.2 million and $22.5 
million are included in prepaid expenses and other assets and $4.1 million and  
$3.3 million is included in accrued expenses and other payables for the         
comparative periods, respectively. Net non-current deferred tax benefits as of  
December 31, 2001 and 2000 were $72.9 million and $55.6 million of which $77.7  
million and $70.4 million are included in other assets, $0.0 million and $0.2   
million are included in accumulated other comprehensive loss and $4.8 million   
and $15.0 million are included in other long-term liabilities for the           
comparative periods, respectively. The Company has concluded that it is probable
that the Company will be able to realize these net deferred tax benefits in     
future periods.                                                                 

The cumulative undistributed earnings of the Company's international  
operations totaled approximately $92.7 million as of December 31, 2001. The     
Company has made a provision for the additional taxes on the earnings of the    
international subsidiaries that will be distributed. Income taxes have not been 
provided on the remaining undistributed earnings of international subsidiaries  
because these earnings are considered to be permanently invested or will not be 
repatriated unless any additional federal income taxes would be offset by       
foreign tax credits.                                                            

11.  SHORT-TERM BORROWINGS AND LINES OF CREDIT                                  

Short-term borrowings of $39.4 million and $39.8 million existed as of
December 31, 2001 and 2000, respectively. Short-term borrowings consisted       
principally of amounts borrowed under domestic and international bank overdraft 
facilities and lines of credit used for local working capital purposes. The     
weighted average interest rates on outstanding short-term borrowings as of      
December 31, 2001 and 2000 were 6.0% and 7.3%, respectively. The fair value of  
short-term borrowings approximated carrying value due to the short-term maturity
of these instruments.                                                           

 In August 2001, MacManus and DMB&B USA, Inc., a subsidiary of MacManus,
entered into the Second Amended and Restated Credit Agreement ("Second Amended  
Credit Agreement"). The Second Amended Credit Agreement includes a $200.0       
million revolving credit facility (facility A), which includes a $100.0 million 
swing line to provide overnight borrowing capabilities and is committed through 
July 2004. This Second Amended Credit Agreement also includes a $150.0 million  
revolving credit facility (facility B) which is committed through July 2002. The
Second Amended Credit Agreement is cross-guaranteed by Leo Burnett and Leo      
Burnett USA, Inc.                                                               

 In August 2001, Leo Burnett entered into the First Amended and Restated
Credit Agreement ("First Amended Credit Agreement"). The First Amended Credit   
Agreement is comprised of a $100.0 million revolving credit facility, which     
included a $50.0 million swing line to provide overnight borrowing capabilities 
and is committed through July 2004. The First Amended Credit Agreement is       
cross-guaranteed by MacManus and DMB&B USA, Inc.                                

     The interest rate on both the Second Amended Credit Agreement and the First
Amended Credit Agreement is set as a margin over LIBOR. This margin is          
structured to reduce when certain consolidated indebtedness ratios are achieved.
As of December 31, 2001, there were no short-term borrowings outstanding under  
these agreements.                                                               

Both the Second Amended Credit Agreement and the First Amended Credit 
Agreement contain financial covenants regarding the ratio of total consolidated 
indebtedness and gross interest expense to cash flow. In addition, these credit 
agreements contain certain restrictive covenants including restrictions on      
liens. All covenant compliance calculations are made on a combined MacManus and 
Leo Burnett basis and had been met as of year end. As of December 31, 2001 and  
2000, subsidiaries of the Company also had unsecured lines of credit of $275.5  
million and $251.3 million, respectively, of which $236.1 million and $211.5    
million were unused as of the respective dates.                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

12.  LONG-TERM DEBT                                                             

   Long-term debt consists of the following as of December 31, 2001 and 2000
(in thousands):                                                                 

                                                                [Download Table]

                                                               2001       2000  
                                                              -------   --------
                                                                                
Term debt payable to banks in installments with maturities                      
  through 2003. The average interest rate on outstanding                        
  principal as of December 31, 2000 was 7.9%................  $    --   $435,000
Notes payable to financing company, weighted average                            
  interest rate of 7.0% and 9.0%, as of December 31, 2001                       
  and 2000, respectively, payable in monthly installments                       
  through 2004..............................................    7,139      3,377
Notes payable to banks by foreign subsidiaries at applicable                    
  banks' base lending rates 2.5% to 18.0% and 4.1% to 19.4%                     
  as of December 31, 2001 and 2000, respectively, payable in                    
  varying installments through 2003.........................    1,141      2,636
Notes payable to former stockholders, variable interest 3.7%                    
  and 7.7% as of December 31, 2001 and 2000, respectively,                      
  payable in varying installments...........................    7,186      5,491
                                                              -------   --------
                                                               15,466    446,504
Less, current portion.......................................    6,016     57,376
                                                              -------   --------
Long-term debt..............................................  $ 9,450   $389,128
                                                              =======   ========

AGGREGATE MATURITIES ON LONG-TERM DEBT ARE AS FOLLOWS (IN THOUSANDS):           

                                                                [Download Table]


                                                                     
2002........................................................   $6,016
2003........................................................    9,051
2004........................................................      125
2005........................................................       24
2006........................................................       26
Thereafter..................................................      224

13.  FINANCIAL INSTRUMENTS AND MARKET RISK                                      

     The Company selectively utilizes derivative financial instruments solely to
reduce certain market risks, including the impact of currency rate changes.     
These hedging activities are limited in volume and confined to the management of
specific interest rate and foreign exchange risks. Senior management actively   
participates in the quantification, monitoring, and control of all significant  
risks.                                                                          

As of December 31, 2001 and 2000, the Company had open forward foreign
currency contracts for approximately $11.0 million and $18.0 million,           
respectively to hedge certain known foreign currency assets and liabilities.    

 The Company enters into forward foreign exchange contracts primarily to
hedge certain intercompany payables and receivables typically deemed to be      
short-term in nature. The forward contract terms are typically six months or    
less in duration and structured to facilitate the payment of the intercompany   
obligation with the resulting gain or loss included in the basis of the         
transaction upon settlement. When the underlying intercompany obligation is     
long-term in nature a hedge may be used to equalize the interest rate           
differential. In these instances a one-year forward contract is entered into.   
Counterparty risk is managed by entering into arrangements of this nature with  
relationship banks, which are known to have strong credit ratings.              

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

14.  COMMITMENTS AND CONTINGENCIES                                              

   The Company is obligated under a number of operating lease agreements for
office space, office equipment, computers, and automobiles. Generally, office   
space leases require the payment of base rents plus escalations for increases in
building operating costs and real estate taxes. Rent expense under these leases 
amounted to $102.0 million and $76.3 million in 2001 and 2000, respectively.    
Expense under operating leases, principally for office equipment, amounted to   
$25.0 million and $26.7 million in 2001 and 2000, respectively. Minimum lease   
payments to outside parties under all non-cancelable operating leases having    
initial or remaining terms in excess of one year as of December 31, 2001        
(excluding future minimum lease payments relating to the sale-leaseback         
transaction) are as follows (in thousands):                                     

                                                                [Download Table]


                                                                      
2002........................................................   $92,423
2003........................................................    84,464
2004........................................................    72,819
2005........................................................    66,629
2006........................................................    63,027
Thereafter..................................................   250,391

The Company is party to certain legal proceedings incidental to its   
business. While it is not feasible to predict or determine the final outcome of 
these proceedings, management does not believe that the outcome will have a     
material effect on the Company's consolidated financial position, results of    
operations, or cash flows.                                                      

15.  SALE-LEASEBACK TRANSACTION                                                 

In 1987, Leo Burnett constructed an office building that served as its
corporate headquarters. During 1997, Leo Burnett contributed its corporate      
headquarters to a joint venture (the "Venture") substantially owned by Starwood 
Capital Group, L.L.C. and the John Buck Company. In exchange for its            
contribution, Leo Burnett acquired a 3.6% interest in the Venture, and the      
Venture assumed Leo Burnett's building mortgage debt of $219.5 million. In      
conjunction with this transaction, Leo Burnett entered into a 15-year lease for 
the portion of the building that it occupies. This transaction was accounted for
as a financing lease, with the building and the building mortgage debt          
obligation continuing to be reflected in the Company's financial statements. The
Company's only continuing obligation is its annual lease payments shown below   
since the Venture has fully assumed the building mortgage debt. In addition, the
operating results of the Venture are included in the Company's accompanying     
consolidated statements of operations, with the 96.4% interest not owned by the 
Company reflected as minority interest expense.                                 

Significant accounting policies of the Venture are as follows:        

  - Rental income is recognized on a straight-line basis over the terms of
the respective leases.                                            

- Depreciation expense is provided on a straight-line basis over the  
      estimated useful lives of the depreciable assets, which range from 10 to
40 years for buildings and improvements and three to 15 years for 
furniture and equipment.                                          

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As mentioned above, the Company has a continuing obligation for annual lease    
payments. In 2001 and 2000, the lease payment was $10.1 million and $9.8        
million, respectively. The Company's remaining future minimum lease payments as 
of December 31, 2001 are as follows (in thousands):                             

                                                                [Download Table]


                                                                      
2002........................................................   $10,341
2003........................................................    10,600
2004........................................................    10,865
2005........................................................    10,703
2006........................................................    10,970
Thereafter..................................................    71,828

16.  MANDATORILY REDEEMABLE STOCK                                               

   Each owner of the Company's Class A common stock has entered into a stock
purchase agreement with the Company. The Company's Class A common stock is      
referred to as "Mandatorily redeemable stock" in these Consolidated Financial   
Statements, due to the repurchase features described below. All of Leo Burnett's
9,491,560 outstanding shares were exchanged for an equal number of the Company's
shares in the business combination. MacManus stockholders exchanged 695,492     
MacManus shares for 5,981,100 of the Company's shares in the business           
combination. At the time of the business combination, the Mandatorily redeemable
stock was deemed to have a value of $115.38 per share. During the eleven-month  
period ended December 31, 2000, Bcom3 repurchased 69,713 shares of Mandatorily  
redeemable stock at prices ranging from $1.17 per share to $3.63 per share, and 
from $20.09 per share to $22.55 per share for the former stockholders of        
MacManus and Leo Burnett, respectively. During the year ended December 31, 2001,
Bcom3 repurchased 152,613 shares of Mandatorily redeemable stock at prices      
ranging from $3.63 per share to $6.25 per share, and from $22.55 per share to   
$25.17 per share for the former stockholders of MacManus and Leo Burnett,       
respectively. Under the stock purchase agreements, in the event an individual   
owner of Mandatorily redeemable stock ceases to be an employee, the Company will
generally repurchase his or her shares at a specified formula price based on the
Per Share Book Value of the Company's common stock at the time of the           
repurchase. In certain circumstances, however, including death, permanent       
disability, or termination without cause, former employees (or their heirs or   
devisees) are allowed to become continuing owners for up to ten additional years
before such repurchase occurs. The Company generally pays cash for repurchased  
shares at the time of the repurchase. Redemption amounts relating to the stock  
purchase agreements are included in "Mandatorily redeemable stock" in the       
accompanying consolidated balance sheets.                                       

    The Per Share Book Value as of any date equals the Starting Per Share Book
Value plus or minus Per Share Book Value Changes through such date. The Starting
Per Share Book Value is either (a) $20.09 for shares of Mandatorily redeemable  
stock that the former stockholders of Leo Burnett acquired on January 31, 2000; 
or (b) $1.17 for shares of Mandatorily redeemable stock that the former         
stockholders of MacManus acquired on January 31, 2000; or (c) the actual        
purchase price for any shares of Mandatorily redeemable stock that a stockholder
acquired after January 31, 2000. Per Share Book Value Changes are calculated    
based on the consolidated net income (or loss) per Share of Bcom3 (treating     
shares of Mandatorily redeemable stock and shares of Class B common stock as a  
single class of shares for this purpose), from January 31, 2000 (or, in the case
of shares acquired after January 31, 2000, the date of such acquisition) through
the date of determination, but reduced by dividends and adjusted to eliminate   
(1) nonrecurring items (net of taxes), including but not limited to gains or    
losses on sales of securities, real estate, business units or other assets      
outside the ordinary course of business, (2) any changes as a result of the     
application of purchase accounting to the business combination of Leo Burnett   
and MacManus into subsidiaries of the Company and (3) any charges arising from  
issuances or repurchases of equity at prices other than book value. Per Share   
Book Value Changes during any period of less than a full year are determined by 
pro ration (or another method selected by the Company).                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

All components of comprehensive income have been allocated between the
Class A common stockholders (Mandatorily redeemable stock) and the Class B      
common stockholders based on proportional ownership, except for items (1), (2)  
and (3) discussed above as provided for in the stock purchase agreement.        

  Transaction activity in the equity accounts pertaining to Class A common
stockholders, other than items described in the preceding paragraph, are        
allocable to Mandatorily redeemable stock except for items (1), (2) and (3)     
discussed above. Transaction activity in the equity accounts pertaining to Class
B common stockholders, other than items described in the preceding paragraph,   
remains in the respective equity accounts.                                      

17.  RETIREMENT AND POSTRETIREMENT PLANS                                        

The Company maintains retirement plans covering substantially all U.S.
employees and certain foreign employees. Some of these are defined benefit      
pension plans ("Defined Benefit Pensions") which require disclosure of assets   
and obligations and others are defined contribution plans which by definition   
have assets equal to liabilities and therefore the Company shows only the annual
expense associated with such plans. During the fourth quarter of 2001 the       
Company's domestic retirement plans were amended to provide a cash balance      
benefit formula for service after January 1, 2002. This amendment reduced the   
benefit obligation for the domestic retirement plans by approximately $24.7     
million, primarily because plan benefits for service rendered through December  
31, 2001 are no longer affected by future salary increases.                     

  The Company also provides certain healthcare and life insurance benefits
("Postretirement Plans") to certain retired U.S. employees. Employees hired by  
MacManus before January 1, 1993 may be eligible for certain postretirement life 
insurance and medical benefits depending on years of service and other          
requirements. Employees hired by Leo Burnett before January 1, 2002 may be      
eligible for certain postretirement medical benefits depending on years of      
service and other requirements.                                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

     The changes in the assets and benefit obligations and the reconciliation of
the Company's Defined Benefit Pensions and Postretirement Plans in the          
accompanying consolidated balance sheets as of December 31, 2001 and 2000 were  
as follows (in thousands):                                                      

                                                        [Enlarge/Download Table]

                                                     DEFINED BENEFIT PENSIONS                                     
                                                  ------------------------------                POSTRETIREMENT    
                                                         U.S.                NON-U.S.                PLANS        
                                                  -------------------   -------------------   ------------------- 
                                                    2001       2000       2001       2000       2001       2000   
                                                  --------   --------   --------   --------   --------   -------- 
                                                                                                                  
Change in benefit obligation --                                                                                   
  Benefit obligation at beginning of year........ $156,725   $ 52,118   $ 92,873   $ 46,129   $ 24,892   $ 16,225 
  Acquisitions...................................       --     93,191         10     50,138         --      5,484 
  Divestitures...................................       --         --        (86)        --         --         -- 
  Service cost...................................   11,378     10,741      2,714      3,078        459        453 
  Interest cost..................................   11,371     10,559      5,167      5,044      1,837      1,804 
  Benefits and lump sums paid....................  (13,539)    (7,900)    (3,861)    (3,377)    (2,708)    (2,242)
  Participant contributions......................       --         --        502        525        827        683 
  Effect of exchange rates.......................       --         --     (2,928)    (4,126)        --         -- 
  Actuarial loss (gain)..........................   11,077     (1,984)    (4,242)    (4,571)     2,589      2,485 
  Special termination benefits...................       --         --         --         --        288         -- 
  Curtailments...................................   (1,230)        --         --         (5)       238         -- 
  Plan amendments................................  (24,666)        --      1,652         38         --         -- 
                                                  --------   --------   --------   --------   --------   -------- 
  Benefit obligation at end of year.............. $151,116   $156,725   $ 91,801   $ 92,873   $ 28,422   $ 24,892 
                                                  ========   ========   ========   ========   ========   ======== 
Change in plan assets --                                                                                          
  Fair value at beginning of year................ $158,067   $ 87,649   $ 70,913   $ 45,862   $     --   $     -- 
  Acquisitions...................................       --     82,353         --     27,732         --         -- 
  Actual return on assets........................  (19,842)   (10,871)    (6,503)       488         --         -- 
  Company contributions..........................    9,333      6,836      5,849      3,585      1,881      1,559 
  Benefits and lump sums paid....................  (13,539)    (7,900)    (3,861)    (3,377)    (2,708)    (2,242)
  Participant contributions......................       --         --        502        525        827        683 
  Effect of exchange rates.......................       --         --     (2,055)    (3,902)        --         -- 
                                                  --------   --------   --------   --------   --------   -------- 
  Fair value of plan assets at end of year....... $134,019   $158,067   $ 64,845   $ 70,913   $     --   $     -- 
                                                  ========   ========   ========   ========   ========   ======== 
  Fair value of plan assets (less) greater than                                                                   
    benefit obligation........................... $(17,097)  $  1,342   $(26,956)  $(21,960)  $(28,422)  $(24,892)
  Unrecognized net actuarial loss (gain).........   30,547    (13,345)     6,136     (1,201)    (6,434)    (9,652)
  Unrecognized prior service costs...............  (24,637)      (528)       547        512         --         -- 
  Unrecognized transition obligation (asset).....   (2,963)    (3,704)        28         31      9,694     11,433 
                                                  --------   --------   --------   --------   --------   -------- 
  Net amount recognized.......................... $(14,150)  $(16,235)  $(20,245)  $(22,618)  $(25,162)  $(23,111)
                                                  ========   ========   ========   ========   ========   ======== 
Amounts recognized in the consolidated balance                                                                    
  sheets consist of:                                                                                              
  Prepaid benefit cost........................... $ 12,024   $  8,594   $  2,000   $  1,422   $     --   $     -- 
  Accrued benefit liability......................  (27,958)   (26,203)   (27,228)   (24,901)   (25,162)   (23,111)
  Intangible asset...............................    1,175      1,340         15         15         --         -- 
  Accumulated other comprehensive income.........      609         34      4,968        846         --         -- 
                                                  --------   --------   --------   --------   --------   -------- 
  Net amount recognized.......................... $(14,150)  $(16,235)  $(20,245)  $(22,618)  $(25,162)  $(23,111)
                                                  ========   ========   ========   ========   ========   ======== 

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

    Defined Benefit Pensions with accumulated benefit obligations in excess of
plan assets consist of the following as of December 31, 2001 and 2000 (in       
thousands):                                                                     

                                                        [Enlarge/Download Table]

                                                                   DEFINED BENEFIT PENSIONS       
                                                             -------------------------------------
                                                                   U.S.              NON-U.S.     
                                                             -----------------   -----------------
                                                              2001      2000      2001      2000  
                                                             -------   -------   -------   -------
                                                                                                  
Accumulated benefit obligation.............................. $27,630   $25,573   $53,379   $53,314
Projected benefit obligation................................ $27,630   $25,573   $53,887   $53,696
Plan assets at fair value................................... $    --   $    --   $26,545   $28,678

The components of net periodic benefit costs for the Defined Benefit  
Pensions and Postretirement Plans for the years ended December 31, 2001 and 2000
are as follows (in thousands):                                                  

                                                        [Enlarge/Download Table]

                                    DEFINED BENEFIT PENSIONS                           
                             ---------------------------------------   POSTRETIREMENT  
                                    U.S.               NON-U.S.             PLANS      
                             -------------------   -----------------   --------------- 
                               2001       2000      2001      2000      2001     2000  
                             --------   --------   -------   -------   ------   ------ 
                                                                                       
Service cost for benefits                                                              
  earned during the year.... $ 11,378   $ 10,741   $ 2,714   $ 3,078   $  459   $  453 
Interest cost on projected                                                             
  benefit obligation........   11,371     10,559     5,167     5,044    1,837    1,804 
Expected return on plan                                                                
  assets....................  (13,057)   (14,504)   (5,130)   (5,041)      --       -- 
Amortization of transition                                                             
  (asset) obligation........     (741)      (741)        1         2      897      968 
Recognized actuarial (gain)                                                            
  loss......................       83     (1,510)        1        (2)    (391)    (382)
Amortization of prior                                                                  
  service cost..............     (469)      (101)       94        85       --       -- 
                             --------   --------   -------   -------   ------   ------ 
Net periodic benefit cost...    8,565      4,444     2,847     3,166    2,802    2,843 
Curtailment (gain) loss.....   (1,317)        --        --        --      842       -- 
Special termination benefit                                                            
  charge....................       --         --        --        --      288       -- 
Defined contribution cost...   11,772     18,058     3,040     2,989       --       -- 
                             --------   --------   -------   -------   ------   ------ 
  Total retirement cost..... $ 19,020   $ 22,502   $ 5,887   $ 6,155   $3,932   $2,843 
                             ========   ========   =======   =======   ======   ====== 

     The weighted average assumptions used in determining the benefit obligation
as of December 31, 2001 and 2000 are:                                           

                                                        [Enlarge/Download Table]

                                               DEFINED BENEFIT PENSIONS                   
                                               -------------------------   POSTRETIREMENT 
                                                  U.S.        NON-U.S.          PLANS     
                                               -----------   -----------   ---------------
                                               2001   2000   2001   2000    2001     2000 
                                               ----   ----   ----   ----   ------   ------
                                                                                          
Discount rate................................. 7.25%  7.75%  5.69%  5.75%   7.25%    7.75%
Expected rate of future compensation                                                      
  increases...................................  N/A   5.78%  4.08%  4.14%    N/A      N/A 

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The weighted average assumptions used in determining the net periodic 
benefit costs for the years ended December 31, 2001 and 2000 are:               

                                                        [Enlarge/Download Table]

                                                 DEFINED BENEFIT PLANS                    
                                               -------------------------   POSTRETIREMENT 
                                                  U.S.        NON-U.S.          PLANS     
                                               -----------   -----------   ---------------
                                               2001   2000   2001   2000    2001     2000 
                                               ----   ----   ----   ----   ------   ------
                                                                                          
Discount rate................................. 7.75%  7.68%  5.75%  5.76%   7.75%    7.87%
Expected rate of future compensation                                                      
  increases................................... 5.50%  5.78%  4.14%  4.12%    N/A      N/A 
Expected long-term rate on plan assets........ 9.00%  8.74%  7.30%  7.31%    N/A      N/A 

   The Company also sponsors a non-qualified pension plan for which payments
are discretionary. No payments were made and no liability exists as of the year 
ended December 31, 2001. The amount paid and the liability as of the year ended 
December 31, 2000 was $0.7 million and $1.4 million, respectively.              

 As of December 31, 2001, the medical inflation rates were assumed to be
10%, gradually declining to 5% in 2007, and remaining at that rate thereafter. A
one-percentage-point increase in the medical inflation rate would increase the  
accumulated postretirement benefit obligation as of December 31, 2001 by        
approximately $3.3 million and increase the net periodic benefit cost by $0.3   
million. A one-percentage-point decrease in the medical inflation rate would    
decrease the accumulated postretirement benefit obligation as of December 31,   
2001 by approximately $2.6 million and decrease the net periodic benefit cost by
approximately $0.3 million.                                                     

18. STOCK OPTIONS                                                               

    The Company has adopted the Bcom3 2000 Long-Term Equity Incentive Plan and
the Bcom3 2001 California Stock Option Plan (collectively, the "Plans"), amended
and restated as of January 1, 2001 and adopted as of January 1, 2001,           
respectively. These Plans permit the Company to grant incentive or non-         
qualified stock options, stock appreciation rights (either alone or in tandem   
with stock options), restricted stock, performance awards, or any combination of
the foregoing, covering up to 1,606,617 shares of Class A Common Stock in the   
aggregate.                                                                      

During 2001, the Company granted stock options to approximately 920   
employees of the Company and its subsidiaries, giving such individuals the right
to acquire 1,052,521 shares of Class A common stock, primarily at an exercise   
price of $130. Such options generally vest and become exercisable cumulatively, 
25% on the two year anniversary of the effective date, 50% on the three year    
anniversary of the effective date, 75% on the four year anniversary of the      
effective date, and 100% on the five year anniversary of the effective date,    
subject to earlier forfeiture or vesting in certain prescribed circumstances.   
The options will expire on the ten year anniversary of the effective date if not
previously exercised or forfeited.                                              

The Company has adopted SFAS No. 123, "Accounting for Stock-Based     
Compensation" ("SFAS No. 123"), and in accordance with its provisions, the      
Company applies APB Opinion No. 25, and related interpretations, in accounting  
for the Plan. If the Company had elected to recognize compensation expense based
upon the fair value at the grant date for awards under the Plans consistent with
the methodology prescribed by SFAS No. 123, the Company's net income would have 
been decreased by $4.0 million for the year ended December 31, 2001, and the    
basic and diluted net loss per Class B common share would be increased by $0.93 
for the year ended December 31, 2001.                                           

  These SFAS No. 123 pro forma amounts may not be representative of future
disclosures since the estimated fair value of stock options is amortized to     
expense over the vesting period, and additional options may by granted in future
years. The weighted average fair value of options granted during 2001 was       
$42.99.                                                                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The fair value for these options was estimated at the date of grant using the   
Black-Scholes option-pricing model with the following assumptions for the year  
ended December 31, 2001:                                                        

                                                                [Download Table]

                                                                   2001     
                                                              --------------
                                                                            
Expected option term........................................     5 years    
Risk-Free interest rate.....................................  3.66% - 4.94% 
Dividend yield..............................................       0.0%     
Expected volatility.........................................  27.0% - 28.4% 

   As the Company does not have a publicly traded market for its securities,
it does not yet have sufficient information to make a reasonable assumption as  
to the expected volatility of its common stock price in the future. As a result,
the assumption in the table above reflects the expected volatility of stock     
prices of entities similar to the Company.                                      

    The Black-Scholes option-pricing model was developed for use in estimating
the weighted average fair value of traded options that have no vesting          
restrictions and are fully transferable. Because the Company's employee stock   
options have characteristics significantly different than those of traded       
options, and because changes in subjective input assumptions can materially     
affect the fair value estimate, in management's opinion, the existing model does
not necessarily provide a reliable single measure of the fair value of the      
employee stock options.                                                         

                                                                [Download Table]

                          OPTIONS OUTSTANDING              OPTIONS EXERCISABLE  
                 -------------------------------------   -----------------------
                    NUMBER                                  NUMBER              
                 OUTSTANDING     WEIGHTED     WEIGHTED   EXERCISABLE    WEIGHTED
                    AS OF         AVERAGE     AVERAGE       AS OF       AVERAGE 
   RANGE OF      DECEMBER 31,   CONTRACTUAL   EXERCISE   DECEMBER 31,   EXERCISE
EXERCISE PRICES      2001          LIFE        PRICE         2001        PRICE  
---------------  ------------   -----------   --------   ------------   --------
                                                                                
$115.38 - $130     911,716      9.07 years    $129.44       45,456      $118.74 

19. RELATED PARTY TRANSACTIONS                                                  

     In January 2000, before the business combination in which Bcom3 was formed,
a subsidiary of MacManus sold a portion of its shareholdings in a majority-owned
subsidiary called Novo MediaGroup to 25 managers of MacManus and its operating  
units in return for consideration consisting of cash and non-recourse promissory
notes. In March 2001, the Company notified all of these managers that it was    
offering to rescind the original transaction, in order to regain majority       
ownership and control of Novo MediaGroup, and also in order to avoid certain    
potential disputes with the managers. All 25 of the managers accepted the       
rescission offer, with the result that each manager's original cash             
consideration was refunded and each promissory note was cancelled. For all 25   
managers as a group, the total cash refunded and the total principal amount of  
the cancelled notes were each $10.7 million.                                    

20. SUBSEQUENT EVENTS                                                           

  During 2002, the Company has adopted change in control agreements for 14
key executives. Under the agreements, if the executive's employment is          
terminated without "Cause" or upon a "Constructive Discharge" (as such terms are
defined in the agreements) within the period beginning 90 days prior to a change
in control and ending on the third anniversary of such change in control (an    
"Eligible Termination"), the executive will be entitled to certain cash payments
depending on the date of termination together with accelerated vesting of any   
otherwise unvested benefits. In addition, in the event of an Eligible           
Termination, the executive may continue to participate in all company-sponsored 
employee benefit plans for up to 3 years depending on the date employment is    
terminated. The Company does not expect that the amount ultimately required to  
be paid under these agreements in connection with the proposed merger with      
Publicis Groupe S.A. ("Publicis") described below would have a material impact  
on the Company's results of operations or cash flow.                            

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

During February 2002, the Company granted options to purchase 843,900 
shares of Class A Common Stock at an exercise price of $130 per share to        
approximately 400 employees.                                                    

  On February 18, 2002, the Board of Directors declared a cash dividend of
$.25 per share of Common Stock. This dividend is payable by March 18, 2002 to   
holders of our Common Stock as of February 18, 2002.                            

   On March 7, 2002, Bcom3 entered into two merger agreements, both of which
are related to the Company's proposed merger with Publicis.                     

   The first merger agreement is with Dentsu Inc. ("Dentsu"). This agreement
provides for the merger of Boston Three Corporation, a wholly-owned subsidiary  
of Bcom3, into Bcom3 (the "First Step Merger"). In this merger, (1) Dentsu will 
pay approximately $498.7 million in cash to holders of the Company's Class A    
Common Stock, (2) Dentsu will receive additional shares of the Company's Class B
Common Stock and (3) the number of shares held by holders of Class A Common     
Stock will be correspondingly reduced. The closing of the First Step Merger is  
conditioned, among other things, on approval by Bcom3's stockholders and        
satisfaction of the conditions to closing of the merger of Publicis and Bcom3   
(other than the condition that the First Step Merger has closed).               

   The second merger agreement is with Publicis. This agreement provides for
the merger of Bcom3 into a wholly-owned subsidiary of Publicis (the             
"Publicis/Bcom3 Merger"). In this merger, holders of the Company's Class A      
Common Stock and Class B Common Stock will be entitled to receive ordinary      
shares of Publicis and other merger consideration, as described for each Class  
in the merger agreement. The closing of the Publicis/Bcom3 Merger is            
conditioned, among other things, on approval by stockholders of Bcom3 and       
Publicis, regulatory approvals, receipt of opinions as to the tax treatment of  
the merger, and the closing of the First Step Merger. Certain Publicis          
stockholders representing about 45% of the voting power of all Publicis shares, 
and certain Bcom3 stockholders representing about 31% of the voting power of all
Bcom3 shares, have agreed to vote in favor of the Publicis/Bcom3 Merger. The    
merger agreement provides for a $90.0 million termination fee to be paid by     
either company if the merger agreement is terminated in certain circumstances,  
including if such company's Board of Directors changes its recommendation with  
respect to the transaction or if such company receives a competing proposal and,
after the merger agreement terminates for certain reasons, such company agrees  
to a business combination with a third party within 12 months of the            
termination.                                                                    

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QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) 

The following table sets forth a summary of the Company's unaudited   
quarterly results of operations for the years ended December 31, 2001 and 2000, 
in thousands of dollars except for per share amounts:                           

                                                        [Enlarge/Download Table]

                                             FIRST      SECOND     THIRD      FOURTH  
                                            --------   --------   --------   -------- 
                                                                                      
Revenue                                                                               
  2001..................................... $447,220   $479,891   $456,609   $533,623 
  2000..................................... $380,788   $469,945   $434,262   $548,732 
Income (loss) before income taxes                                                     
  2001..................................... $ 17,385   $ 30,781   $ 23,522   $ 38,821 
  2000..................................... $(48,419)  $ 25,483   $  6,576   $ 21,752 
Income taxes                                                                          
  2001..................................... $ 13,298   $ 21,724   $ 15,369   $ 22,522 
  2000..................................... $ 15,183   $ 17,737   $ 12,127   $ 21,596 
Income (loss) after income taxes                                                      
  2001..................................... $  4,087   $  9,057   $  8,153   $ 16,299 
  2000..................................... $(63,602)  $  7,746   $ (5,551)  $    156 
Minority interests                                                                    
  2001..................................... $ (2,179)  $ (4,086)  $ (1,570)  $ (3,138)
  2000..................................... $ (1,855)  $ (2,771)  $ (2,328)  $ (1,334)
Equity in (loss) income of affiliates                                                 
  2001..................................... $    666   $   (526)  $ (1,916)  $  1,234 
  2000..................................... $    664   $  2,181   $  2,591   $ (1,510)
Net income (loss)                                                                     
  2001..................................... $  2,574   $  4,445   $  4,667   $ 14,395 
  2000..................................... $(64,793)  $  7,156   $ (5,288)  $ (2,688)
Net loss per common share--                                                           
  Basic and Diluted                                                                   
  2001..................................... $  (3.11)  $  (2.89)  $  (2.93)  $  (2.42)
  2000..................................... $ (97.71)  $  (2.88)  $  (3.51)  $  (3.38)

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BCOM3 GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS 
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                               JUNE 30,    DECEMBER 31,
                                                                 2002          2001    
                                                              -----------  ------------
                                                              (UNAUDITED)              
                                                                                       
                                         ASSETS                                        
Current Assets:                                                                        
  Cash and cash equivalents.................................  $  257,280    $  227,735 
  Accounts receivable (less allowance for doubtful accounts                            
     of $45,935 and $39,055, respectively)..................   1,958,161     1,649,273 
  Production expenditures billable to clients...............     189,340       213,527 
  Prepaid expenses and other assets.........................     123,358       105,309 
                                                              ----------    ---------- 
     Total Current Assets...................................   2,528,139     2,195,844 
Property and equipment......................................     736,448       702,456 
Less: Accumulated depreciation and amortization.............     359,169       326,014 
                                                              ----------    ---------- 
  Property and equipment, net...............................     377,279       376,442 
Goodwill (less accumulated amortization of $115,473 and                                
  $120,607, respectively)...................................   1,382,201     1,304,723 
Intangibles (less accumulated amortization of $37,191 and                              
  $35,816, respectively)....................................      40,179        50,555 
Other.......................................................     188,220       178,875 
                                                              ----------    ---------- 
     Total Assets...........................................  $4,516,018    $4,106,439 
                                                              ==========    ========== 
                          LIABILITIES AND STOCKHOLDER'S EQUITY                         
Current Liabilities:                                                                   
  Trade accounts payable....................................  $2,050,701    $1,760,177 
  Short-term borrowings.....................................      68,426        39,393 
  Current portion of long-term debt.........................       7,977         6,016 
  Accrued expenses and other payables.......................     560,269       531,913 
                                                              ----------    ---------- 
     Total Current Liabilities..............................   2,687,373     2,337,499 
Long-term debt..............................................       8,032         9,450 
Real estate finance obligation..............................     183,171       187,714 
Deferred compensation and accrued retirement benefits.......     110,883       110,309 
Other long-term liabilities.................................     102,781       105,286 
Deferred rent...............................................      31,868        31,358 
                                                              ----------    ---------- 
                                                                 436,735       444,117 
Minority interest...........................................      20,555        18,047 
Commitments and contingencies...............................                           
Mandatorily redeemable stock................................     360,619       301,494 
Stockholder's equity:                                                                  
  Common Stock, Class B, $.01 par value, 10,000,000 shares                             
     authorized, 4,286,123 and 4,284,248 shares issued and                             
     outstanding at June 30, 2002 and December 31, 2001,                               
     respectively...........................................          43            43 
  Additional paid-in capital................................   1,213,269     1,187,279 
  Retained deficit..........................................    (172,865)     (174,048)
  Accumulated other comprehensive loss......................      (4,691)       (7,605)
                                                              ----------    ---------- 
                                                               1,035,756     1,005,669 
  Unearned compensation.....................................     (25,020)         (387)
                                                              ----------    ---------- 
     Total Stockholder's Equity.............................   1,010,736     1,005,282 
                                                              ----------    ---------- 
     Total Liabilities and Stockholder's Equity.............  $4,516,018    $4,106,439 
                                                              ==========    ========== 

The accompanying Notes to Consolidated Condensed Financial Statements are an
integral part of these statements.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                SIX MONTHS ENDED     
                                                                    JUNE 30,         
                                                             ----------------------- 
                                                                2002         2001    
                                                             ----------   ---------- 
                                                                                     
REVENUES.................................................... $  932,375   $  927,111 
OPERATING EXPENSES:                                                                  
  Compensation and employee benefits........................    560,556      567,916 
  Other general expenses....................................    153,772      153,428 
  Office and related expenses...............................     75,313       70,999 
  Depreciation and amortization.............................     35,849       32,272 
  Amortization of goodwill and intangible assets............      7,600       38,990 
  Restructuring charge......................................         --        3,248 
                                                             ----------   ---------- 
     Total operating expenses...............................    833,090      866,853 
OPERATING INCOME............................................     99,285       60,258 
OTHER INCOME (EXPENSE):                                                              
  Interest income...........................................      5,154       13,165 
  Interest expense..........................................    (11,523)     (25,232)
  Foreign currency gain (loss)..............................      1,688          (24)
                                                             ----------   ---------- 
     Total other expense....................................     (4,681)     (12,091)
                                                             ----------   ---------- 
INCOME BEFORE INCOME TAXES..................................     94,604       48,167 
INCOME TAXES................................................     35,985       35,022 
                                                             ----------   ---------- 
INCOME AFTER INCOME TAXES...................................     58,619       13,145 
MINORITY INTEREST...........................................     (6,247)      (6,265)
EQUITY IN INCOME (LOSS) OF AFFILIATES.......................      1,864          139 
                                                             ----------   ---------- 
NET INCOME.................................................. $   54,236   $    7,019 
                                                             ==========   ========== 

EARNINGS (LOSS) PER COMMON SHARE:                                                    
NET INCOME.................................................. $   54,236   $    7,019 
Exclude:                                                                             
  Net income allocable to Mandatorily redeemable Class A                             
     common shares..........................................    (48,158)     (32,728)
                                                             ----------   ---------- 
Income (loss) allocable to Class B common shares............ $    6,078   $  (25,709)
                                                             ==========   ========== 
Weighted average Class B common shares outstanding..........  4,284,921    4,278,281 
                                                             ==========   ========== 
EARNINGS (LOSS) PER CLASS B COMMON SHARE                                             
  Basic and Diluted......................................... $     1.42   $    (6.01)
                                                             ==========   ========== 

The accompanying Notes to Consolidated Condensed Financial Statements are an
integral part of these statements.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(IN THOUSANDS)
(UNAUDITED) 

                                                                [Download Table]

                                                                SIX MONTHS ENDED    
                                                                    JUNE 30,        
                                                              --------------------- 
                                                                2002        2001    
                                                              ---------   --------- 
                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES                                                
  Net income................................................  $  54,236   $   7,019 
  Reconciliation of net income to net cash provided by                              
     operating activities:                                                          
     Depreciation and amortization..........................     43,449      71,262 
     Provision for doubtful accounts........................        510       2,856 
     Restructuring and other special charges................     (4,152)      2,448 
     Net loss on divestments................................         --       1,137 
     Dividends in excess of earnings in affiliates..........      2,299       1,611 
     Minority interest......................................      6,247       6,265 
  Changes in operating assets and liabilities, net of                               
     effects from acquisitions:                                                     
     (Increase) Decrease in accounts receivable.............   (232,460)     36,272 
     Decrease (Increase) in production expenditures billable                        
      to clients............................................     27,203     (70,864)
     Increase (Decrease) in trade accounts payable..........    211,742    (144,015)
     Decrease in accrued expenses and other payables........     (8,153)   (133,881)
     Increase (Decrease) in deferred compensation and                               
      accrued retirement benefits...........................        172     (11,910)
     Increase in accrued income taxes.......................      7,734       5,209 
     Decrease in prepaid expenses and other current                                 
      assets................................................       (569)     26,475 
     (Increase) Decrease in other assets....................      1,778      18,847 
                                                              ---------   --------- 
       Net Cash Provided (Used) in Operating Activities.....    110,036    (181,269)
                                                              ---------   --------- 
CASH FLOWS FROM INVESTING ACTIVITIES                                                
  Business acquisitions, net of cash acquired...............    (59,890)    (27,226)
  Expenditures for property and equipment...................    (32,013)    (35,695)
                                                              ---------   --------- 
       Net Cash Used in Investing Activities................    (91,903)    (62,921)
                                                              ---------   --------- 
CASH FLOWS FROM FINANCING ACTIVITIES                                                
  Dividends paid to minority stockholders...................     (4,629)     (5,688)
  Dividends paid on Common Stock............................     (4,894)     (4,919)
  Proceeds from short-term borrowings.......................     25,058     104,117 
  Proceeds from long-term debt..............................     26,950       6,326 
  Repayment of long-term debt...............................    (32,121)    (58,890)
  Proceeds from sales of Common Stock.......................        244       1,300 
  Redemptions of Common Stock...............................       (226)     (1,801)
  Other.....................................................      1,046          -- 
                                                              ---------   --------- 
       Net Cash Provided by Financing Activities............     11,428      40,445 
                                                              ---------   --------- 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH                                    
  EQUIVALENTS...............................................        (16)     (1,718)
                                                              ---------   --------- 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........     29,545    (205,463)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................    227,735     598,159 
                                                              ---------   --------- 
CASH AND CASH EQUIVALENTS, END OF PERIOD....................  $ 257,280   $ 392,696 
                                                              =========   ========= 
SUPPLEMENTAL CASH FLOW INFORMATION                                                  
Income taxes paid...........................................  $  24,519   $  15,278 
                                                              =========   ========= 
Interest paid...............................................  $   5,022   $  12,731 
                                                              =========   ========= 

The accompanying Notes to Consolidated Condensed Financial Statements are an
integral part of these statements.

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION                                                       

     1.  The consolidated condensed interim financial statements included herein
have been prepared by Bcom3 Group, Inc. ("Bcom3" or the "Company"), without     
audit, pursuant to the rules and regulations of the Securities and Exchange     
Commission. Certain information and footnote disclosures normally included in   
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such   
rules and regulations.                                                          

2.  These statements reflect all adjustments, consisting of normal    
recurring accruals, which in the opinion of management are necessary for a fair 
presentation, in all material respects, of the information contained therein.   
These consolidated condensed financial statements should be read in conjunction 
with the consolidated financial statements for the year ended December 31, 2001 
and notes thereto included in the Company's Form 10-K.                          

3.  Results of operations for interim periods are not necessarily     
indicative of annual results.                                                   

 4.  Basic and diluted earnings (loss) per common share is calculated by
dividing net income, reduced by $48.2 million of income allocable to Mandatorily
redeemable stock for the six months ended June 30, 2002 and by $32.7 million for
the comparable period in 2001, by the weighted average number of Class B common 
shares outstanding during each respective period. For the six months ended June 
30, 2002, the weighted average number of Class B common shares used in the basic
and diluted earnings (loss) per common share calculation is 4,284,921 and       
4,278,281 for the comparable period in 2001.                                    

5.  Certain reclassifications have been made in the 2001 financial    
statements to conform to the 2002 presentation.                                 

2.  COMPREHENSIVE INCOME                                                        

A summary of increases (decreases) in stockholder's equity that do not
result directly from transactions with share owners, net of income taxes, is as 
follows (in thousands):                                                         

                                                                [Download Table]

                                                              SIX MONTHS ENDED  
                                                                  JUNE 30,      
                                                             ------------------ 
                                                              2002       2001   
                                                             -------   -------- 
                                                                                
Net income.................................................. $54,236   $  7,019 
Unrealized loss on investments (net of tax benefits of $12                      
  and $278, respectively)...................................     (22)      (516)
Foreign currency translation gain (loss) (net of tax                            
  (expense) benefits of $(4,737) and $5,155,                                    
  respectively).............................................  13,329    (16,633)
                                                             -------   -------- 
Comprehensive income (loss)................................. $67,543   $(10,130)
                                                             =======   ======== 

An analysis of the changes in accumulated other comprehensive loss    
(income), net of income taxes, is as follows (in thousands):                    

                                                                [Download Table]

                                                               2002       2001   
                                                             --------   -------- 
                                                                                 
Accumulated other comprehensive loss as of January 1........ $ (7,605)  $ (3,858)
Unrealized (loss) on investments (net of tax (expense)                           
  benefits of $12 and $278, for the six months ended,                            
  respectively).............................................      (22)      (516)
Foreign currency translation gain (loss) (net of tax                             
  (expense) benefits of $(4,737) and $5,155 for the six                          
  months ended, respectively)...............................   13,329    (16,633)
Allocation to Mandatorily redeemable stock..................  (10,393)    13,423 
                                                             --------   -------- 
Accumulated other comprehensive loss as of June 30.......... $ (4,691)  $ (7,584)
                                                             ========   ======== 

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED) 

3.  SEGMENT INFORMATION                                                         

The Company's wholly and partially-owned businesses operate within the
advertising and marketing communications services operating segment. All of     
these services fall within one reportable segment as defined in Statement of    
Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of 
an Enterprise and Related Information."                                         

A summary of the Company's revenues and property and equipment by     
geographic area as of and for the six months ended June 30, 2002 and 2001 is as 
follows (in thousands):                                                         

                                                        [Enlarge/Download Table]

                                UNITED              ASIA     LATIN                    
                                STATES    EUROPE   PACIFIC  AMERICA   OTHER    TOTAL  
                               --------  --------  -------  -------  -------  --------
                                                                                      
Revenues                                                                              
Six months ended June 30,                                                             
  2002........................ $503,812  $261,741  $93,387  $53,573  $19,862  $932,375
  2001........................ $499,334  $258,916  $89,881  $59,211  $19,769  $927,111
Property and equipment, net                                                           
As of June 30,                                                                        
  2002........................ $278,319  $ 62,003  $23,096  $11,113  $ 2,748  $377,279
  2001........................ $278,528  $ 48,959  $14,860  $10,629  $ 3,081  $356,057

4.  MERGER AGREEMENTS                                                           

   On March 7, 2002, Bcom3 entered into two merger agreements, both of which
are related to the Company's proposed merger with Publicis Groupe S.A.          
("Publicis").                                                                   

   The first merger agreement is with Dentsu Inc. ("Dentsu"). This agreement
provides for the merger of Boston Three Corporation, a wholly-owned subsidiary  
of Bcom3, into Bcom3 (the "First Step Merger"). In this merger, (1) Dentsu will 
pay approximately $498.7 million in cash to holders of the Company's Class A    
Common Stock, (2) Dentsu will receive additional shares of the Company's Class B
Common Stock and (3) the number of shares held by holders of Class A Common     
Stock will be correspondingly reduced. The closing of the First Step Merger is  
conditioned, among other things, on approval by Bcom3's stockholders and        
satisfaction of the conditions to closing of the merger of Publicis and Bcom3   
(other than the condition that the First Step Merger has closed).               

   The second merger agreement is with Publicis. This agreement provides for
the merger of Bcom3 into a wholly-owned subsidiary of Publicis (the             
"Publicis/Bcom3 Merger"). In this merger, holders of the Company's Class A      
Common Stock and Class B Common Stock will be entitled to receive ordinary      
shares of Publicis and other merger consideration, as described for each Class  
in the merger agreement. The closing of the Publicis/Bcom3 Merger is            
conditioned, among other things, on approval by stockholders of Bcom3 and       
Publicis, regulatory approvals, receipt of opinions as to the tax treatment of  
the merger, and the closing of the First Step Merger. Certain Publicis          
stockholders representing about 45% of the voting power of all Publicis shares, 
and certain Bcom3 stockholders representing about 31% of the voting power of all
Bcom3 shares, have agreed to vote in favor of the Publicis/Bcom3 Merger. The    
merger agreement provides for a $90.0 million termination fee to be paid by     
either company if the merger agreement is terminated in certain circumstances,  
including if such company's Board of Directors changes its recommendation with  
respect to the transaction or if such company receives a competing proposal and,
after the merger agreement terminates for certain reasons, such company agrees  
to a business combination with a third party within 12 months of the            
termination.                                                                    

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED) 

5.  RESTRUCTURING AND OTHER SPECIAL CHARGES                                     

As part of the Company's operational initiatives related to the merged
operations of Leo Burnett and MacManus, the Company incurred $20.3 million of   
restructuring and other special charges during 2001 related to the streamlining 
of certain of the Company's businesses in the United States, Europe and         
Australia. These charges included costs associated with severance, leasehold    
consolidations, fixed asset impairments, and other related costs of $5.3        
million, $10.5 million, $3.6 million and $0.9 million, respectively. Of these   
amounts, accruals of approximately $0.9 million, $8.8 million and $0.6 million  
related to severance, leasehold consolidations and other related costs,         
respectively, remain as of June 30, 2002.                                       

   The severance charges represent costs incurred to sever approximately 300
employees in the aforementioned markets. Of these employees, approximately 250, 
25 and 25 were employed in the United States, Europe and Australia,             
respectively. As of June 30, 2002, approximately 280 of the 300 employees had   
already been terminated. Leasehold consolidations represents charges incurred in
these markets to exit certain locations as a result of merger-related decisions,
relocations or office closures. Fixed asset impairments and other related costs 
represent leasehold improvement impairments and other costs incurred as a result
of the decision to exit these locations.                                        

    The opening balances, activity during 2002 and remaining liabilities as of
June 30, 2002 for these charges are as follows (in thousands):                  

                                                        [Enlarge/Download Table]

                                                                  DEDUCTIONS                  
                                                           -------------------------          
                                    BALANCE                   APPLIED                 BALANCE 
                                  DECEMBER 31,  ADDITIONS     AGAINST                 JUNE 30,
                                      2001      EXPENSED   RELATED ASSETS   PAYMENTS    2002  
                                  ------------  ---------  --------------   --------  --------
                                                                                              
Severance........................   $ 3,287       $  --        $  --         $2,404   $   883 
Leasehold consolidations.........    10,519          --           --          1,748     8,771 
Other related costs..............       576          --           --             --       576 
                                    -------       -----        -----         ------   ------- 
     Totals......................   $14,382       $  --        $  --         $4,152   $10,230 
                                    =======       =====        =====         ======   ======= 

6.  GOODWILL                                                                    

 The changes in the carrying amount of goodwill for the six months ended
June 30, 2002, are as follows (in thousands):                                   

                                                                [Download Table]
                                                                        
Balance as of January 1, 2002...............................  $1,304,723
Goodwill acquired during the six months ended June 30,                  
  2002......................................................      62,061
Currency translation adjustments............................      12,781
Reclassification of workforce from intangible assets, net of            
  deferred tax benefits of $923.............................       2,636
Impairment losses...........................................          --
                                                              ----------
Balance as of June 30, 2002.................................  $1,382,201
                                                              ==========

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED) 

7.  INTANGIBLE ASSETS                                                           

     For the six months ended June 30, 2002, the Company's acquisitions resulted
in increases in goodwill and intangible assets of $62.1 million and $0.7        
million, respectively. As of June 30, 2002 and December 31, 2001, other         
intangibles consisted of the following (in thousands):                          

                                                        [Enlarge/Download Table]

                                              JUNE 30, 2002                         DECEMBER 31, 2001           
                                  --------------------------------------  --------------------------------------
                                   GROSS                       OTHER       GROSS                       OTHER    
                                  CARRYING   ACCUMULATED    INTANGIBLES,  CARRYING   ACCUMULATED    INTANGIBLES,
                                   AMOUNT    AMORTIZATION       NET        AMOUNT    AMORTIZATION       NET     
                                  --------   ------------   ------------  --------   ------------   ------------
                                                                                                                
Contract-based................... $   964      $    86        $   878     $   268      $    22        $   246   
Customer-related.................  74,716       35,998         38,718      74,688       28,535         46,153   
Other............................   1,690        1,107            583       1,560          963            597   
Assembled workforce..............      --           --             --       9,855        6,296          3,559   
                                  -------      -------        -------     -------      -------        -------   
Other intangibles................ $77,370      $37,191        $40,179     $86,371      $35,816        $50,555   
                                  =======      =======        =======     =======      =======        =======   

AGGREGATE AMORTIZATION EXPENSE (IN THOUSANDS):                                  

                                                                [Download Table]
                                                                   
For the six months ended June 30, 2002....................  $ 7,600

ESTIMATED AMORTIZATION EXPENSE (IN THOUSANDS):                                  

                                                                [Download Table]
                                                                   
For the year ended December 31, 2002......................  $15,200
For the year ended December 31, 2003......................   15,300
For the year ended December 31, 2004......................   15,300
For the year ended December 31, 2005......................    1,600
For the year ended December 31, 2006......................      200

8.  OPTION GRANTS                                                               

     During the first quarter of 2002, the Company granted 858,200 options at an
exercise price of $130.00 per share, a price below fair market value. As a      
result, the Company will be amortizing approximately $25.7 million as a charge  
to income over the vesting period for those options. For the six-month period   
ending June 30, 2002, the Company recorded $1.1 million of compensation expense 
associated with these option grants. The unamortized portion of this charge is  
included in stockholder's equity.                                               

9.  ACQUISITION RELATED OBLIGATIONS                                             

  The Company's acquisition agreements are generally structured to provide
that a portion of the purchase price is measured and paid in future periods. The
amount of the future obligations is determined based on the acquired company's  
financial performance including revenue growth and profitability. The Company   
reflects these future obligations as liabilities in its financial statements at 
the time such amounts become fixed and determinable. As of June 30, 2002, the   
Company estimates that future obligations under such arrangements approximate   
$55.0 million.                                                                  

    Additionally, in certain cases where Bcom3 does not own 100% of an entity,
the Company has entered into agreements with the other shareholder(s) that      
provide them with the right to require Bcom3 to purchase the shares not         
previously sold to Bcom3. These options are exercisable at various points over  
the next several years and the amount of the future obligations is contingent   
upon the acquired company's financial performance including revenue growth and  
profitability. The Company reflects these future obligations as                 

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED) 

liabilities in its financial statements at the time such amounts become fixed   
and determinable. As of June 30, 2002, the Company estimates that if exercised, 
such obligations under these arrangements approximate $45.0 million.            

10.  RECENT ACCOUNTING PRINCIPLES                                               

   In April 2001, the Emerging Issues Task Force ("EITF") issued Topic D-96,
"Accounting for Management Fees Based on a Formula" ("EITF Topic D-96"). This   
pronouncement provides guidance on revenue recognition under arrangements that  
contain performance-based incentive fees that are not finalized until the end of
a period of time specified in the arrangement and gives the Company the option  
to recognize the related revenue at the end of the contract year or             
alternatively recognize revenue due at any point in time as if the contract were
terminated at the given reporting period date. The Company adopted EITF Topic   
D-96 effective January 1, 2002 and has elected to record revenue associated with
such arrangements at the amount that would be due under the formula as of the   
end of the interim reporting period as if the contract was terminated at that   
date. The amount of revenue at risk under such arrangements is not material.    

   Effective July 1, 2001 the Company adopted certain provisions of SFAS No.
141, "Business Combinations" ("SFAS No. 141"), and effective January 1, 2002,   
the Company adopted the full provisions of SFAS No. 141 and SFAS No. 142,       
"Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS No. 141 requires  
business combinations initiated after June 30, 2001 to be accounted for using   
the purchase method of accounting, and broadens the criteria for recording      
intangible assets apart from goodwill. The Company evaluated its goodwill and   
intangibles acquired prior to June 30, 2001 using the criteria set forth in SFAS
No. 141, which resulted in $3.6 million of other intangibles (comprised entirely
of assembled workforce intangibles) being re-characterized into goodwill at     
January 1, 2002. SFAS No. 142 requires that purchased goodwill and certain      
indefinite-lived intangibles no longer be amortized, but instead be tested for  
impairment at least annually. The Company evaluated its intangible assets and   
determined that all such assets have determinable lives.                        

SFAS No. 142 prescribes a two-phase process for impairment testing of 
goodwill. The first phase, which was required to be completed by June 30, 2002, 
screens for impairment; while the second phase (if necessary), required to be   
completed by December 31, 2002, measures the impairment. The Company completed  
its first phase impairment analysis during the current quarter and determined   
that there was no impairment of its recorded goodwill; accordingly, the second  
testing phase, absent future indicators of impairment, is not necessary at this 
time.                                                                           

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED) 

  In accordance with SFAS No. 142, the effect of this accounting change is
reflected prospectively. Supplemental comparative disclosure as if the change   
had been retroactively applied to the prior year period is as follows (in       
thousands, except per share amounts):                                           

                                                                [Download Table]

                                                              SIX MONTHS ENDED  
                                                                  JUNE 30,      
                                                              ----------------- 
                                                               2002      2001   
                                                              -------   ------- 
                                                                                
NET INCOME:                                                                     
Reported net income.........................................  $54,236   $ 7,019 
Goodwill amortization (net of tax benefit of $0 and                             
  $1,806(1), respectively)..................................       --    29,759 
                                                              -------   ------- 
Adjusted net income.........................................  $54,236   $36,778 
                                                              =======   ======= 
BASIC AND DILUTED EARNINGS (LOSS) PER CLASS B COMMON SHARE:                     
Reported basic and diluted earnings (loss) per Class B                          
  common share..............................................  $  1.42   $ (6.01)
Goodwill amortization(1)....................................       --      5.01 
                                                              -------   ------- 
Adjusted basic and diluted earnings (loss) per Class B                          
  common share..............................................  $  1.42   $ (1.00)
                                                              =======   ======= 

---------------                                                                 

(1) Includes $1.6 million, or $0.30 per share, related to amortization of other 
   intangibles that has been re-characterized as goodwill effective January 1,
2002 for the six months ended June 30, 2001.                            

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset     
Retirement Obligations" ("SFAS No. 143"), which is effective for fiscal years   
beginning after June 15, 2002. SFAS No. 143 requires that the fair value of an  
asset retirement obligation be recognized in the period in which it is incurred 
if a reasonable estimate of fair value of the obligation can be made. The       
adoption of the provisions of SFAS No. 143 is not expected to have a material   
effect on the Company's consolidated financial position or results of           
operations.                                                                     

In August 2001, the FASB issued SFAS No. 144, "Accounting for the     
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which is         
effective for fiscal years beginning after December 15, 2001. SFAS No. 144      
addresses financial accounting and reporting for the impairment of long-lived   
assets (excluding goodwill) or assets to be disposed of. The adoption of SFAS   
No. 144 has not had a material effect on the Company's consolidated financial   
position or results of operations.                                              

In November 2001, the EITF released Issue 01-14, "Income Statement    
Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses        
Incurred" ("EITF Issue 01-14"), formerly EITF Topic D-103. This pronouncement   
provides guidance on the accounting treatment in the income statement for       
reimbursements received for out-of-pocket expenses incurred, and is effective   
for all financial reporting periods beginning after December 15, 2001. The      
Company has adopted the provisions of this pronouncement effective January 1,   
2002. Consistent with the provisions of EITF Issue 01-14, approximately $14.8   
million of reimbursed "out-of-pocket" costs have been included in both revenue  
and other general expenses for the six months ended June 30, 2002. Although the 
adoption of this pronouncement has no impact on net income, it results in the   
Company reporting higher revenues with a corresponding increase in other general
expenses. While operating income remains the same, our operating profit margin  
decreased by 0.2% for the six months ended June 30, 2002 as a result of         
adoption. As permitted under the provisions of EITF Issue 01-14, the Company has
not reclassified prior period financial statements due to the impracticability  
of obtaining the information related to 2001 "out-of-pocket" expenses.          

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs     
Associated with Exit or Disposal Activities" ("SFAS No. 146"). This statement,  
which is effective for exit or disposal activities initiated after December 31, 
2002, addresses financial accounting and reporting for costs associated with    
exit or disposal activities. SFAS No. 146 requires companies to record a        
liability for costs associated with an exit or disposal                         

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BCOM3 GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED) 

activity in the period in which the liability is incurred. This differs from    
current practice which requires the liability to be recognized at the date of   
commitment. The adoption of the provisions of SFAS No. 146 is not expected to   
have a material effect on the Company's consolidated financial position or      
results of operations.                                                          

11.  SUBSEQUENT EVENT                                                           

     On July 24, 2002 the Company renewed the $150.0 million, 364 day commitment
portion of The MacManus Group and DMB&B USA, Inc. Second Amended and Restated   
Credit Agreement for another 364 day period until July 23, 2003.                

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PLEASE NOTE THAT THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN   
LLP REPORT AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.                    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of                                   
The Leo Group, Inc.:                                                        

 We have audited the accompanying consolidated balance sheets of The Leo
Group, Inc. (a Delaware corporation) as of December 31, 1999 and 1998, and the  
related consolidated statements of income, shareholders' investment and cash    
flows for each of the three years in the period ended December 31, 1999. These  
consolidated financial statements are the responsibility of the Company's       
management. Our responsibility is to express an opinion on these consolidated   
financial statements based on our audits.                                       

 We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An 
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Leo Group, Inc. as of   
December 31, 1999 and 1998, and the results of their operations and their cash  
flows for each of the three years in the period ended December 31, 1999, in     
conformity with accounting principles generally accepted in the United States.  

                       ARTHUR ANDERSEN LLP

Chicago, Illinois                                                               
March 31, 2000                                                                  

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THE LEO GROUP, INC. 

CONSOLIDATED BALANCE SHEETS 
AS OF DECEMBER 31, 1999 AND 1998
(DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

                                                                [Download Table]

                                                                1999       1998   
                                                              --------   -------- 
                                                                                  
                                     ASSETS                                       
CURRENT ASSETS:                                                                   
  Cash and cash equivalents.................................  $  202.5   $  172.0 
  Accounts receivable (net of allowances of $8.8 in 1999 and                      
    $6.2 in 1998)...........................................     753.1      592.1 
  Billables pending, at cost................................     111.5       85.1 
  Other current assets......................................      74.0       56.8 
  Prepaid taxes, net........................................       1.4        1.8 
                                                              --------   -------- 
    Total current assets....................................   1,142.5      907.8 
PROPERTY AND EQUIPMENT, AT COST:                                                  
  Land......................................................      14.6       14.6 
  Building..................................................     205.0      203.6 
  Furniture and equipment...................................     212.4      186.6 
  Leasehold improvements....................................      75.0       64.8 
  Less: accumulated depreciation and amortization...........    (239.1)    (205.3)
                                                              --------   -------- 
    Net property and equipment..............................     267.9      264.3 
OTHER ASSETS:                                                                     
  Investments...............................................       4.3        5.1 
  Goodwill (net of accumulated amortization)................      49.9       44.9 
  Other long-term assets....................................      98.1       97.8 
  Deferred taxes, net.......................................      38.3       18.1 
                                                              --------   -------- 
    Total other assets......................................     190.6      165.9 
                                                              --------   -------- 
TOTAL ASSETS................................................  $1,601.0   $1,338.0 
                                                              ========   ======== 
                  LIABILITIES AND MANDATORILY REDEEMABLE STOCK                    
CURRENT LIABILITIES:                                                              
  Trade accounts payable....................................  $  700.0   $  493.0 
  Accrued expenses..........................................     144.0      144.2 
  Cash overdraft............................................      96.7       88.7 
  Accrued payroll and benefits..............................      69.5       37.1 
  Current portion of long-term debt.........................       6.0        8.4 
  Notes payable and lines of credit.........................      13.1       43.9 
  Accrued income taxes......................................      14.5       10.8 
  Other current liabilities.................................      44.8       37.5 
                                                              --------   -------- 
    Total current liabilities...............................   1,088.6      863.6 
OTHER LIABILITIES:                                                                
  Reserve for deferred compensation and employee benefits...      45.1       46.7 
  Real estate finance obligation............................     203.4      214.2 
  Long-term debt............................................       2.6        7.8 
  Other long-term liabilities...............................      61.4       50.0 
                                                              --------   -------- 
    Total other liabilities.................................     312.5      318.7 
MINORITY INTEREST...........................................       4.8        4.5 
MANDATORILY REDEEMABLE STOCK, at book value, $.01 par value;                      
  11,000,000 shares authorized at December 31, 1999 and                           
  1998; 10,108,405 shares and 9,203,240 shares issued and                         
  outstanding at December 31, 1999 and 1998, respectively...     195.1      151.2 
                                                              --------   -------- 
TOTAL LIABILITIES AND MANDATORILY REDEEMABLE STOCK..........  $1,601.0   $1,338.0 
                                                              ========   ======== 

The accompanying notes to the consolidated financial statements are an integral 
part of these statements. 

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THE LEO GROUP, INC. 

CONSOLIDATED STATEMENTS OF INCOME 
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(DOLLARS IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                              1999     1998     1997  
                                                             ------   ------   ------ 
                                                                                      
REVENUES:                                                                             
  Commissions and fees earned............................... $912.8   $810.7   $793.9 
  Rental and other income...................................   21.4     20.4     17.4 
                                                             ------   ------   ------ 
     Total revenues.........................................  934.2    831.1    811.3 
OPERATING EXPENSES:                                                                   
  Compensation and employee benefits........................  587.7    533.4    534.2 
  Office and related expenses...............................   76.1     70.1     62.5 
  Depreciation and amortization expense.....................   46.4     37.2     33.3 
  Other general expenses....................................  148.4    144.8    127.6 
                                                             ------   ------   ------ 
     Total operating expenses...............................  858.6    785.5    757.6 
                                                             ------   ------   ------ 
OPERATING INCOME............................................   75.6     45.6     53.7 
OTHER INCOME (EXPENSE):                                                               
  Interest income...........................................    7.9     12.0     11.2 
  Interest expense..........................................  (15.9)   (17.4)   (18.0)
  Foreign currency loss.....................................   (5.6)    (0.7)   (17.2)
                                                             ------   ------   ------ 
     Total other expense....................................  (13.6)    (6.1)   (24.0)
INCOME BEFORE TAXES/MINORITY INTEREST AND EQUITY IN                                   
  AFFILIATES................................................   62.0     39.5     29.7 
PROVISION FOR INCOME TAXES..................................   29.2      9.1      9.3 
                                                             ------   ------   ------ 
INCOME BEFORE MINORITY INTEREST AND EQUITY IN AFFILIATES....   32.8     30.4     20.4 
MINORITY INTEREST EXPENSE, NET OF TAX.......................   (5.4)   (10.1)    (3.4)
EQUITY IN AFFILIATES........................................    1.1      2.4       -- 
                                                             ------   ------   ------ 
NET INCOME.................................................. $ 28.5   $ 22.7   $ 17.0 
                                                             ======   ======   ====== 
UNAUDITED PRO FORMA TAX PROVISION (AS IF A C CORPORATION)...    N/A   $ 14.6   $ 17.0 
                                                             ======   ======   ====== 

The accompanying notes to the consolidated financial statements are an integral 
part of these statements. 

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THE LEO GROUP, INC. 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT 
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997 
(DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

                                                        [Enlarge/Download Table]

                                                          LOANS TO     ACCUMULATED                            ALLOCATION TO
                                     PAR    ADDITIONAL  SHAREHOLDERS      OTHER                                MANDATORILY 
                         NUMBER     VALUE    PAID-IN     FOR STOCK    COMPREHENSIVE  COMPREHENSIVE  RETAINED   REDEEMABLE  
                       OF SHARES    ($.01)   CAPITAL       SALES      INCOME (LOSS)     INCOME      EARNINGS  COMMON STOCK 
                       ----------   ------  ----------  ------------  -------------  -------------  --------  -------------
                                                                                                                           
BALANCE, DECEMBER 31,                                                                                                      
  1996...............   8,501,540    $0.1     $118.3       $(1.0)         $1.4                       $37.6       $(156.4)  
Net income...........                                                                    $17.0        17.0                 
Gain on                                                                                                                    
  investments........                                                      0.1             0.1                             
Foreign currency                                                                                                           
  translation........                                                      2.1             2.1                             
                                                                                         -----                             
Comprehensive                                                                                                              
  income.............                                                                    $19.2                             
                                                                                         =====                             
Stock repurchases....  (1,973,200)     --      (30.9)                                                 (5.0)                
Sales of stock.......   2,376,300      --       37.7                                                                       
Cash dividends                                                                                                             
  ($14.31 per                                                                                                              
  share).............                                                                                (20.0)                
Repayment of loans to                                                                                                      
  shareholders for                                                                                                         
  stock sales........                                        0.4                                                           
Retained earnings                                                                                                          
  allocable to                                                                                                             
  mandatorily                                                                                                              
  redeemable common                                                                                                        
  stock..............                                                                                               (1.4)  
                       ----------    ----     ------       -----          ----                       -----       -------   
BALANCE, DECEMBER 31,                                                                                                      
  1997...............   8,904,640     0.1      125.1        (0.6)          3.6                        29.6        (157.8)  
Net income...........                                                                    $22.7        22.7                 
Gain on                                                                                                                    
  investments........                                                      0.6             0.6                             
Foreign currency                                                                                                           
  translation........                                                     (2.4)           (2.4)                            
                                                                                         -----                             
Comprehensive                                                                                                              
  income.............                                                                    $20.9                             
                                                                                         =====                             
Stock repurchases....  (1,466,000)     --      (24.0)                                                 (2.3)                
Sales of stock.......   1,764,600      --       29.8                                                                       
Capital transfer.....                          (22.2)                                                 22.2                 
Distribution payable                                                                                                       
  ($19.26 per                                                                                                              
  share).............                                                                                (19.1)                
Cash dividends                                                                                                             
  ($10.90 per                                                                                                              
  share).............                                                                                (11.9)                
Retained earnings                                                                                                          
  allocable to                                                                                                             
  mandatorily                                                                                                              
  redeemable common                                                                                                        
  stock..............                                                                                                6.6   
                       ----------    ----     ------       -----          ----                       -----       -------   



                           TOTAL                                                                                           
                       SHAREHOLDERS'                                                                                       
                        INVESTMENT                                                                                         
                       -------------                                                                                       
                                                                                                                           
BALANCE, DECEMBER 31,                                                                                                      
  1996...............      $  --                                                                                           
Net income...........       17.0                                                                                           
Gain on                                                                                                                    
  investments........        0.1                                                                                           
Foreign currency                                                                                                           
  translation........        2.1                                                                                           

Comprehensive                                                                                                              
  income.............                                                                                                      

Stock repurchases....      (35.9)                                                                                          
Sales of stock.......       37.7                                                                                           
Cash dividends                                                                                                             
  ($14.31 per                                                                                                              
  share).............      (20.0)                                                                                          
Repayment of loans to                                                                                                      
  shareholders for                                                                                                         
  stock sales........        0.4                                                                                           
Retained earnings                                                                                                          
  allocable to                                                                                                             
  mandatorily                                                                                                              
  redeemable common                                                                                                        
  stock..............       (1.4)                                                                                          
                           -----                                                                                           
BALANCE, DECEMBER 31,                                                                                                      
  1997...............         --                                                                                           
Net income...........       22.7                                                                                           
Gain on                                                                                                                    
  investments........        0.6                                                                                           
Foreign currency                                                                                                           
  translation........       (2.4)                                                                                          
                           -----                                                                                           
Comprehensive                                                                                                              
  income.............                                                                                                      

Stock repurchases....      (26.3)                                                                                          
Sales of stock.......       29.8                                                                                           
Capital transfer.....         --                                                                                           
Distribution payable                                                                                                       
  ($19.26 per                                                                                                              
  share).............      (19.1)                                                                                          
Cash dividends                                                                                                             
  ($10.90 per                                                                                                              
  share).............      (11.9)                                                                                          
Retained earnings                                                                                                          
  allocable to                                                                                                             
  mandatorily                                                                                                              
  redeemable common                                                                                                        
  stock..............        6.6                                                                                           
                           -----                                                                                           

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                                                        [Enlarge/Download Table]

                                                          LOANS TO     ACCUMULATED                            ALLOCATION TO
                                     PAR    ADDITIONAL  SHAREHOLDERS      OTHER                                MANDATORILY 
                         NUMBER     VALUE    PAID-IN     FOR STOCK    COMPREHENSIVE  COMPREHENSIVE  RETAINED   REDEEMABLE  
                       OF SHARES    ($.01)   CAPITAL       SALES      INCOME (LOSS)     INCOME      EARNINGS  COMMON STOCK 
                       ----------   ------  ----------  ------------  -------------  -------------  --------  -------------
                                                                                                                           
BALANCE, DECEMBER 31,                                                                                                      
  1998...............   9,203,240     0.1      108.7        (0.6)          1.8                        41.2        (151.2)  
Net income...........                                                                    $28.5        28.5                 
Gain on                                                                                                                    
  investments........                                                      0.2             0.2                             
Foreign currency                                                                                                           
  translation........                                                      7.6             7.6                             
                                                                                         -----                             
Comprehensive                                                                                                              
  income.............                                                                    $36.3                             
                                                                                         =====                             
Stock repurchases....    (566,110)     --       (9.9)                                                                      
Sales of stock.......   1,471,275      --       28.0                                                                       
Cash dividends ($0.60                                                                                                      
  per share).........                                                                                 (5.5)                
Increase in loans to                                                                                                       
  shareholders for                                                                                                         
  stock sales........                                       (5.0)                                                          
Retained earnings                                                                                                          
  allocable to                                                                                                             
  mandatorily                                                                                                              
  redeemable common                                                                                                        
  stock..............                                                                                              (43.9)  
                       ----------    ----     ------       -----          ----           -----       -----       -------   
BALANCE, DECEMBER 31,                                                                                                      
  1999...............  10,108,405    $0.1     $126.8       $(5.6)         $9.6                       $64.2       $(195.1)  
                       ==========    ====     ======       =====          ====           =====       =====       =======   



                           TOTAL                                                                                           
                       SHAREHOLDERS'                                                                                       
                        INVESTMENT                                                                                         
                       -------------                                                                                       
                                                                                                                           
BALANCE, DECEMBER 31,                                                                                                      
  1998...............         --                                                                                           
Net income...........       28.5                                                                                           
Gain on                                                                                                                    
  investments........        0.2                                                                                           
Foreign currency                                                                                                           
  translation........        7.6                                                                                           
Comprehensive                                                                                                              
  income.............                                                                                                      
Stock repurchases....       (9.9)                                                                                          
Sales of stock.......       28.0                                                                                           
Cash dividends ($0.60                                                                                                      
  per share).........       (5.5)                                                                                          
Increase in loans to                                                                                                       
  shareholders for                                                                                                         
  stock sales........       (5.0)                                                                                          
Retained earnings                                                                                                          
  allocable to                                                                                                             
  mandatorily                                                                                                              
  redeemable common                                                                                                        
  stock..............      (43.9)                                                                                          
                           -----                                                                                           
BALANCE, DECEMBER 31,                                                                                                      
  1999...............      $  --                                                                                           
                           =====                                                                                           

The accompanying notes to the consolidated financial statements are an integral 
part of these statements. 

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THE LEO GROUP, INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997 
(DOLLARS IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                              1999      1998     1997  
                                                             -------   ------   ------ 
                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES:                                                  
  Net income................................................ $  28.5   $ 22.7   $ 17.0 
  Adjustments to reconcile net income to net cash provided                             
     by operating activities:                                                          
     Depreciation and amortization expense..................    46.4     37.2     33.3 
     Deferred income taxes..................................   (17.5)   (11.7)    (4.7)
     Foreign currency loss..................................     5.6      0.7     17.2 
     Decrease (increase) in assets:                                                    
       Accounts receivable..................................  (161.0)   (22.1)   (36.0)
       Billables pending....................................   (26.4)   (18.8)     1.2 
       Other assets.........................................    (2.8)    10.3     (6.6)
     Increase (decrease) in liabilities:                                               
       Accounts payable and accrued expenses................   262.0     49.5     46.7 
       Other liabilities....................................    (1.7)    (8.3)     0.7 
       Deferred compensation and employee benefits..........    (1.6)    (2.7)     8.4 
                                                             -------   ------   ------ 
          Total adjustments.................................   103.0     34.1     60.2 
                                                             -------   ------   ------ 
          Net cash provided by operating activities.........   131.5     56.8     77.2 
                                                             -------   ------   ------ 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                  
  Capital expenditures......................................   (41.7)   (36.4)   (27.3)
  Sales of investments......................................      --       --      0.6 
  Acquisition of businesses.................................   (45.1)   (42.3)   (20.7)
                                                             -------   ------   ------ 
          Net cash used in investing activities.............   (86.8)   (78.7)   (47.4)
                                                             -------   ------   ------ 
CASH FLOWS FROM FINANCING ACTIVITIES:                                                  
  Collections (issuances) of shareholder loans..............    (5.0)      --      0.4 
  Proceeds from short-term borrowings, net..................     2.9       --       -- 
  Proceeds from issuance of long-term debt..................      --     15.3      8.1 
  Repayments of long-term debt..............................    (7.6)   (11.6)   (15.3)
  Repayment of shareholder notes............................   (19.1)     0.0      0.0 
  Dividends paid............................................    (5.5)   (11.9)   (20.0)
  Sales of stock............................................    28.0     29.8     37.7 
  Redemptions of stock......................................    (9.9)   (26.3)   (35.9)
                                                             -------   ------   ------ 
          Net cash used in financing activities.............   (16.2)    (4.7)   (25.0)
                                                             -------   ------   ------ 
Effect of exchange rates on cash and cash equivalents.......     2.0      1.1     (3.2)
                                                             -------   ------   ------ 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............    30.5    (25.5)     1.6 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................   172.0    197.5    195.9 
                                                             -------   ------   ------ 
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $ 202.5   $172.0   $197.5 
                                                             =======   ======   ====== 
SUPPLEMENTAL CASH FLOW INFORMATION:                                                    
  Interest paid............................................. $  13.0   $ 14.3   $ 15.6 
                                                             =======   ======   ====== 
  Income taxes paid......................................... $  38.6   $ 14.4   $ 12.6 
                                                             =======   ======   ====== 

The accompanying notes to the consolidated financial statements are an integral 
part of these statements. 

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

1.  DESCRIPTION OF BUSINESS AND CORPORATE ORGANIZATION                          

     The Leo Group, Inc. ("The Leo Group" or the "Company") is a holding company
for a global network of marketing and communications operating units that plan, 
create, produce and place numerous forms of communication on behalf of clients  
in a broad spectrum of media including television, radio, newspaper, magazine,  
outdoor and interactive. The Company also provides specialized services to its  
clients including direct marketing, database marketing, interactive and digital 
communications, development and production of merchandising and sales promotion 
programs and materials, health care marketing, public relations, market         
research, new product development and introduction, corporate                   
branding/identification and package design.                                     

The Leo Group was formed on January 1, 1999, when Leo Burnett Company 
("LBCo.") was merged into Leo Burnett Worldwide ("LBW") and renamed The Leo     
Group. The Board of LBCo. approved the merger into LBW through an irrevocable   
Board resolution on December 28, 1998. LBCo. provided marketing and             
communication services within the United States. LBW provided marketing and     
communications services to clients outside the United States.                   

The merger was effected through an exchange of shares in which each   
outstanding share of LBCo. was exchanged for 1.79 shares of LBW Series B common 
stock. In return, LBW received all 555,000 outstanding shares of LBCo.          

In anticipation of the merger, LBCo., by Board resolution effective   
December 28, 1998, transferred all but $0.001 of capital from common stock to   
retained earnings. In addition, LBCo. declared a premerger dividend payable in  
the form of a Promissory Note to each shareholder of record on December 28,     
1998. The Promissory Notes, totaling $19.1 plus accrued interest, were paid in  
full during 1999. The Promissory Notes provide that proceeds from the notes     
shall first be applied to outstanding loans secured by shares of LBCo. and LBW, 
with the balance paid in cash to other holders.                                 

The merger of LBCo. into LBW was accounted for as a reorganization of 
companies under common control. Accordingly, the financial statements for LBCo. 
and LBW have been consolidated for all periods presented at historical cost. As 
a result, all share and per share data has been restated to reflect the exchange
into LBW Series B common stock at 1.79 shares per outstanding share of LBCo.    

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

Principles of Consolidation                                                 

     The consolidated financial statements include the accounts of The Leo Group
and all its controlled subsidiaries. All significant intercompany balances and  
transactions have been eliminated. Acquired businesses are included in the      
results of operations since their acquisition dates. Investments in companies in
which less than a controlling interest is held are accounted for by the equity  
method.                                                                         

Cash and Cash Equivalents                                                   

Cash and cash equivalents are composed of cash and any short-term     
investments with original maturities less than three months. Checks issued but  
not presented to the banks for payment may create negative book cash balances.  
Such negative cash balances are recorded in "Cash overdraft" in the accompanying
consolidated balance sheets.                                                    

Long-Lived Assets                                                           

 Long-lived assets are comprised of property and equipment and goodwill.
Long-lived assets are reviewed for impairment whenever events or changes in     
circumstances indicate that the carrying amount of the asset may not be         
recoverable. An estimate of undiscounted future cash flows produced by the      
asset, or the                                                                   

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

appropriate grouping of assets, is compared to the carrying amount to determine 
whether an impairment exists. If an asset is determined to be impaired, the loss
is measured based on quoted market prices in active markets, if available. If   
quoted market prices are not available, the estimate of fair value is based on  
the best information available, including considering prices for similar assets 
and the results of valuation techniques to the extent available.                

Property and Equipment and Capitalized Software Costs                       

 Property and equipment are stated at cost. Expenditures for repairs and
maintenance are charged to expense as incurred and expenditures for additions   
and improvements that significantly extend the lives of assets are capitalized. 
Upon sale or other retirement of depreciable property, the cost and accumulated 
depreciation are removed from the related accounts and any gain or loss is      
reflected in operations. Depreciation is provided on the straight-line method   
over the estimated useful lives of the depreciable assets, which range from 10  
to 40 years for buildings and improvements, and 3 to 15 years for furniture and 
equipment. Capitalized software costs are amortized on a straight-line basis    
over 7 years. Capitalized software costs include expenditures for purchased     
software and for the design, development and testing of new systems.            
Expenditures for consulting, training, and reengineering efforts are expensed as
incurred. Capitalized hardware costs are depreciated under the                  
sum-of-the-years-digits method over 3 to 5 years. Leasehold improvements are    
amortized over their estimated useful lives or over the terms of the lease,     
whichever is shorter, on a straight-line basis. Depreciation and amortization   
expense totaled $38.1, $31.5 and $31.4 in 1999, 1998 and 1997, respectively.    

Goodwill                                                                    

   The Company generally amortizes goodwill on a straight-line basis over 20
years. Amortization expense totaled $8.3, $5.7 and $1.9 in 1999, 1998 and 1997, 
respectively.                                                                   

Income Taxes                                                                

  The Company uses an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income taxes are provided when tax laws
and financial accounting standards differ with respect to the amount of income  
for a year and the bases of assets and liabilities. Current deferred tax assets 
and liabilities are netted in the consolidated balance sheets as are long-term  
deferred tax assets and liabilities. Taxes are not provided on earnings expected
to be indefinitely reinvested. To the extent tax accruals differ from actual    
payments or assessments, the accruals will be adjusted through the provision for
income taxes.                                                                   

Revenue Recognition                                                         

    Commissions and fees are recognized by the Company when billed to clients.
Billings to clients occur for media advertising at the time of publication or   
presentation to the media audience, except for magazine billings, which occur on
the closing date of the publication. Billings to clients for print, radio and   
television production occur in the month in which costs are incurred or paid, or
at the completion of the job, in accordance with individual client arrangements.
Interactive, direct and promotional marketing and all other services are billed 
as services are rendered.                                                       

Foreign Currency Translation                                                

  Assets and liabilities of the Company's foreign subsidiaries, other than
those located in highly inflationary countries, are translated at current       
exchange rates in effect at the end of the period, while income and expense are 
translated at average rates for the period. For entities in highly inflationary 
countries, a combination of current and historical rates is used to determine   
foreign currency gains and losses resulting from financial statement            
translation. Translation gains and losses are reported as a component of        
shareholders' investment,                                                       
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

except for those associated with highly inflationary countries, which are       
reported directly in the accompanying consolidated statements of income.        

Use of Estimates                                                            

The preparation of financial statements in conformity with generally  
accepted accounting principles requires management to make estimates and        
assumptions that affect the reported amounts of assets and liabilities at the   
date of the financial statements and the reported amounts of revenues and       
expenses during the period reported. Actual results could differ from those     
estimates.                                                                      

New Accounting Standards                                                    

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for   
Derivative Instruments and Hedging Activities", which establishes accounting and
reporting standards for derivative instruments. SFAS No. 133 requires           
derivatives to be measured at fair value and changes in the derivative's fair   
value to be recognized currently in earnings unless specific hedge accounting   
criteria are met. In June 1999, the FASB issued SFAS No. 137, "Accounting for   
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date 
of FASB Statement No. 133 -- an amendment of FASB Statement No. 133." SFAS No.  
137 defers the effective date of SFAS No. 133 for one year to fiscal years      
beginning after June 15, 2000. Given the Company's limited usage of derivative  
instruments, this standard is not expected to have a material impact on the     
Company's results of operations or financial position.                          

Reclassified Prior-Year Amounts                                             

     Certain prior-year amounts have been reclassified to conform to the current
year's presentation.                                                            

3.  ACQUISITIONS                                                                

     On March 6, 1998, the Company acquired a 49% interest in BBH Communications
Limited ("BBH"), a London-based global marketing and communications business for
a total purchase price of $50.6. Approximately half of the purchase price       
($25.8) was paid at closing, with the balance covered by a promissory note and a
letter of credit guaranty. The second installment ($24.8) was paid on January   
15, 1999, and is included in the accompanying financial statements within "Notes
payable and lines of credit" at December 31, 1998. The Company's investment in  
BBH is accounted for using the equity method of accounting. The excess of the   
cost of the Company's investment over the underlying equity in the net assets of
BBH was $38.6 and $43.3 in 1999 and 1998, respectively, and is included in      
"Other long-term assets." This excess amount is being amortized over 20 years.  

    The following table summarizes specific balance sheet and income statement
data of BBH as of June 30, 1999 and for the fiscal year then ended.             

                                                                [Download Table]
                                                                    
Revenues....................................................   $61.3
Income before taxes.........................................    11.0
Net income..................................................     7.3
Current assets..............................................    70.3
Total assets................................................    78.7
Current liabilities.........................................    57.2
Total liabilities...........................................    57.5

During 1999, 1998 and 1997, the Company acquired other marketing and  
communications businesses or interests in other marketing and communications    
businesses for total cash consideration of $20.3, $16.5 and                     

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$20.7, respectively. These acquisitions were accounted for as purchases and have
been included in results of operations since the date of acquisition. The       
proforma impact of these acquisitions on 1999, 1998 and 1997 results were not   
significant.                                                                    

  In addition, the Company made several acquisitions during 1999 for which
certain payments were contingent upon the continued employment of the former    
shareholders for a preestablished period of time. These payments are being      
amortized over the related employment period as compensation expense. The total 
compensation expense recognized in 1999 for these acquisitions was $8.9.        

4.  INVESTMENTS                                                                 

   The Company holds a number of investments in equity securities which have
been classified as available for sale. These investments have been valued at    
fair market value in the accompanying balance sheets. Unrealized holding gains  
have been recorded in accumulated other comprehensive income. A summary of the  
fair market values and cost bases of the Company's investments is as follows:   

                                                                [Download Table]

                                                              1999   1998
                                                              ----   ----
                                                                         
Fair market value of investment in equity securities........  $4.3   $5.1
Cost basis of investment in equity securities...............   1.3    2.3
                                                              ----   ----
Unrealized holding gain.....................................  $3.0   $2.8
                                                              ====   ====

5.  PENSION AND POSTRETIREMENT PLANS                                            

The Company has various benefit plans covering substantially all U.S. 
employees and certain foreign employees. The Company's defined benefit plans    
provide benefits based on years of service and compensation levels. The         
Company's U.S. funding policy has been to contribute the maximum amount         
deductible for federal income tax purposes. Due to the overfunded status of the 
U.S. defined benefit plan, no Company contribution has been required since 1982.
Plan assets consist primarily of various securities, real estate and other      
investments.                                                                    

   The Company also provides certain health care and life insurance benefits
to retired U.S. employees. The Company charges to expense the expected costs of 
postretirement benefits during the years that the employees render service.     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Total Company Benefit Costs                                                 

The components of net periodic benefit costs for the pension and      
postretirement plans were as follows:                                           

                                                        [Enlarge/Download Table]

                                                             1999     1998     1997  
                                                            ------   ------   ------ 
                                                                                     
PENSION PLAN BENEFITS--                                                              
  Service cost for benefits earned during the year......... $  5.8   $  5.9   $  5.6 
  Interest cost on projected benefit obligation............    6.5      7.7      7.3 
  Expected return on plan assets...........................  (14.6)   (12.1)   (10.8)
  Amortization of transition asset.........................   (0.7)    (0.7)    (0.7)
  Recognized actuarial (gain)..............................   (0.9)    (0.3)    (0.5)
  Other....................................................    3.9      2.2      1.3 
                                                            ------   ------   ------ 
     Net pension benefits expense.......................... $   --   $  2.7   $  2.2 
                                                            ======   ======   ====== 
POSTRETIREMENT PLAN BENEFITS--                                                       
  Service cost for benefits earned during the year......... $  0.4   $  0.4   $  0.5 
  Interest cost on accumulated postretirement benefit                                
     obligation............................................    1.2      1.3      1.3 
  Amortization of transition obligation....................    1.0      1.0      1.0 
  Recognized actuarial (gain)..............................   (0.5)    (0.4)    (0.5)
                                                            ------   ------   ------ 
     Net postretirement benefits expense................... $  2.1   $  2.3   $  2.3 
                                                            ======   ======   ====== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Domestic Obligations and Funded Status                                      

     The changes in the benefit obligations and the reconciliation of the funded
status of the Company's domestic plans to the accompanying consolidated balance 
sheets were as follows:                                                         

                                                        [Enlarge/Download Table]

                                                                       POSTRETIREMENT  
                                                    PENSION BENEFITS      BENEFITS     
                                                    -----------------  --------------- 
                                                     1999      1998     1999     1998  
                                                    -------   -------  ------   ------ 
                                                                                       
CHANGE IN BENEFIT OBLIGATION--                                                         
  Benefit obligation at beginning of year.......... $ 54.6    $ 46.1   $ 17.9   $ 16.9 
  Service cost.....................................    3.2       3.4      0.4      0.4 
  Interest cost....................................    4.3       4.6      1.2      1.3 
  Benefits paid....................................   (6.7)     (8.0)    (1.4)    (0.7)
  Plan participant contributions...................     --        --      0.7      0.5 
  Actuarial (gain) loss............................   (3.3)      8.5     (2.6)    (0.5)
                                                    ------    ------   ------   ------ 
  Benefit obligation at end of year................ $ 52.1    $ 54.6   $ 16.2   $ 17.9 
                                                    ======    ======   ======   ====== 
CHANGE IN PLAN ASSETS--                                                                
  Fair value at beginning of year.................. $ 82.0    $ 75.6   $   --   $   -- 
  Actual return on assets..........................   12.3      14.4       --       -- 
  Company contributions............................     --        --      0.7      0.2 
  Benefits paid....................................   (6.7)     (8.0)    (1.4)    (0.7)
  Participant contributions........................     --        --      0.7      0.5 
                                                    ------    ------   ------   ------ 
  Fair value at end of year........................ $ 87.6    $ 82.0   $   --   $   -- 
                                                    ======    ======   ======   ====== 
  Fair value of plan assets greater (less) than                                        
     benefit obligation............................ $ 35.5    $ 27.4   $(16.2)  $(17.9)
  Unrecognized net actuarial (gain)................  (29.4)    (21.6)   (12.0)    (9.9)
  Unrecognized prior service cost..................   (1.3)     (1.5)      --       -- 
  Unrecognized transition obligation (asset).......   (4.4)     (5.2)    12.4     13.4 
                                                    ------    ------   ------   ------ 
  Net amounts recognized........................... $  0.4    $ (0.9)  $(15.8)  $(14.4)
                                                    ======    ======   ======   ====== 

Weighted average assumptions as of December 31 are as follows:        

                                                        [Enlarge/Download Table]

                                                             PENSION    POSTRETIREMENT 
                                                            BENEFITS       BENEFITS    
                                                           -----------  ---------------
                                                           1999   1998   1999     1998 
                                                           ----   ----  ------   ------
                                                                                       
Discount rate............................................. 8.0%   8.0%    8.0%     8.0%
Expected long-term rate of return on plan assets.......... 8.5%   8.5%    N/A      N/A 
Expected rate of future compensation increases............ 5.5%   5.5%    N/A      N/A 
                                                           ===    ===     ===      === 

   At December 31, 1999, the health care cost trend rates were assumed to be
8.0%, gradually declining to 5.0% in 2004. A 1.0% increase in the medical       
inflation rate would increase the accumulated postretirement benefit obligation 
as of December 31, 1999, by approximately $2.8 and increase the net periodic    
cost by $0.3. A 1.0% decrease in the medical inflation rate would decrease the  
accumulated postretirement benefit obligation as of December 31, 1999, by       
approximately $2.6 and decrease the net periodic cost by approximately $0.3.    

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Foreign Obligations and Funded Status                                       

  The changes in benefit obligations and the reconciliations of the funded
status of the Company's foreign pension plans to the accompanying consolidated  
balance sheets were as follows:                                                 

                                                                [Download Table]

                                                              PENSION BENEFITS 
                                                              -----------------
                                                               1999      1998  
                                                              -------   -------
                                                                               
CHANGE IN BENEFIT OBLIGATION--                                                 
  Benefit obligation at beginning of year...................   $37.3     $35.8 
  Service cost..............................................     2.6       2.5 
  Interest cost.............................................     2.2       3.1 
  Benefits paid.............................................    (1.8)     (1.7)
  Actuarial loss (gain).....................................     7.0      (3.5)
  Other.....................................................    (1.2)      1.1 
                                                               -----     ----- 
  Benefit obligation at end of year.........................   $46.1     $37.3 
                                                               =====     ===== 
CHANGE IN PLAN ASSETS--                                                        
  Fair value at beginning of year...........................   $38.4     $32.2 
  Actual return on assets...................................     3.1       3.0 
  Company contributions.....................................     1.5       1.2 
  Participant contributions.................................     0.6       0.7 
  Benefits paid.............................................    (1.4)     (1.3)
  Other.....................................................     3.7       2.6 
                                                               -----     ----- 
  Fair value at end of year.................................   $45.9     $38.4 
                                                               =====     ===== 
  Fair value of plan assets greater than benefit                               
     obligation.............................................   $(0.2)    $ 1.1 
  Unrecognized net actuarial gain...........................    (1.6)     (4.0)
  Unrecognized prior service cost...........................     0.5       0.6 
                                                               -----     ----- 
  Net amounts recognized....................................   $(1.3)    $(2.3)
                                                               =====     ===== 

Weighted average assumptions as of December 31 are as follows:        

                                                                [Download Table]

                                                                PENSION  
                                                               BENEFITS  
                                                              -----------
                                                              1999   1998
                                                              ----   ----
                                                                         
Discount rate...............................................  6.2%   6.5%
Expected long-term rate of return on plan assets............  7.7%   8.2%
Expected rate of future compensation increases..............  4.3%   4.4%
                                                              ===    === 

 In addition to the plans described above, the Company has certain other
defined benefit and retirement plans. The total expense for these plans was     
$4.8, $4.0, and $3.9 in 1999, 1998 and 1997, respectively. The Company also has 
deferred compensation plans for certain employees to defer a portion of their   
compensation to future years. The total expense related to these plans was      
approximately $0.7, $1.3, and $1.1 in 1999, 1998 and 1997, respectively.        

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6.  COMPENSATION PLANS                                                          

The Company has a special bonus plan and grants awards for certain key
executives and employees. The costs of the special bonus plan and other awards  
are charged to income on a current basis. These costs are included in           
"Compensation and employee benefits" in the accompanying consolidated statements
of income.                                                                      

The Company also has a profit-sharing plan covering most of its U.S.  
employees. The total profit-sharing expense in 1999, 1998 and 1997 was $16.8,   
$15.9 and $16.5, respectively.                                                  

  Through the first quarter of 1999, certain key employees were designated
participants in the Star Reachers Compensation Plan and were allocated annual   
awards as determined by the Board of Directors. The annual awards may be        
distributed to the participants or deferred at the discretion of the Board. The 
plan was terminated at the end of the first quarter of 1999 in connection with  
the merger of LBCo. into LBW.                                                   

  During 1999, 1998 and 1997 the Board elected to distribute a substantial
portion of the awards ($2.1, $29.6, and $39.0, respectively) allocated to the   
participants noted above. The portion of the award which was deferred ($0.0,    
$1.0, and $1.2 as of December 31, 1999, 1998 and 1997, respectively) is         
reflected in "Other current liabilities" and "Other long-term liabilities" in   
the accompanying consolidated balance sheets.                                   

7.  INCOME TAXES                                                                

Income before taxes/minority interest and equity in affiliates and the
provision for U.S. federal, state, and foreign taxes on these earnings were the 
following:                                                                      

                                                        [Enlarge/Download Table]

                                                              1999     1998    1997  
                                                             ------   ------   ----- 
                                                                                     
Income before taxes/minority interest and equity in                                  
  affiliates--                                                                       
  United States............................................. $ 37.2   $ 26.0   $12.1 
  Foreign...................................................   24.8     13.5    17.6 
                                                             ------   ------   ----- 
                                                             $ 62.0   $ 39.5   $29.7 
                                                             ======   ======   ===== 
Income taxes--                                                                       
  Currently payable--                                                                
     Federal................................................ $ 26.1   $  1.0   $ 0.6 
     State..................................................    6.3      0.2     0.1 
     Foreign................................................   14.3     19.6    13.3 
                                                             ------   ------   ----- 
                                                             $ 46.7   $ 20.8   $14.0 
                                                             ======   ======   ===== 
  Deferred--                                                                         
     Federal................................................ $(16.2)  $ (7.6)  $  -- 
     State..................................................   (1.7)      --      -- 
     Foreign................................................    0.4     (4.1)   (4.7)
                                                             ------   ------   ----- 
                                                             $(17.5)  $(11.7)  $(4.7)
                                                             ------   ------   ----- 
Total income tax provision.................................. $ 29.2   $  9.1   $ 9.3 
                                                             ======   ======   ===== 

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 The difference between income taxes at the federal statutory income tax
rate and the provision for income taxes included in the accompanying            
consolidated statements of income is reconciled as follows:                     

                                                        [Enlarge/Download Table]

                                             1999             1998             1997      
                                        ---------------  ---------------  ---------------
                                        TOTAL   PERCENT  TOTAL   PERCENT  TOTAL   PERCENT
                                        -----   -------  -----   -------  -----   -------
                                                                                         
At statutory rate.....................  $21.7    35.0%   $13.9     35.0%  $10.4     35.0%
Increase (decrease) resulting from--                                                     
  Nondeductible expenses..............    0.7     1.1      1.0      2.5     0.7      2.5 
  Foreign losses not deductible.......    2.2     3.6      3.4      8.7     3.9     13.3 
  Foreign losses utilized.............   (1.4)   (2.3)    (0.4)    (1.0)   (0.7)    (2.4)
  Goodwill amortization...............    1.9     3.1      1.0      2.5     0.7      2.2 
  Higher aggregate effective tax rate                                                    
     on foreign operations............    0.2     0.3      1.6      4.0     0.9      2.9 
  S Corporation federal tax paid at                                                      
     shareholder level................     --      --     (5.0)   (12.7)   (7.4)   (24.9)
  State and local taxes on income, net                                                   
     of federal tax benefit...........    3.0     4.9       --       --      --       -- 
  Tax benefit of restructuring........     --      --     (7.6)   (19.2)     --       -- 
  Foreign currency losses.............     --      --      0.6      1.5     0.4      1.3 
  Other, net..........................    0.9     1.5      0.6      1.6     0.4      1.4 
                                        -----    ----    -----    -----   -----    ----- 
Provision for income taxes............  $29.2    47.2%   $ 9.1     22.9%  $ 9.3     31.3%
                                        =====    ====    =====    =====   =====    ===== 

1998 Merger of LBW-LBCo.                                                    

In conjunction with the Board's irrevocable actions and the merger    
previously described in Note 1, LBCo., by law, returned to a C Corporation for  
U.S. Federal income tax purposes. As a result, certain prepaid and deferred tax 
items were recorded in the Company's balance sheet at December 31, 1998.        
Deferred income taxes are provided for the temporary differences between        
financial and tax reporting. Deferred tax benefits totaling $29.9 resulted      
principally from recording expenses in the financial statements that are not    
currently deductible for tax purposes. In addition, deferred tax liabilities of 
$22.3 resulted primarily from deferred gain on the sales-leaseback transaction  
(discussed in Note 13) and the recognition of income upon the change from cash  
to accrual basis reporting for tax purposes. Internal Revenue Code Section      
481(a) allows the tax liability arising from the cash to accrual accounting     
method change to be paid in equal installments over four years. The deferred tax
liability associated with the Section 481(a) adjustment will be paid in four    
installments in the tax years 1999-2002.                                        

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The deferred tax assets and liabilities included in the accompanying  
consolidated balance sheets were the following:                                 

                                                                [Download Table]

                                                        DEFERRED TAX   DEFERRED TAX 
                                                           ASSETS       LIABILITIES 
                                                        -------------  -------------
                                                        1999    1998   1999    1998 
                                                        -----   -----  -----   -----
                                                                                    
Current--                                                                           
  Postretirement benefits.............................. $ 1.7   $ 1.9  $  --   $  --
  Other benefit plans..................................   0.4     0.5     --      --
  Other accrued expenses...............................   1.6     1.8     --      --
  Section 481(a) income................................    --      --    2.3     2.4
                                                        -----   -----  -----   -----
     Total current.....................................   3.7     4.2    2.3     2.4
                                                        -----   -----  -----   -----
Noncurrent--                                                                        
  Depreciation and amortization........................   1.5     0.7     --      --
  Postretirement benefits..............................  12.8    11.7     --      --
  Other benefit plans..................................   5.0     6.1     --      --
  Other accrued expenses...............................  16.8     7.2     --      --
  Section 481(a) income................................    --      --    4.5     7.2
  Deferred gain on sale-leaseback......................    --      --   11.3    11.9
  Nondeductible expenses...............................  19.0    13.1    1.0     1.6
                                                        -----   -----  -----   -----
     Total noncurrent..................................  55.1    38.8   16.8    20.7
                                                        -----   -----  -----   -----
Total deferred taxes (net of valuation allowance)...... $58.8   $43.0  $19.1   $23.1
                                                        =====   =====  =====   =====

     At December 31, 1999, a valuation allowance of $15.4 existed, as it is more
likely than not that certain foreign net operating losses will not be recognized
in the future. At December 31, 1998, the valuation allowance was $14.5.         

    At December 31, 1999, 1998 and 1997, the cumulative undistributed earnings
of the Company's foreign operations totaled approximately $56.0, $54.0 and      
$50.0, respectively, for which no provisions for foreign withholding or U.S.    
income taxes have been made. These amounts have been permanently reinvested in  
working capital and property and equipment.                                     

     At December 31, 1999, certain of the Company's foreign subsidiaries had net
operating loss carryforwards aggregating approximately $34.3, which are         
available to offset future taxable income. These loss carryforwards are         
scheduled to expire as follows:                                                 

                                                                [Download Table]
                                                                   
2000........................................................  $ 0.6
2001........................................................    2.0
2002........................................................    1.9
2003........................................................    1.2
2004 and subsequent.........................................    5.3
Indefinite..................................................   23.3
                                                              -----
                                                              $34.3
                                                              =====

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

8.  SHORT-TERM BORROWINGS AND LONG-TERM DEBT                                    

  Short-term bank borrowings consist principally of amounts borrowed under
domestic and international bank overdraft facilities and lines of credit. The   
Company had $93.8 available under various lines of credit at December 31, 1999. 
A total of $2.9 was outstanding under various lines of credit at December 31,   
1999, and is included in "Notes payable and lines of credit" in the accompanying
consolidated balance sheet.                                                     

     In connection with the BBH acquisition, the Company also had a $25.0 letter
of credit guaranty in place as of December 31, 1998. Upon payment of the second 
installment to BBH on January 15, 1999, the letter of credit guaranty was       
automatically terminated.                                                       

   At December 31, 1999 and 1998, long-term debt consisted of the following:

                                                                [Download Table]

                                                              1998   1999
                                                              ----   ----
                                                                         
Notes payable of various domestic subsidiaries..............  $2.8   $6.0
Other domestic obligations..................................   3.6    4.6
Notes payable at foreign locations, at varying interest                  
  rates and due dates (payable in various foreign                        
  currencies)...............................................   2.2    5.6
                                                              ----   ----
  Total debt................................................   8.6   16.2
Less-Current portion........................................   6.0    8.4
                                                              ----   ----
  Total long-term debt......................................  $2.6   $7.8
                                                              ====   ====

Scheduled maturities of long-term debt are as follows:                

                                                                [Download Table]
                                                                  
2000........................................................  $6.0
2001........................................................   2.4
2002........................................................   0.2
2003........................................................    --
2004 and thereafter.........................................    --
                                                              ----
                                                              $8.6
                                                              ====

     Domestic debt consists of bank borrowings held by subsidiaries, shareholder
redemption notes, and other debt.                                               

The carrying value of the long-term debt approximates fair value.     

9.  MANDATORILY REDEEMABLE STOCK                                                

The Leo Group Voting Trust (the "Trust") is the owner of record of all
issued and outstanding shares of mandatorily redeemable stock of the Company.   
The Trust has issued Voting Trust Certificates, which represent a beneficial    
interest in the common stock of the Company. Purchases and sales of the         
Company's common stock are governed by the provisions of the Stock Purchase     
Agreement. In the event of death or termination of employment with the Company, 
the certificates owned by such individuals are purchased by the Company at the  
then-current book value per share of the Company's common stock after reflecting
shareholder distributions. Payment for shares is generally made upon redemption.
Redemption amounts relating to the stock purchase agreements are included in    
"Mandatorily redeemable stock" in the accompanying consolidated balance sheets. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

10.  TRANSACTIONS WITH RELATED PARTIES                                          

  During 1991, the Company executed a promissory note, whereby it borrowed
$14.1 from Starplan Limited Partnership ("Starplan"), a Delaware limited        
partnership. This note is a demand note, and interest is computed at the prime  
rate in effect at the beginning of each quarter. Interest is due and payable to 
Starplan at the end of each quarter. As of December 31, 1999 and 1998, $1.8 and 
$2.4, respectively, remains outstanding. Interest expense of $0.2, $0.4 and $0.5
was incurred during 1999, 1998 and 1997, respectively.                          

11.  SEGMENT INFORMATION                                                        

    During 1998, the Company adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." The adoption of this standard        
requires that reportable segments be reported on a basis consistent with how    
management assesses segment performance. The Company operates and manages its   
business within two business segments: Global Marketing and Communications and  
Real Estate. The Global Marketing and Communications segment conducts its       
business as a global network using an integrated and multidisciplinary approach.
The Real Estate segment has been disclosed as a separate reportable segment as  
its activities are unrelated to the Company's core business segment. The Real   
Estate operations reflect the Company's residual ownership interest in its      
corporate headquarters building (see Note 13). Prior to the merger of LBCo. into
LBW in 1999, LBCo. was an S Corporation for federal income tax purposes which   
allowed its income to be taxed directly to its shareholders. Unaudited pro forma
tax provision and pro forma                                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

segment net income are shown below for 1998 and 1997 as if LBCo. had been taxed 
as a C Corporation. Comparable segment data and the related enterprise-wide     
disclosures are summarized below:                                               

OPERATING SEGMENT INFORMATION 

                                                        [Enlarge/Download Table]

                            GLOBAL MARKETING AND                                                            
                               COMMUNICATIONS                 REAL ESTATE           RECLASSES/ELIMINATIONS  
                       ------------------------------   ------------------------   ------------------------ 
                         1999       1998       1997      1999     1998     1997     1999     1998     1997  
                       --------   --------   --------   ------   ------   ------   ------   ------   ------ 
                                                                                                            
Revenues.............  $  912.8   $  810.7   $  793.9   $ 42.7   $ 41.0   $ 45.6   $(21.3)  $(20.6)  $(28.2)
Operating expense....    (856.4)    (783.6)    (759.8)   (23.5)   (22.5)   (26.0)    21.3     20.6     28.2 
                       --------   --------   --------   ------   ------   ------   ------   ------   ------ 
Operating income.....      56.4       27.1       34.1     19.2     18.5     19.6       --       --       -- 
Interest income......       7.9       12.0       11.2       --       --       --       --       --       -- 
Interest expense.....      (4.7)      (6.2)      (4.6)   (11.2)   (11.2)   (13.4)      --       --       -- 
Foreign currency                                                                                            
  loss...............      (5.6)      (0.7)     (17.2)      --       --       --       --       --       -- 
Other, net...........      (0.4)      (0.1)        --      0.4      0.1       --       --       --       -- 
                       --------   --------   --------   ------   ------   ------   ------   ------   ------ 
Income before                                                                                               
  taxes/minority                                                                                            
  interest and equity                                                                                       
  in affiliates......      53.6       32.1       23.5      8.4      7.4      6.2       --       --       -- 
Provision for income                                                                                        
  taxes..............      29.2        9.1        9.3       --       --       --       --       --       -- 
                       --------   --------   --------   ------   ------   ------   ------   ------   ------ 
Income before                                                                                               
  minority interest..      24.4       23.0       14.2      8.4      7.4      6.2       --       --       -- 
Minority interest                                                                                           
  expense, net of                                                                                           
  tax................       1.6       (3.5)      (3.4)    (7.0)    (6.6)      --       --       --       -- 
Equity in                                                                                                   
  affiliates.........       1.1        2.4         --                                                       
                       --------   --------   --------   ------   ------   ------   ------   ------   ------ 
Net income...........  $   27.1   $   21.9   $   10.8   $  1.4   $  0.8   $  6.2   $   --   $   --   $   -- 
                       ========   ========   ========   ======   ======   ======   ======   ======   ====== 
Unaudited pro forma                                                                                         
  tax provision (as                                                                                         
  if a C                                                                                                    
  Corporation).......       N/A   $   14.6   $   17.0      N/A   $   --   $   --      N/A   $   --   $   -- 
Unaudited pro forma                                                                                         
  net income (as if a                                                                                       
  C Corporation).....       N/A       16.4        3.1      N/A      0.8      6.2      N/A       --       -- 
Total assets.........   1,434.6    1,162.9    1,075.2    166.4    175.1    183.3       --       --       -- 
Star Reachers expense                                                                                       
  (included in                                                                                              
  operating expense                                                                                         
  above).............       2.1       30.6       40.2       --       --       --       --       --       -- 
Depreciation and                                                                                            
  amortization.......      38.3       29.1       26.9      8.1      8.1      6.4       --       --       -- 
Capital                                                                                                     
  expenditures.......      41.7       36.4       27.3       --       --       --       --       --       -- 
                       ========   ========   ========   ======   ======   ======   ======   ======   ====== 



                               THE LEO GROUP                                                                
                       ------------------------------                                                       
                         1999       1998       1997                                                         
                       --------   --------   --------                                                       
                                                                                                            
Revenues.............  $  934.2   $  831.1   $  811.3                                                       
Operating expense....    (858.6)    (785.5)    (757.6)                                                      
                       --------   --------   --------                                                       
Operating income.....      75.6       45.6       53.7                                                       
Interest income......       7.9       12.0       11.2                                                       
Interest expense.....     (15.9)     (17.4)     (18.0)                                                      
Foreign currency                                                                                            
  loss...............      (5.6)      (0.7)     (17.2)                                                      
Other, net...........        --         --         --                                                       
                       --------   --------   --------                                                       
Income before                                                                                               
  taxes/minority                                                                                            
  interest and equity                                                                                       
  in affiliates......      62.0       39.5       29.7                                                       
Provision for income                                                                                        
  taxes..............      29.2        9.1        9.3                                                       
                       --------   --------   --------                                                       
Income before                                                                                               
  minority interest..      32.8       30.4       20.4                                                       
Minority interest                                                                                           
  expense, net of                                                                                           
  tax................      (5.4)     (10.1)      (3.4)                                                      
Equity in                                                                                                   
  affiliates.........       1.1        2.4         --                                                       
                       --------   --------   --------                                                       
Net income...........  $   28.5   $   22.7   $   17.0                                                       
                       ========   ========   ========                                                       
Unaudited pro forma                                                                                         
  tax provision (as                                                                                         
  if a C                                                                                                    
  Corporation).......       N/A   $   14.6   $   17.0                                                       
Unaudited pro forma                                                                                         
  net income (as if a                                                                                       
  C Corporation).....       N/A       17.2        9.3                                                       
Total assets.........   1,601.0    1,338.0    1,258.5                                                       
Star Reachers expense                                                                                       
  (included in                                                                                              
  operating expense                                                                                         
  above).............       2.1       30.6       40.2                                                       
Depreciation and                                                                                            
  amortization.......      46.4       37.2       33.3                                                       
Capital                                                                                                     
  expenditures.......      41.7       36.4       27.3                                                       
                       ========   ========   ========                                                       

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

GEOGRAPHIC INFORMATION

                                                        [Enlarge/Download Table]

                                                   REVENUES          LONG-LIVED ASSETS
                                           ------------------------  -----------------
                                            1999     1998     1997    1999      1998  
                                           ------   ------   ------  -------   -------
                                                                                      
United States............................. $445.9   $382.5   $381.9  $250.4    $260.2 
Foreign...................................  488.3    448.6    429.4   102.4      90.5 
                                           ------   ------   ------  ------    ------ 
Total..................................... $934.2   $831.1   $811.3  $352.8    $350.7 
                                           ======   ======   ======  ======    ====== 

12.  COMMITMENTS AND CONTINGENCIES                                              

   The Company leases office space, a portion of office equipment, computers
and automobiles. Total rental expense under lease obligations in 1999, 1998 and 
1997 was $29.9, $23.9, and $25.1, respectively, excluding amounts related to the
Company's corporate headquarters (see Note 13). The Company's remaining future  
minimum rental payments to outside parties as of December 31, 1999, for all     
leases having initial or remaining noncancelable lease terms in excess of one   
year are as follows:                                                            

                                                                [Download Table]
                                                                     
2000........................................................   $ 29.2
2001........................................................     25.3
2002........................................................     21.6
2003........................................................     19.8
2004........................................................     12.9
Thereafter..................................................     11.1
                                                               ------
  Total.....................................................   $119.9
                                                               ======

   The Company is involved in various legal matters which are being defended
and handled in the ordinary course of business. Although it is not possible to  
predict the outcome of these matters, management believes that the results will 
not have a material impact on its financial statements.                         

Several of the Company's clients individually represent a significant 
source of revenue for the Company. Two clients accounted for 16% and 11% of     
total 1999 revenues, and 18% and 11% of revenues in both 1998 and 1997.         

  As is common industry practice, contracts can generally be terminated by
clients with 30 to 90 days notice. The loss of a major client of the Company    
could have a significant negative impact on the Company's business.             

     As of December 31, 1999, the Company had certain media guarantees in effect
totaling approximately $20.0. These guarantees are in effect, where required by 
local media or advertising industry practice, to ensure that liabilities owed to
media vendors are paid. During 1999, the Company has not been required to       
perform on any of these guarantees.                                             

    Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed to perform as contracted. The clients of
the Company consist mainly of major consumer products companies. The Company    
performs regular credit reviews of customers. Allowances are maintained for     
potential credit losses. To date, such losses have been within management's     
expectations and allowances for doubtful accounts are adequate to cover         
foreseeable credit risk losses. Notwithstanding the fact that the nature of the 
industry presents inherent risks, management believes that the likelihood of any
significant loss resulting from a concentration of credit is minimal.           

    The Company provides loans to certain key shareholders for the purchase of
the Company's stock. These loans are in the form of demand notes and generally  
bear interest at the U.S. prime rate less 0.5%. As of                           

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THE LEO GROUP, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

December 31, 1999, $5.6 is outstanding and has been reflected as a reduction to 
"Shareholders' Investment". In addition, the Company guarantees loans made to   
shareholders by various banks to finance the purchases of the Company's stock.  
As of December 31, 1999, the Company had guarantees in effect totaling $55.4    
(see Note 14). During 1999, the Company was not required to perform on any of   
these guarantees.                                                               

13.  SALE-LEASEBACK TRANSACTION                                                 

    Beginning in 1987, the Company constructed the 1.1 million rentable square
foot office building that serves as its corporate headquarters. Prior to        
December 1997, the Company operated as the owner and landlord of the building.  
During 1997, the Company decided to transfer substantially all of the ownership 
of the building. As a result, in December 1997, the Company contributed its     
corporate headquarters to a joint venture (the "Venture") substantially owned by
Starwood Capital Group, L.L.C. and the John Buck Company. In exchange for the   
Company's contribution, the Venture assumed the Company's building-related debt 
of $219.5. In conjunction with this transaction, the Company entered into a     
15-year lease for the portion of the building that it occupies. The Company also
retained a 3.6% interest in the Venture. For accounting purposes, due to the    
Company's continuing ownership interest in the building, this transaction was   
accounted for as a financing, with the building and the finance obligation      
continuing to be reflected in the Company's financial statements. Even though   
the building obligation is reflected on the Company's balance sheet, the        
Company's only continuing obligation is its annual lease payments shown below   
since the Venture has fully assumed the building mortgage. In addition, for     
accounting purposes, the operating results of the Venture are included in the   
Company's consolidated income statements, with the 96.4% interest not owned by  
the Company reflected as minority interest expense.                             

Significant accounting policies of the Venture are as follows:        

  - Rental income is recognized on a straight-line basis over the terms of
the respective leases.                                            

- Depreciation expense is provided on a straight-line basis over the  
     estimated useful lives of the depreciable assets which range from 10 to
     40 years for buildings and improvements and 3 to 15 years for furniture
and equipment.                                                    

 Total rental expense under lease obligations in 1999, 1998 and 1997 was
$11.2, $11.2, and $13.4, respectively. The Company's remaining future minimum   
lease payments as of December 31, 1999 are as follows:                          

                                                                [Download Table]
                                                                    
2000........................................................  $  9.8
2001........................................................    10.1
2002........................................................    10.3
2003........................................................    10.6
2004........................................................    10.8
Thereafter..................................................    93.4
                                                              ------
  Total.....................................................  $145.0
                                                              ======

14.  SUBSEQUENT EVENTS                                                          

On January 31, 2000, the Company's shareholders approved a business   
combination with The MacManus Group, Inc. ("MacManus"). This combination was    
effected by the formation of a new holding company named BDM. All of the        
Company's 9,491,560 outstanding shares were exchanged for the same number of BDM
shares. MacManus shareholders exchanged 695,492 MacManus shares for 5,981,100   
BDM shares based on an exchange ratio of 8.6:1. The BDM Board of Directors will 
be comprised of four seats with the                                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Company having two seats and MacManus having two seats. This combination will be
accounted for as a purchase with the Company deemed to be the acquiror for      
accounting purposes.                                                            

   In connection with the combination, the Company offered to redeem 752,525
shares from selected shareholders at fair value on January 1, 2000. This offer  
resulted in a compensation charge of approximately $71.9. On January 31, 2000,  
selected shareholders elected to redeem 649,045 shares for cash. To finance this
redemption, the Company borrowed $100.0 under a 3-year term loan at an interest 
rate of LIBOR plus 112.5 basis points (initially at 7.455%). A portion of the   
proceeds were used by shareholders to pay loans previously guaranteed by the    
Company.                                                                        

 Subsequent to the issuance of BDM shares, Bcom3 was selected as the new
name of the holding company. Effectively, the Company became a wholly owned     
subsidiary of Bcom3. Bcom3 announced it intends to pursue an initial public     
offering within the next 12 to 24 months.                                       

  On March 14, 2000, Dentsu Inc. ("Dentsu") purchased approximately 20% of
Bcom3's common shares for $493.2 in cash. As a result, Dentsu received two seats
on the Bcom3 Board of Directors, increasing the total number of seats on the    
Board from four to six.                                                         

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PLEASE NOTE THAT THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN   
LLP REPORT AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.                    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of                                   
The MacManus Group, Inc.:                                                   

We have audited the accompanying consolidated balance sheets of The   
MacManus Group, Inc. (a Delaware corporation) and subsidiaries as of December   
31, 1999 and 1998, and the related consolidated statements of operations,       
stockholders' equity, and cash flows for each of the three years in the period  
ended December 31, 1999. These consolidated financial statements are the        
responsibility of the Company's management. Our responsibility is to express an 
opinion on these consolidated financial statements based on our audits.         

 We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An 
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The MacManus Group, Inc. and
subsidiaries as of December 31, 1999 and 1998, and the results of their         
operations and their cash flows for each of the three years in the period ended 
December 31, 1999, in conformity with accounting principles generally accepted  
in the United States.                                                           

         ARTHUR ANDERSEN LLP

NEW YORK, NEW YORK                                                              
MAY 10, 2000                                                                    

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THE MACMANUS GROUP, INC. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                 1999         1998    
                                                              ----------   ---------- 
                                                                                      
                           ASSETS                                                     
CURRENT ASSETS:                                                                       
  Cash and cash equivalents.................................  $  187,084   $  222,750 
  Accounts receivable (less allowance for doubtful accounts                           
    of $10,187 and $9,365, respectively)....................     775,316      678,124 
  Production expenditures billable to clients...............      88,257       78,669 
  Prepaid expenses and other assets.........................      17,818       19,731 
  Deferred income taxes.....................................      11,819        2,072 
                                                              ----------   ---------- 
    Total current assets....................................   1,080,294    1,001,346 
PROPERTY AND EQUIPMENT, AT COST.............................     183,640      162,763 
  Less: Accumulated depreciation and amortization...........     103,023       90,826 
                                                              ----------   ---------- 
                                                                  80,617       71,937 
OTHER ASSETS:                                                                         
  Goodwill, at cost (net of accumulated amortization of                               
    $43,941 and $37,998, respectively)......................     186,578      153,743 
  Deferred income taxes.....................................      30,339       34,267 
  Other.....................................................      34,611       25,471 
                                                              ----------   ---------- 
                                                                 251,528      213,481 
                                                              ----------   ---------- 
TOTAL ASSETS................................................  $1,412,439   $1,286,764 
                                                              ==========   ========== 
            LIABILITIES AND STOCKHOLDERS' EQUITY                                      
CURRENT LIABILITIES:                                                                  
  Short-term borrowings.....................................  $   42,372   $   33,870 
  Current portion of long-term debt.........................      91,021       23,542 
  Trade accounts payable....................................     827,657      767,159 
  Accrued expenses and other payables.......................     226,757      155,889 
  Accrued income taxes......................................       9,611       11,177 
                                                              ----------   ---------- 
    Total current liabilities...............................   1,197,418      991,637 
OTHER LIABILITIES:                                                                    
  Deferred compensation and accrued retirement benefits.....      55,450       59,557 
  Long-term debt............................................       5,113      118,519 
  Deferred rent.............................................      23,278       23,595 
  Other long-term liabilities...............................      62,792       56,244 
  Deferred income taxes.....................................         359          808 
                                                              ----------   ---------- 
                                                                 146,992      258,723 
MINORITY INTEREST...........................................       8,992        9,681 
COMMITMENTS AND CONTINGENCIES...............................          --           -- 
MANDATORILY REDEEMABLE STOCK................................      30,245       26,555 
STOCKHOLDERS' EQUITY:                                                                 
  Preferred stock, 6%, 500,000 shares authorized, none                                
    issued..................................................          --           -- 
  Preferred stock, $8 stated value, 1,000,000 shares                                  
    authorized; 850,138 issued; 16,000 and 18,700 shares                              
    outstanding at December 31, 1999 and 1998, respectively,                          
    after deducting 834,138 and 831,438 shares held in                                
    treasury, respectively..................................         128          150 
  Convertible preferred stock, Series A and B, 96,050 shares                          
    authorized and issued, no shares outstanding after                                
    deducting 96,050 shares held in treasury................          --           -- 
  Common stock, Series A and B, $1 par value, 1,000,000                               
    shares authorized; 598,283 shares issued; 25,845 and                              
    31,845 shares outstanding at December 31, 1999 and 1998,                          
    respectively, after deducting 572,438, and 566,438                                
    shares held in treasury, respectively...................          26           32 
  Common stock, Class C, $.05 par value, 1,700,000 shares                             
    authorized; 1,165,580 and 1,091,750 shares issued at                              
    December 31, 1999 and 1998, respectively; 1,102,930 and                           
    1,056,980 shares outstanding at December 31, 1999 and                             
    1998, respectively, after deducting 62,650 and 34,770                             
    shares held in treasury, respectively...................          55           53 
Paid-in capital.............................................       1,653        1,653 
Redemption premium on certain shares of common stock........         323          323 
Retained earnings...........................................      46,671       13,071 
Accumulated other comprehensive loss........................     (20,064)     (15,114)
    Total stockholders' equity..............................      28,792          168 
                                                              ----------   ---------- 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................  $1,412,439   $1,286,764 
                                                              ==========   ========== 

The accompanying notes are an integral part of these consolidated balance 
sheets. 

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THE MACMANUS GROUP, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                               1999       1998       1997   
                                                             --------   --------   -------- 
                                                                                            
COMMISSION AND FEE REVENUES................................. $787,461   $730,275   $731,455 
OPERATING EXPENSES:                                                                         
  Compensation and employee benefits........................  485,403    458,991    459,222 
  General agency............................................  149,087    135,983    137,050 
  Occupancy.................................................   62,220     62,480     63,764 
  Depreciation and amortization.............................   23,404     21,018     20,331 
  Nonrecurring charge.......................................       --     97,350         -- 
                                                             --------   --------   -------- 
     Total operating expenses...............................  720,114    775,822    680,367 
                                                             --------   --------   -------- 
OPERATING INCOME/(LOSS).....................................   67,347    (45,547)    51,088 
OTHER INCOME/(EXPENSE):                                                                     
  Interest income...........................................    6,851      8,038      4,702 
  Interest expense..........................................  (12,397)   (13,412)   (12,556)
  Foreign currency gain (loss)..............................      869        376     (1,179)
                                                             --------   --------   -------- 
     Total other expense....................................   (4,677)    (4,998)    (9,033)
     Income/(loss) before provision for income taxes........   62,670    (50,545)    42,055 
PROVISION FOR INCOME TAXES..................................   25,772     10,260     18,135 
                                                             --------   --------   -------- 
     Income/(loss) after provision for income taxes.........   36,898    (60,805)    23,920 
MINORITY INTEREST...........................................   (4,757)    (6,642)    (3,282)
EQUITY IN AFFILIATES........................................      920        889      1,527 
                                                             --------   --------   -------- 
NET INCOME/(LOSS)........................................... $ 33,061   $(66,558)  $ 22,165 
                                                             ========   ========   ======== 

The accompanying notes are an integral part of these consolidated financial 
statements. 

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THE MACMANUS GROUP, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997 
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                                  COMMON STOCK                                      
                                                           --------------------------                               
                                              PREFERRED     SERIES A AND     CLASS C                                
                             COMPREHENSIVE    STOCK ($8      B ($1 PAR      ($.05 PAR  PAID-IN  REDEMPTION  RETAINED
                             (LOSS)/INCOME  STATED VALUE)      VALUE)        VALUE)    CAPITAL   PREMIUM    EARNINGS
                             -------------  -------------  --------------   ---------  -------  ----------  --------
                                                                                                                    
BALANCES, DECEMBER 31,                                                                                              
  1997......................                    $397            $45            $49     $2,393      $323     $85,327 
Comprehensive loss:                                                                                                 
Net loss....................   $(66,558)                                                                    (66,558)
Other comprehensive loss,                                                                                           
  net of tax:                                                                                                       
  Foreign currency                                                                                                  
    translation                                                                                                     
    adjustment..............     (1,599)                                                                            
  Minimum pension liability                                                                                         
    adjustment, net of                                                                                              
    $2,741 tax benefit......     (6,489)                                                                            
                               --------                                                                             
Comprehensive loss: ........   $(74,646)                                                                            
                               ========                                                                             
Cost of 30,897 shares of $8                                                                                         
  preferred stock, 12,500                                                                                           
  shares of Series A and B                                                                                          
  common stock, and 140,550                                                                                         
  shares of Class C common                                                                                          
  stock, in each case                                                                                               
  repurchased for                                                                                                   
  treasury..................                    (247)           (13)            (6)      (740)              (15,895)
Issuance of 195,500 shares                                                                                          
  of Class C common stock                                                                                           
  from treasury.............                                                    10                                  
Retained earnings allocable                                                                                         
  to mandatorily redeemable                                                                                         
  stock.....................                                                                                 10,197 
                                                ----            ---            ---     ------      ----     ------- 
BALANCES, DECEMBER 31,                                                                                              
  1998......................                     150             32             53      1,653       323      13,071 
Comprehensive income:                                                                                               
Net income..................   $ 33,061                                                                      33,061 
Other comprehensive loss,                                                                                           
  net of tax:                                                                                                       
  Foreign currency                                                                                                  
    translation                                                                                                     
    adjustment..............     (4,837)                                                                            
  Minimum pension liability                                                                                         
    adjustment, net of $81                                                                                          
    tax benefit.............       (113)                                                                            
                               --------                                                                             
Comprehensive income: ......   $ 28,111                                                                             
                               ========                                                                             
Cost of 2,700 shares of $8                                                                                          
  preferred stock, 6,000                                                                                            
  shares of Series A and B                                                                                          
  common stock, and 205,250                                                                                         
  shares of Class C common                                                                                          
  stock, in each case                                                                                               
  repurchased for                                                                                                   
  treasury..................                     (22)            (6)           (10)                                 
Issuance of 251,200 shares                                                                                          
  of Class C common stock                                                                                           
  from treasury.............                                                    12                                  
Retained earnings allocable                                                                                         
  to mandatorily redeemable                                                                                         
  stock.....................                                                                                    539 
                                                ----            ---            ---     ------      ----     ------- 
BALANCES, DECEMBER 31,                                                                                              
  1999......................                    $128            $26            $55     $1,653      $323     $46,671 
                                                ====            ===            ===     ======      ====     ======= 



                              ACCUMULATED                                                                           
                                 OTHER                                                                              
                             COMPREHENSIVE                                                                          
                                 LOSS                                                                               
                             -------------                                                                          
                                                                                                                    
BALANCES, DECEMBER 31,                                                                                              
  1997......................   $ (7,026)                                                                            
Comprehensive loss:                                                                                                 
Net loss....................                                                                                        
Other comprehensive loss,                                                                                           
  net of tax:                                                                                                       
  Foreign currency                                                                                                  
    translation                                                                                                     
    adjustment..............     (1,599)                                                                            
  Minimum pension liability                                                                                         
    adjustment, net of                                                                                              
    $2,741 tax benefit......     (6,489)                                                                            
Comprehensive loss: ........                                                                                        
Cost of 30,897 shares of $8                                                                                         
  preferred stock, 12,500                                                                                           
  shares of Series A and B                                                                                          
  common stock, and 140,550                                                                                         
  shares of Class C common                                                                                          
  stock, in each case                                                                                               
  repurchased for                                                                                                   
  treasury..................                                                                                        
Issuance of 195,500 shares                                                                                          
  of Class C common stock                                                                                           
  from treasury.............                                                                                        
Retained earnings allocable                                                                                         
  to mandatorily redeemable                                                                                         
  stock.....................                                                                                        
                               --------                                                                             
BALANCES, DECEMBER 31,                                                                                              
  1998......................    (15,114)                                                                            
Comprehensive income:                                                                                               
Net income..................                                                                                        
Other comprehensive loss,                                                                                           
  net of tax:                                                                                                       
  Foreign currency                                                                                                  
    translation                                                                                                     
    adjustment..............     (4,837)                                                                            
  Minimum pension liability                                                                                         
    adjustment, net of $81                                                                                          
    tax benefit.............       (113)                                                                            
Comprehensive income: ......                                                                                        
Cost of 2,700 shares of $8                                                                                          
  preferred stock, 6,000                                                                                            
  shares of Series A and B                                                                                          
  common stock, and 205,250                                                                                         
  shares of Class C common                                                                                          
  stock, in each case                                                                                               
  repurchased for                                                                                                   
  treasury..................                                                                                        
Issuance of 251,200 shares                                                                                          
  of Class C common stock                                                                                           
  from treasury.............                                                                                        
Retained earnings allocable                                                                                         
  to mandatorily redeemable                                                                                         
  stock.....................                                                                                        
                               --------                                                                             
BALANCES, DECEMBER 31,                                                                                              
  1999......................   $(20,064)                                                                            
                               ========                                                                             

The accompanying notes are an integral part of these consolidated financial 
statements. 

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THE MACMANUS GROUP, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                               1999       1998       1997   
                                                             --------   --------   -------- 
                                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:                                                       
  Net income (loss)......................................... $ 33,061   $(66,558)  $ 22,165 
  Reconciliation of net income (loss) to net cash provided                                  
     by operating activities:                                                               
     Depreciation and amortization..........................   23,404     21,018     20,331 
     Nonrecurring charge....................................       --     97,350         -- 
     (Decrease)/increase in deferred compensation and                                       
       accrued retirement benefits..........................   (4,166)    10,013     (3,797)
     Decrease in deferred income taxes......................   (2,864)    (9,284)    (2,073)
     (Decrease)/increase in deferred rent liability.........     (317)      (685)       431 
  Changes in operating assets and liabilities, net of                                       
     effects from acquisition                                                               
     (Increase)/decrease in accounts receivable, net........  (95,327)    94,709    (39,164)
     Increase in production expenditures billable to                                        
       clients..............................................   (5,854)    (6,503)      (729)
     Increase/(decrease) in trade accounts payable..........   65,534    (41,884)    45,197 
     Increase in accrued expenses and other payables........   43,225      1,990      2,121 
     (Decrease)/increase in accrued income taxes............   (1,520)     3,400       (783)
     Other, net.............................................    8,739      9,498      6,947 
                                                             --------   --------   -------- 
       Net cash provided by operating activities............   63,915    113,064     50,646 
                                                             --------   --------   -------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                       
  Business acquisitions, net of cash acquired...............  (39,529)   (20,319)   (14,970)
  Expenditures for property and equipment, net..............  (27,524)   (22,522)   (15,683)
  Other.....................................................      132        475        366 
                                                             --------   --------   -------- 
       Net cash used in investing activities................  (66,921)   (42,366)   (30,287)
                                                             --------   --------   -------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                                       
  Purchase of shares for Treasury, net......................   (1,713)    (3,240)    (5,973)
  Proceeds from short-term debt, net........................   10,691     13,485      3,984 
  Proceeds from long-term debt..............................      152         --     52,318 
  Repayment of long-term debt...............................  (37,389)   (22,214)   (24,154)
                                                             --------   --------   -------- 
     Net cash (used in) provided by financing activities....  (28,259)   (11,969)    26,175 
                                                             --------   --------   -------- 
Effect of exchange rate changes on cash and cash                                            
  equivalents...............................................   (4,401)    (6,236)    (2,808)
                                                             --------   --------   -------- 
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS........  (35,666)    52,493     43,726 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................  222,750    170,257    126,531 
                                                             --------   --------   -------- 
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $187,084   $222,750   $170,257 
                                                             ========   ========   ======== 
SUPPLEMENTAL CASH FLOW INFORMATION                                                          
  Income taxes paid......................................... $ 20,146   $ 16,319   $ 14,833 
  Interest paid............................................. $ 12,350   $ 12,973   $ 11,799 

The accompanying notes are an integral part of these consolidated financial 
statements. 

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                     

Nature of Operations                                                        

 The MacManus Group, Inc. (the "Company") is a worldwide holding company
comprised of operating entities which provide advertising, marketing and        
communications services in every major world market. The business is conducted  
through D'Arcy Masius Benton & Bowles Communications and N.W. Ayer & Partners   
(two advertising agency networks), Medicus Group International, Inc. (medical   
advertising network), Manning Selvage & Lee (public relations firm), MediaVest, 
formerly known as TeleVest, (broadcast placement and programming firm) and other
wholly owned companies.                                                         

Principles of Consolidation                                                 

   The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions    
have been eliminated.                                                           

Investments in Affiliates                                                   

 Investments in unconsolidated companies are accounted for by the equity
method. The equity method is used when the Company has an ownership interest of 
greater than 20% and less than 50% and exercises significant influence over the 
operating and financial policies of these investments.                          

Comprehensive Income                                                        

  In 1998, the Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income," issued by the Financial Accounting   
Standards Board ("FASB") which establishes standards for reporting and          
displaying comprehensive income and its components in a financial statement that
is displayed with the same prominence as other financial statements.            

Cash and Cash Equivalents                                                   

Cash and cash equivalents consist of highly liquid instruments with   
original maturities, when purchased, of three months or less.                   

Production Expenditures Billable to Clients                                 

   Production expenditures billable to clients consist of third party vendor
costs incurred in providing corporate communications services to clients.       

Revenue Recognition                                                         

Revenues are principally derived from commissions for placement of    
advertisements in various media and from fees for manpower and production of    
advertisements. Revenue is realized when the service is performed, in accordance
with the terms of the contractual agreement, and collection is reasonably       
assured.                                                                        

Financial Instruments                                                       

The Company uses financial derivatives to manage its exposure to      
fluctuations in foreign currency exchange rates and interest rates. The         
instruments used are primarily foreign exchange contracts and cross currency    
interest rate swaps.                                                            

     Foreign currency gains and losses on forward contracts designated as hedges
of existing foreign currency assets and liabilities are recognized in income    
while foreign currency gains and losses on forward contracts designated as      
hedges of net investments in foreign subsidiaries are recognized as a component 
of stockholders'                                                                

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

equity. Foreign currency gains and losses on contracts designated as hedges of  
identifiable foreign currency firm commitments are not recognized until included
in the measurement of the related foreign currency transactions.                

   Cross currency interest rate swaps are bifurcated at inception. Gains and
losses on the interest component of the swap are recognized as a yield          
adjustment in the income statement. Gains and losses on the currency component  
are recognized in other comprehensive income as these instruments are designated
and effective as a hedge of foreign currency denominated net assets of          
subsidiaries.                                                                   

 To qualify as a hedge, the item to be hedged must expose the Company to
price, interest rate or foreign currency exchange rate risk and the hedging     
instrument must reduce that exposure in a highly correlated manner. Any         
contracts held or issued that do not meet the requirements of a hedge are       
recorded at fair value in the balance sheet and any changes in that fair value  
recognized in income. If a contract designated as a hedge of price risk or      
foreign currency exchange risk is terminated, the associated gain or loss is    
deferred and recognized in income in the same manner as the hedged item. Also, a
contract designated as a hedge of an anticipated transaction that is no longer  
likely to occur is recorded at fair value and the associated changes in fair    
value recognized in income. The gain or loss associated with a terminated       
interest rate swap that has been designated as a hedge of interest rate risk    
will continue to be recognized in interest expense over the life of the         
agreement.                                                                      

Property and Equipment                                                      

 Property and equipment is recorded at cost and is depreciated using the
straight-line method over the estimated useful lives of the related assets,     
ranging from three to ten years. Leasehold improvements are amortized over the  
shorter of the estimated useful lives or the related lease terms. Company policy
provides for capitalization of all major expenditures for renewal and           
improvements, and for current charges to income for repairs and maintenance.    

Capitalized Software Costs                                                  

Costs associated with the acquisition or development of software for  
internal use are capitalized in accordance with the provisions of AICPA         
Statement of Position 98-1, "Accounting for the Costs of Computer Software      
Developed or Obtained for Internal Use," and amortized using the straight-line  
method over the expected useful life of the software, which ranges from 5 to 7  
years.                                                                          

Goodwill                                                                    

     Goodwill represents the excess of purchase price over the fair value of net
assets of acquired companies. The Company amortizes goodwill on a straight-line 
basis, over periods up to 40 years.                                             

Deferred Compensation                                                       

    The Company has certain compensation plans which enable eligible employees
to defer a portion of their compensation into future periods. Amounts related to
these compensation arrangements are charged to expense as the related services  
are performed.                                                                  

Income Taxes                                                                

Deferred tax liabilities and assets are recognized as the difference  
between the financial statement and tax bases of assets and liabilities         
multiplied by tax rates applicable to the year in which the differences are     
expected to reverse.                                                            

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Use of Estimates                                                            

The preparation of financial statements in conformity with generally  
accepted accounting principles requires management to make estimates and        
assumptions that affect certain reported amounts and disclosures. Actual results
could differ from those estimates.                                              

Foreign Currency Translation                                                

  Assets and liabilities of the Company's foreign subsidiaries, other than
those located in highly inflationary countries, are translated at current       
exchange rates, while income and expense are translated at average rates for the
period. For entities in highly inflationary countries, a combination of current 
and historical rates is used to determine foreign currency gains and losses     
resulting from financial statement translation. Translation gains and losses are
reported as a component of stockholders' equity except for those associated with
highly inflationary countries, which are reported directly in the accompanying  
statements of operations. Foreign currency transaction gains and losses are     
included in the determination of net income in the period incurred.             

Reclassifications                                                           

 Certain prior year amounts have been reclassified to conform to current
year presentation.                                                              

2.  NONRECURRING CHARGE                                                         

   In the fourth quarter of 1998, the Company recorded a nonrecurring charge
of $97.4 million. Of the nonrecurring charge, $78.4 million was noncash, and    
represented a write-down due to the impairment of goodwill and other long-lived 
assets based on management's beliefs that the carrying value of goodwill        
relating to certain investments was no longer recoverable. $7.7 million of the  
nonrecurring charge represented a write-off of accounts receivable and unbilled 
inventory recognized in connection with the change in management at one of the  
Company's project-based operating subsidiaries. The remaining $11.2 million of  
the nonrecurring charge was comprised of other charges related to planned office
closures and contractual obligations from which the Company does not anticipate 
the receipt of any future benefits.                                             

The write-down of goodwill was done in accordance with Statement of   
Financial Accounting Standards No. 121, Accounting for the Impairment of        
Long-Lived Assets and Long-Lived Assets to be Disposed of, ("SFAS No. 121"). In 
accordance with SFAS No. 121, the carrying value of the impaired asset,         
specifically the goodwill associated with each identified operating unit, was   
determined to be in excess of its fair value. The fair value of the goodwill was
determined based on the undiscounted projected future cash flows of the         
associated operating unit. The fair values estimated by the Company's management
were based on the trend in profitability of each of the operating units, changes
in client relationships, and trends in clients' spending patterns. The goodwill 
impairment amount was determined as the difference between the discounted       
projected future cash flows of the operating units and the carrying value of the
associated goodwill.                                                            

3.  ACQUISITIONS                                                                

During each of the three years ended December 31, 1999, the Company   
completed several unrelated acquisitions and increased its ownership in selected
foreign investments. The aggregate purchase price for all acquisitions          
approximated $47.3 million, $10.9 million and $17.2 million for 1999, 1998 and  
1997, respectively.                                                             

 The Company has accounted for these acquisitions by the purchase method
and, accordingly, the results of operations of the acquired companies have been 
included in the consolidated statements of operations from the closing dates of 
the acquisitions. The effect of these acquisitions is immaterial to the         
consolidated financial position and results of operations of the Company.       

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 The Company is required to make contingent payments to former owners of
certain acquired companies based on the acquired companies' future profits, as  
defined in the agreements. Such payments are recorded in accordance with        
Accounting Principles Board Opinion No. 16, "Business Combinations". In 1999,   
1998 and 1997, the Company recorded $10.7 million, $5.1 million and $4.0        
million, respectively, as additional purchase price related to acquisitions.    

4.  FOREIGN OPERATIONS                                                          

The Company's foreign subsidiaries are primarily engaged in providing 
advertising, marketing and communication services. Combined condensed financial 
information for such subsidiaries is as follows (dollars in thousands):         

                                                                [Download Table]

                                                        1999      1998      1997  
                                                      --------  --------  --------
                                                                                  
Total assets......................................... $494,190  $438,125  $410,522
Total liabilities.................................... $397,607  $360,687  $328,654
Commission and fee revenues.......................... $362,551  $348,599  $343,509

Total net foreign currency transaction gains (losses) included in the 
consolidated statements of operations were $.9 million, $.4 million and $(1.1)  
million in 1999, 1998 and 1997, respectively.                                   

5.  CONCENTRATION OF CREDIT RISK                                                

  For the years ended December 31, 1999, 1998 and 1997, the Company's five
largest customers accounted for approximately 39%, 36% and 34.6%, respectively, 
of total commission and fee revenues. The five largest accounts receivable      
balances accounted for approximately 32%, 27% and 26.7%, respectively, of net   
receivables as of December 31, 1999, 1998 and 1997. The Company's largest and   
second largest customers accounted for approximately 17% and 11% of commission  
and fee revenues, respectively, for the year ended December 31, 1999. The       
largest customer accounted for approximately 15% of outstanding accounts        
receivable as of December 31, 1999. The Company's largest and second largest    
customers accounted for approximately 16% and 10% of commission and fee         
revenues, respectively, for the year ended December 31, 1998. The largest       
customer accounted for approximately 14% of outstanding accounts receivable as  
of December 31, 1998. The Company's largest and second largest customers        
accounted for approximately 14% and 10% of commission and fee revenues,         
respectively, for the year ended December 31, 1997. The largest customer        
accounted for approximately 13% of outstanding accounts receivable as of        
December 31, 1997.                                                              

6.  SEGMENT REPORTING                                                           

 The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The Company's wholly-owned and             
partially-owned businesses operate within the corporate communications services 
operating segment. These businesses provide a variety of communications services
to clients through several worldwide, national and regional independent agency  
brands. A summary of the                                                        

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Company's commission and fee revenues, and long-lived assets by geographic area 
as of December 31, 1999 and 1998, and for the years then ended is as follows    
(dollars in thousands):                                                         

                                                        [Enlarge/Download Table]

                                UNITED    UNITED   ALL OTHER   ASIA     LATIN                    
                                STATES   KINGDOM    EUROPE    PACIFIC  AMERICA   OTHER    TOTAL  
                               --------  --------  ---------  -------  -------  -------  --------
                                                                                                 
1999                                                                                             
Commission and Fees........... $424,910  $101,110  $149,307   $48,745  $50,477  $12,912  $787,461
Long-lived Assets............. $ 59,627  $  4,767  $  8,465   $ 3,539  $ 2,177  $ 2,042  $ 80,617
1998                                                                                             
Commission and Fees........... $381,676  $ 95,185  $150,049   $44,269  $48,382  $10,714  $730,275
Long-lived Assets............. $ 49,270  $  6,395  $  9,472   $ 2,624  $ 2,305  $ 1,871  $ 71,937
1997                                                                                             
Commission and Fees........... $387,946  $ 98,475  $147,525   $43,770  $43,079  $10,660  $731,455
Long-Lived Assets............. $ 40,241  $  7,620  $  8,663   $ 2,726  $ 1,646  $ 2,016  $ 62,912

7.  PROPERTY AND EQUIPMENT                                                      

Property and equipment and the related accumulated depreciation and   
amortization as of December 31, 1999 and 1998 are summarized as follows (dollars
in thousands):                                                                  

                                                                [Download Table]

                                                               1999       1998   
                                                             ---------   ------- 
                                                                                 
Furniture and fixtures...................................... $  39,101   $36,984 
Equipment...................................................    35,513    33,323 
Vehicles....................................................     3,076     3,000 
Leases......................................................     2,736     1,115 
Leasehold improvements......................................    69,416    65,850 
Software....................................................    33,798    22,491 
                                                             ---------   ------- 
  Total cost................................................   183,640   162,763 
Accumulated depreciation and amortization...................  (103,023)  (90,826)
                                                             ---------   ------- 
  Property and equipment, net............................... $  80,617   $71,937 
                                                             =========   ======= 

8.  INCOME TAXES                                                                

Income/(loss) before provision for income taxes and the provision for 
income taxes for the years ended December 31, 1999, 1998 and 1997 consisted of  
the amounts shown below (dollars in thousands):                                 

                                                                [Download Table]

                                                         1999      1998      1997  
                                                        -------  --------   -------
                                                                                   
Income/(loss) before provision for income taxes:                                   
  Domestic............................................. $23,349  $(39,718)  $17,172
  Foreign..............................................  39,321   (10,827)   24,883
                                                        -------  --------   -------
     Total............................................. $62,670  $(50,545)  $42,055
                                                        =======  ========   =======

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                          1999      1998      1997   
                                                         -------   -------   ------- 
                                                                                     
Provision for income taxes:                                                          
Current:                                                                             
  Federal............................................... $10,693   $ 4,920   $ 6,329 
  State and local.......................................   1,043     1,986     1,326 
  Foreign...............................................  16,564    12,638    12,553 
                                                         -------   -------   ------- 
                                                          28,300    19,544    20,208 
                                                         -------   -------   ------- 
Deferred:                                                                            
  Federal, state and local..............................  (3,169)   (6,082)   (2,847)
  Foreign...............................................     641    (3,202)      774 
                                                         -------   -------   ------- 
                                                          (2,528)   (9,284)   (2,073)
                                                         -------   -------   ------- 
                                                         $25,772   $10,260   $18,135 
                                                         =======   =======   ======= 

  The Company's effective income tax rate for the years ended December 31,
1999, 1998 and 1997 varied from the statutory federal income tax rate as a      
result of the following factors:                                                

                                                                [Download Table]

                                                             1999   1998    1997 
                                                             ----   -----   ---- 
                                                                                 
Statutory federal income tax rate........................... 35.0%  35.0%   35.0%
State and local taxes on income, net of federal income tax                       
  benefit...................................................  1.1     2.5    2.0 
Foreign subsidiaries' tax rate differentials................  5.1     1.6    5.4 
Foreign losses not benefited................................  1.3     4.5    1.8 
Nonrecurring charge.........................................   --   (61.5)    -- 
Other....................................................... (1.4)   (2.4)  (1.1)
                                                             ----   -----   ---- 
Effective rate.............................................. 41.1%  (20.3)% 43.1%
                                                             ====   =====   ==== 

     Deferred income taxes are provided for the temporary difference between the
financial reporting bases and tax bases of the Company's assets and liabilities.
Deferred tax benefits result primarily from recording certain expenses in the   
financial statements which are not currently deductible for tax purposes.       
Deferred tax liabilities result from expenses which are currently deductible for
tax purposes but have not yet been expensed in the financial statements.        

    The Company has recorded deferred tax benefits as of December 31, 1999 and
1998 of $42.1 million and $36.3 million, respectively, which are net of         
valuation allowances of $12.7 million and $14.6 million, respectively. The      
deferred tax assets relate principally to deferred compensation and deferred    
rent expense. Also, deferred tax assets were recorded for foreign net operating 
loss carryforwards, which were predominantly offset by valuation allowances due 
to the uncertainty of realizing the future tax benefits. In 1999, the valuation 
allowance decreased by $1.9 million due principally to the decrease of certain  
net operating losses.                                                           

   The Company has recorded deferred tax liabilities as of December 31, 1999
and 1998 of $.4 million and $.8 million, respectively.                          

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 Deferred tax benefits as of December 31, 1999 and 1998 consisted of the
amounts shown below (dollars in millions):                                      

                                                                [Download Table]

                                                               1999     1998  
                                                              ------   ------ 
                                                                              
Compensation................................................  $ 21.5   $ 19.3 
Rent........................................................    10.5     10.7 
Tax Loss Carryovers.........................................    10.6     13.0 
Other.......................................................    12.2      7.9 
                                                              ------   ------ 
  Sub-Total.................................................    54.8     50.9 
Less: Valuation Allowance...................................   (12.7)   (14.6)
                                                              ------   ------ 
  Total.....................................................  $ 42.1   $ 36.3 
                                                              ======   ====== 

 Net current deferred tax benefits as of December 31, 1999 and 1998 were
$11.8 million and $2.1 million, respectively. Net non-current deferred tax      
benefits as of December 31, 1999 and 1998 were $30.3 million and $34.2 million, 
respectively. The Company has concluded that it is probable that it will be able
to realize these net deferred tax benefits in future periods.                   

    At December 31, 1999, there were net operating loss carryforwards of $27.2
million with various expiration periods.                                        

The Company has not accrued U.S. Federal income taxes on cumulative   
undistributed earnings of foreign subsidiaries of approximately $48.7 million as
of December 31, 1999. It is the Company's intention to reinvest undistributed   
earnings of its foreign subsidiaries and thereby indefinitely postpone their    
remittance. The Company anticipates that there would be no material foreign     
withholding taxes or United States income taxes which would become payable if   
undistributed earnings of foreign subsidiaries were paid as dividends.          

9. SHORT-TERM BORROWINGS AND LINES OF CREDIT                                    

Bank loans of $42.4 million and $33.9 million at December 31, 1999 and
1998, respectively, are primarily attributed to unsecured overdrafts of the     
international subsidiaries used for local working capital purposes. The weighted
average interest rate on outstanding debt at December 31, 1999 and 1998 was     
5.61% and 4.84%, respectively.                                                  

    At December 31, 1999 and 1998 the Company had unsecured lines of credit of
$142.3 million and $138.0 million, respectively, of which $99.9 million and     
$104.1 million were unused. In 1996, the Company put in place a $120.0 million  
revolving Multi-currency Credit Agreement (the "Credit Facility"). At December  
31, 1999 this Credit Facility was still in place and was due to expire December 
3, 2000. In addition, the Company maintains uncommitted lines of credit for its 
international subsidiaries local working capital needs. Drawings under such     
local credit lines held with syndicate banks reduce availability under the      
Credit Facility.                                                                

The Credit Facility contains restrictive covenants that require, among
other things, the maintenance of minimum working capital and consolidated net   
worth as well as certain defined ratios. At December 31, 1999, the Company was  
in compliance with all of the covenants.                                        

In January 2000, the Credit Facility was restructured as the revolving
tranche of a $630.0 million Amended and Restated Credit Agreement (the "Restated
Credit Agreement"). The Restated Credit Agreement includes a $120.0 million     
revolving credit facility principally comprised of a $100.2 million swing line  
to provide overnight borrowing capabilities and is committed through January    
2003. In addition, the Restated Credit Agreement contained a $175.0 million     
Short-term Working Capital Facility which expired on                            

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

April 30, 2000, and a $335.0 million Term Loan with required repayments of $50.0
million in January 2001 and January 2002 and a $235.0 million repayment in      
January 2003.                                                                   

10. LONG-TERM DEBT                                                              

Long-term debt consists of the following at December 31, 1999 and 1998
(dollars in thousands):                                                         

                                                                [Download Table]

                                                                1999       1998   
                                                              --------   -------- 
                                                                                  
Notes payable to insurance companies (7.02%), payable in                          
  annual installments commencing in 2001 through 2007.......  $ 50,000   $ 50,000 
Notes payable to insurance companies (6.95%), payable in                          
  annual installments through 2003..........................    13,600     15,300 
Notes payable to insurance companies (6.57%), payable in                          
  annual installments through 2002..........................    12,000     16,000 
Notes payable to insurance companies (7.98%), payable in                          
  annual installments through 2001..........................    11,000     16,000 
Notes payable to insurance company (10.43%), payable in                           
  semiannual installments through 2000......................        --      2,307 
Notes payable to financing company (3.9%), payable in                             
  monthly installments through 1999.........................        --      1,043 
Notes payable to banks by foreign subsidiary (3.88% to                            
  3.89%), payable in 2000...................................        --     19,643 
Notes payable to banks by foreign subsidiaries at applicable                      
  banks' base lending rates (4.73% to 24.00% and 4.20% to                         
  27.60% at December 31, 1999 and 1998, respectively),                            
  payable in varying installments through 2003..............     1,430      2,554 
Notes payable relating to stock redemptions, variable                             
  interest (5.74% and 8.00% at December 31, 1999 and 5.17%                        
  and 8.00% at December 31, 1998, respectively), generally                        
  payable over four years...................................     8,104     19,214 
                                                              --------   -------- 
                                                                96,134    142,061 
Less, current portion.......................................   (91,021)   (23,542)
                                                              --------   -------- 
  Long-term debt............................................  $  5,113   $118,519 
                                                              ========   ======== 

    At December 31, 1999, maturities of long-term debt are $91.0 million, $2.4
million, $1.7 million, and $1.0 million from 2000 to 2003, respectively.        

The long-term notes contain restrictive covenants which require, among
other things, the maintenance of minimum working capital and consolidated net   
worth, as well as certain defined ratios. At December 31, 1999, the Company was 
in compliance with all of the covenants.                                        

  When the Restated Credit Agreement was put in place in January 2000, the
entire outstanding balance of long-term notes was repaid out of existing        
operating cash. The total payment to the noteholders was $89.0 million which    
included a make-whole of $.1 million and accrued interest payable of $2.3       
million. The repayment of this debt enabled the Company to negotiate an updated 
covenant package in the Restated Credit Agreement.                              

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

11.  FAIR VALUE OF FINANCIAL INSTRUMENTS                                        

     The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments as of December 31, 1999 and 1998 (dollars
in thousands):                                                                  

                                                        [Enlarge/Download Table]

                                                    1999                   1998         
                                            ---------------------  ---------------------
                                            CARRYING               CARRYING             
                                             AMOUNT    FAIR VALUE   AMOUNT    FAIR VALUE
                                            --------   ----------  --------   ----------
                                                                                        
Cash and cash equivalents.................. $187,084    $187,084   $222,750    $222,750 
Short-term borrowings...................... $ 42,372    $ 42,372   $ 33,870    $ 33,870 
Long-term debt............................. $ 96,134    $ 96,585   $142,061    $149,326 
Financial commitments                                                                   
  Cross currency interest rate swaps.......       --    $    520         --          -- 
  Foreign exchange contracts...............       --    $   (493)        --    $    129 

    The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate  
that value:                                                                     

CASH AND CASH EQUIVALENTS:                                                  

     The fair value of cash and cash equivalents approximated carrying value due
to the short-term maturity of these instruments.                                

SHORT-TERM BORROWINGS:                                                      

    The fair value of short-term borrowings approximated carrying value due to
the short-term maturity of these instruments.                                   

LONG-TERM DEBT:                                                             

     Fair values for long-term debt were determined based on currently available
treasury rates with similar terms and remaining maturities.                     

FINANCIAL COMMITMENTS:                                                      

    The estimated fair values of derivative positions represent the net amount
required to terminate the position, taking into consideration market rates and  
counterparty credit risk.                                                       

12.  FINANCIAL INSTRUMENTS AND MARKET RISK                                      

The Company utilizes derivative financial instruments predominantly to
reduce certain market risks, including the impact of currency rate and interest 
rate changes. Derivative activities are limited in volume and confined to risk  
management activities. Senior management of the Company actively participates in
the quantification, monitoring, and control of all significant risks.           

    At December 31, 1999, the Company had Euro 20.0 million notional principal
amount of cross currency swaps. The swaps convert a portion of the Company's    
fixed rate US$ denominated debt into floating rate Euro denominated debt. These 
swaps were terminated in January 2000 in conjunction with the repayment of the  
long-term notes. There was a gain of $.9 million recognized at termination.     

   As of December 31, 1998, the Company had an open forward foreign currency
contract for approximately $11.8 million of a speculative nature.               

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 The Company enters into forward foreign exchange contracts primarily to
hedge intercompany payables and receivables. The forward contract terms are     
typically 3 months or less and structured to facilitate the payment of the      
intercompany obligation with the resulting gain or loss included in the basis of
the transaction upon settlement. When the underlying intercompany obligation is 
long-term in nature a 1-year forward contract is entered into and revalued on a 
quarterly mark-to-market basis.                                                 

   Counterparty risk is managed by entering into arrangements of this nature
with well-known banks which are known to have credit ratings equal to or better 
than that of the Company.                                                       

13.  CAPITAL STOCK                                                              

 Holders of the $8 preferred stock are entitled to receive noncumulative
cash dividends up to a maximum of 9.5% of stated value. The holders of $8       
preferred stock are not entitled to voting rights. In the event of the Company's
liquidation, the holders of the $8 preferred stock, Class A (Series A and B)    
common stock and Class C common stock are entitled to receive all of the        
remaining assets of the Company, based on the proportion that the sum of the    
book value of their shares bears to the sum of the aggregate book value of all  
outstanding shares of these three classes of stock. In conjunction with the     
merger transaction (see note 17), all of the preferred stock was redeemed in    
January 2000.                                                                   

   When a shareholder/employee ceases full-time employment with the Company,
the common shares are redeemed at the original purchase price plus the          
employee's share of accumulated retained earnings during the holding period,    
payable over a period of up to five years at the option of the Company.         
Redemption amounts relating to the common shares are included in "Mandatorily   
redeemable stock" in the accompanying balance sheets.                           

14.  COMMITMENTS AND CONTINGENCIES                                              

The Company and its subsidiaries are obligated under a number of lease
agreements for office space. Generally, the leases require the payment of base  
rents plus escalations for increases in building operating costs and real estate
taxes. Rent expense under these leases amounted to $49.5 million and $48.5      
million in 1999 and 1998, respectively. In addition, the Company is obligated   
under operating lease agreements, principally for equipment. Expense under these
leases amounted to $23.3 million and $22.8 million in 1999 and 1998,            
respectively. Minimum lease payments under all noncancelable operating leases as
of December 31, 1999 are as follows (dollars in thousands):                     

                                                                [Download Table]

YEAR                                                           AMOUNT 
----                                                          --------
                                                                      
2000........................................................  $ 53,183
2001........................................................    47,098
2002........................................................    41,473
2003........................................................    35,523
2004........................................................    32,310
Thereafter..................................................   134,193
                                                              --------
                                                              $343,780
                                                              ========

The Company is party to certain legal proceedings incidental to its   
business. While it is not feasible to predict or determine the final outcome of 
these proceedings, management does not believe that the outcome will have a     
material effect on the Company's consolidated financial position, results of    
operations, or cash flows.                                                      

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

15.  EMPLOYEE BENEFIT PLANS                                                     

US Pension Plans                                                            

    The Company sponsors a funded defined benefit pension plan (the "Plan") in
the United States, which covers substantially all of its full-time employees.   
The Company makes annual contributions to the Plan in accordance with amounts   
actuarially determined by an independent consulting actuary. Plan assets consist
primarily of investments in equity securities, bonds and equity mutual funds.   

The Company also has unfunded, nonqualified domestic pension plans to 
provide benefits in excess of Internal Revenue Code limitations and to provide  
US equivalent benefits for domestic employees on temporary overseas assignments.

US Postretirement Benefits                                                  

     The Company provides postretirement medical and life insurance benefits for
substantially all domestic employees who are at least 55 years of age and have  
at least 15 years of service who were hired before various specified dates. The 
Company contributes a fixed amount based on the age of the retiree and the      
service at retirement. Since employer contributions are fixed, the aging and    
health care cost trend rates are not applicable.                                

   The significant components of the above mentioned plans as of and for the
years ended December 31, 1999 and 1998 are summarized as follows (dollars in    
thousands):                                                                     

                                                        [Enlarge/Download Table]

                                                                                       SUPPLEMENTAL     
                                           PENSION PLAN      POSTRETIREMENT PLANS      PENSION PLANS    
                                        ------------------   ---------------------  ------------------- 
                                          1999      1998       1999        1998       1999       1998   
                                        --------   -------   ---------   ---------  --------   -------- 
                                                                                                        
CHANGE IN BENEFIT OBLIGATION:                                                                           
Benefit obligation at beginning of                                                                      
  year................................  $ 55,225   $49,271    $ 5,656     $ 6,417   $ 23,029   $ 22,677 
  Service cost........................     6,273     6,110         70          88        456        514 
  Interest cost.......................     4,244     3,627        398         418      1,791      1,666 
  Actuarial loss/(gain)...............     3,583    (1,423)      (149)        (33)     1,265       (541)
  Other...............................        --        --         --        (742)        37         11 
  Net benefits paid...................    (2,667)   (2,360)      (487)       (492)    (1,377)    (1,298)
                                        --------   -------    -------     -------   --------   -------- 
Benefit obligation at end of year.....  $ 66,658   $55,225    $ 5,488     $ 5,656   $ 25,201   $ 23,029 
                                        --------   -------    -------     -------   --------   -------- 
CHANGE IN PLAN ASSETS:                                                                                  
Fair value of plan assets at beginning                                                                  
  of year.............................  $ 68,721   $57,581         --          --         --         -- 
  Actual return on plan assets........    17,668     8,951         --          --         --         -- 
  Employer contribution...............     1,756     4,549        487         492         --         -- 
  Net benefits paid...................    (2,667)   (2,360)      (487)       (492)        --         -- 
                                        --------   -------    -------     -------   --------   -------- 
Fair value of plan assets at end of                                                                     
  year................................  $ 85,478   $68,721         --          --         --         -- 
                                        --------   -------    -------     -------   --------   -------- 
Fair value of plan assets greater                                                                       
  (less) than benefit obligation......  $ 18,820   $13,496    $(5,488)    $(5,656)  $(25,201)  $(23,029)
Unrecognized actuarial (gain)/loss....   (12,871)   (4,914)      (861)       (754)       390       (875)
Unrecognized prior service costs......      (852)   (1,075)      (608)       (675)     1,186      1,341 
Unrecognized transition obligation....        --        --      4,129       4,447        (12)       (14)
                                        --------   -------    -------     -------   --------   -------- 
Net amount recognized.................  $  5,097   $ 7,507    $(2,828)    $(2,638)  $(23,637)  $(22,577)
                                        --------   -------    -------     -------   --------   -------- 

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                                     SUPPLEMENTAL     
                                          PENSION PLAN     POSTRETIREMENT PLANS      PENSION PLANS    
                                       ------------------  ---------------------  ------------------- 
                                         1999      1998      1999        1998       1999       1998   
                                       --------   -------  ---------   ---------  --------   -------- 
                                                                                                      
Additional minimum liability..........                                              (1,788)    (1,756)
Accumulated other comprehensive                                                                       
  income..............................                                                (449)        -- 
                                                                                  --------   -------- 
                                                                                  $(25,874)  $(24,333)
                                                                                  ========   ======== 

In accordance with FASB Statement No. 87, the Company has recorded the
additional minimum liability for underfunded plans of $2.2 million and $1.8     
million, respectively, at December 31, 1999 and 1998, representing the excess of
unfunded accumulated benefit obligation over previously recorded pension cost   
liabilities. A corresponding amount has been recognized as an intangible asset  
except to the extent that these additional liabilities exceed related           
unrecognized prior service cost and net transition obligation, in which case the
increase in liabilities is recognized in other comprehensive income.            

The components of net periodic pension benefit cost and the           
weighted-average assumptions are as follows (dollars in thousands):             

                                                        [Enlarge/Download Table]

                                                                     POSTRETIREMENT           SUPPLEMENTAL       
                                            PENSION PLAN                 PLANS               PENSION PLANS       
                                     ---------------------------   ------------------   ------------------------ 
                                      1999      1998      1997     1999   1998   1997    1999     1998     1997  
                                     -------   -------   -------   ----   ----   ----   ------   ------   ------ 
                                                                                                                 
COMPONENTS OF NET PERIODIC PENSION                                                                               
  BENEFIT COST                                                                                                   
Service Cost........................ $ 6,273   $ 6,110   $ 5,442   $ 70   $ 88   $126   $  455   $  514   $  600 
Interest cost.......................   4,244     3,627     3,185    398    418    476    1,791    1,666    1,638 
Expected return on assets...........  (6,128)   (5,202)   (4,275)    --     --     --       --       --       -- 
Amortization of:                                                                                                 
  Transition obligation/(asset).....      --        --        --    318    318    318       (2)      (2)      (2)
  Prior service cost................    (222)     (222)     (200)   (67)   (67)    --      191      188      186 
  Net amortization of unrecognized                                                                               
    gain............................      --        --        --    (42)   (17)   (23)      --      (16)     (40)
                                     -------   -------   -------   ----   ----   ----   ------   ------   ------ 
Net periodic benefit cost........... $ 4,167   $ 4,313   $ 4,152   $677   $740   $897   $2,435   $2,350   $2,382 
                                     =======   =======   =======   ====   ====   ====   ======   ======   ====== 
WEIGHTED-AVERAGE ASSUMPTIONS                                                                                     
Discount rate.......................    7.50%     7.75%     7.75%  7.50%  7.75%  8.00%    7.50%    7.75%    7.50%
Expected return on assets...........    9.00%     9.00%     9.00%   N/A    N/A    N/A      N/A      N/A      N/A 
Rate of compensation increase.......    6.00%     6.00%     6.00%   N/A    N/A    N/A      N/A      N/A      N/A 

US 401K Plan                                                                

The Company sponsors a 401K plan which allows participants to make    
voluntary pre-tax contributions, via payroll deductions, of between 1% and 15%  
of total compensation subject to IRS limitations. The Company matches 50% of    
each participant's contributions, up to 6% of compensation and up to a maximum  
annual contribution of $1,800 per employee. All domestic employees who are at   
least 21 years of age and have completed at least one year of service are       
eligible to participate in this plan. Participants who have completed five years
of service are 100% vested in Company contributions. The expense for this plan  
was $1.9 million, $1.6 million and $1.1 million for the years ended December 31,
1999, 1998 and 1997, respectively.                                              

Foreign Retirement Plans                                                    

Certain of the Company's foreign subsidiaries have adopted retirement 
plans, the provisions of which vary to reflect practices under local laws and   
customs. It is the practice of these subsidiaries to generally fund             

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THE MACMANUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

pension costs accrued. Total pension expense for the Company's foreign          
subsidiaries was $9.1 million, $7.1 million and $7.0 million for the years ended
December 31, 1999, 1998 and 1997, respectively.                                 

Deferred Compensation Plans                                                 

     In the US the Company has several deferred compensation arrangements, which
enable eligible employees to defer a portion of their compensation into future  
periods. The Company accrues for the deferred compensation and interest thereon 
as the related services are performed. The amounts accrued under these plans    
were $22.2 million and $25.5 million as of December 31, 1999 and 1998,          
respectively. The expense for the years ended December 31, 1999, 1998 and 1997  
was $2.1 million, $7.2 million and $1.8 million, respectively.                  

Defined Contribution Plan for Former Shareholders                           

The Company has a nonqualified defined contribution benefit plan for  
employees who were shareholders of D'Arcy Masius MacManus and Benton & Bowles   
who did not become shareholders of the combined Company in 1985. The Board      
declares an amount each year that is accrued by the Company and credited to each
employee's account along with interest earned on unpaid balances. The liability 
at December 31, 1999 and 1998 was $4.3 million and $3.5 million, respectively.  
Expense for the years ended December 31, 1999, 1998 and 1997 was $1.9 million,  
$.8 million and $.6 million, respectively.                                      

16.  ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS                                  

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting 
standards of derivative instruments, including certain derivative instruments   
embedded in other contracts, and for hedging activities.                        

  In July 1999, the FASB approved SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of FASB    
Statement No. 133 -- an Amendment of FASB Statement No. 133," effective for all 
fiscal quarters of all fiscal years beginning after June 15, 2000. The Company  
does not expect the adoption of this standard to have a material effect on the  
Company's consolidated financial position, results of operations or cash flows. 

17.  SUBSEQUENT EVENT                                                           

   On January 31, 2000, the Company's shareholders approved a merger between
the Company and The Leo Group, Inc. to form a new entity called Bcom3 Group,    
Inc. ("Bcom3"). Immediately prior to the merger, the Company redeemed all of its
preferred shares and a portion of its common shares. Also immediately prior to  
the merger, the Company's Multi-currency Credit Agreement was restructured as   
the revolving tranche of a $630.0 million Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement replaced the Multi-currency Credit    
Agreement, financed the MacManus Shareholder Redemption plan and will provide   
temporary liquidity reserves during the transition phase of the merger. On March
14, 2000, Dentsu Inc. made an investment in Bcom3 for $493.2 million, the       
proceeds of which will be used to fund the general working capital needs of     
Bcom3.                                                                          

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                                                                     SCHEDULE II

BCOM3 GROUP, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                     ADDITIONS          DEDUCTIONS                           
                                                             -------------------------  ----------                           
                                                                                         ACCOUNTS    CURRENCY                
                                                  BALANCE                   CHARGED TO   WRITTEN    TRANSLATION    BALANCE   
                                                 JANUARY 1,  ACQUISITIONS    EXPENSES   OFF/OTHER   ADJUSTMENT   DECEMBER 31,
                                                 ----------  ------------   ----------  ----------  -----------  ------------
                                                                                                                             
YEAR ENDED DECEMBER 31, 2001:                                                                                                
Trade receivables -- allowance for doubtful                                                                                  
  accounts.....................................   $41,541      $ 4,206       $11,697     $(17,724)     $(665)      $39,055   
Long-term receivables -- allowance for doubtful                                                                              
  accounts.....................................   $   264      $    --       $ 1,901     $     --      $   3       $ 2,168   
YEAR ENDED DECEMBER 31, 2000:                                                                                                
Trade receivables -- allowance for doubtful                                                                                  
  accounts.....................................   $ 8,778      $20,507(1)    $16,219     $ (3,936)     $ (27)      $41,541   
Long-term receivables -- allowance for doubtful                                                                              
  accounts.....................................   $    --      $   264       $    --     $     --      $  --       $   264   
YEAR ENDED DECEMBER 31, 1999:                                                                                                
Trade receivables -- allowance for doubtful                                                                                  
  accounts.....................................   $ 6,200      $    --       $ 3,353     $   (735)     $ (40)      $ 8,778   

---------------                                                                 

(1) Acquisition of The MacManus Group                                           

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                                                                         ANNEX A

AGREEMENT AND PLAN OF MERGER* 

AMONG 

PUBLICIS GROUPE S.A., 

PHILADELPHIA MERGER CORP.,

PHILADELPHIA MERGER LLC 

AND 

BCOM3 GROUP, INC. 

DATED AS OF MARCH 7, 2002 

*  CONSOLIDATED VERSION REFLECTING THE CHANGES EFFECTED BY THE AMENDMENT NO. 1  
TO AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 13, 2002.              

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
                                   ARTICLE I                                    

                                   THE MERGER                                   

SECTION 1.01  The Merger..................................................   A-1
SECTION 1.02  Effective Time; Closing.....................................   A-2
SECTION 1.03  Effect of the Merger........................................   A-2
SECTION 1.04  Certificate of Incorporation; By-Laws.......................   A-2
SECTION 1.05  Directors and Officers......................................   A-2

                                   ARTICLE II                                   

                            CONVERSION OF SECURITIES                            

SECTION 2.01  Conversion of Securities....................................   A-2
SECTION 2.02  Sale of Debt Portion of Parent OBSAs........................   A-3
SECTION 2.03  Separation of Legal Title and Usufruct in Certain Shares....   A-5
SECTION 2.04  Dissolution of Voting Trust.................................   A-6
SECTION 2.05  Exchange of Shares..........................................   A-6
SECTION 2.06  Stock Transfer Books........................................   A-9
SECTION 2.07  Adjustments.................................................   A-9
SECTION 2.08  Company Stock Options.......................................   A-9
SECTION 2.09  Parent ORAs and Parent OBSAs................................  A-10
SECTION 2.10  Dentsu Payment..............................................  A-10

                                  ARTICLE III                                   

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY                  

SECTION 3.01  Organization and Qualification; Subsidiaries................  A-10
SECTION 3.02  Capitalization..............................................  A-10
SECTION 3.03  Authority Relative to This Agreement........................  A-11
SECTION 3.04  No Conflict; Required Filings and Consents..................  A-11
SECTION 3.05  Compliance with Laws........................................  A-12
SECTION 3.06  SEC Filings; Financial Statements...........................  A-12
SECTION 3.07  Absence of Certain Changes or Events........................  A-13
SECTION 3.08  Absence of Litigation.......................................  A-13
SECTION 3.09  Employee Benefit Plans; Labor Matters.......................  A-13
SECTION 3.10  Contracts...................................................  A-15
SECTION 3.11  Trademarks, Patents and Copyrights..........................  A-16
SECTION 3.12  Client Relations; Media Buying..............................  A-16
SECTION 3.13  Key Managers................................................  A-16
SECTION 3.14  Taxes.......................................................  A-16
SECTION 3.15  Vote Required...............................................  A-17
SECTION 3.16  Accounting and Reorganization Matters.......................  A-17
SECTION 3.17  Opinion of Financial Advisor................................  A-17
SECTION 3.18  Brokers.....................................................  A-18

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                                   ARTICLE IV                                   

               REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB          

SECTION 4.01  Organization and Qualification; Subsidiaries................  A-18
SECTION 4.02  Capitalization..............................................  A-18
SECTION 4.03  Authority Relative to this Agreement........................  A-19
SECTION 4.04  No Conflict; Required Filings and Consents..................  A-19
SECTION 4.05  Compliance with Laws........................................  A-20
SECTION 4.06  Parent Reports; Financial Statements........................  A-20
SECTION 4.07  Absence of Certain Changes or Events........................  A-21
SECTION 4.08  Absence of Litigation.......................................  A-21
SECTION 4.09  Contracts...................................................  A-21
SECTION 4.10  Trademarks, Patents and Copyrights..........................  A-21
SECTION 4.11  Client Relations; Media Buying..............................  A-22
SECTION 4.12  Key Managers................................................  A-22
SECTION 4.13  Taxes.......................................................  A-22
SECTION 4.14  Employee Benefits Plans; Labor Matters......................  A-22
SECTION 4.15  Vote Required...............................................  A-23
SECTION 4.16  Operations of Merger Sub and Parent LLC.....................  A-23
SECTION 4.17  Reorganization Matters......................................  A-23
SECTION 4.18  Brokers.....................................................  A-23

                                   ARTICLE V                                    

                     CONDUCT OF BUSINESS PENDING THE MERGER                     

SECTION 5.01  Conduct of Business by the Company Pending the Merger.......  A-23
SECTION 5.02  Conduct of Business by Parent Pending the Merger............  A-25
SECTION 5.03  Notification of Certain Matters.............................  A-26

                                   ARTICLE VI                                   

                             ADDITIONAL AGREEMENTS                              

SECTION 6.01  Registration Statement; Proxy Statements....................  A-26
SECTION 6.02  Shareholders' Meetings......................................  A-29
SECTION 6.03  Access to Information; Confidentiality......................  A-29
SECTION 6.04  No Solicitation of Transactions.............................  A-29
SECTION 6.05  Directors' and Officers' Indemnification and Insurance......  A-31
SECTION 6.06  Obligations of Merger Sub and Parent LLC....................  A-32
SECTION 6.07  Company Affiliates..........................................  A-32
SECTION 6.08  Further Action; Consents; Filings...........................  A-32
SECTION 6.09  Plan of Reorganization; Tax Treatment.......................  A-33
SECTION 6.10  Public Announcements........................................  A-33
SECTION 6.11  Euronext Listing............................................  A-33
SECTION 6.12  Parent Governance...........................................  A-33
SECTION 6.13  Nominee Agreement...........................................  A-33
SECTION 6.14  Issuance of Securities to Parent LLC........................  A-33
SECTION 6.15  Employee Benefits Matters...................................  A-34

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SECTION 6.16  Appointment of Custodian....................................  A-34
SECTION 6.17  Further Assurances..........................................  A-35
SECTION 6.18  Adjustments.................................................  A-35
SECTION 6.19  Reporting Requirements......................................  A-35

                                  ARTICLE VII                                   

                            CONDITIONS TO THE MERGER                            

SECTION 7.01  Conditions to the Obligations of Each Party.................  A-35
SECTION 7.02  Conditions to the Obligations of Parent and Merger Sub......  A-36
SECTION 7.03  Conditions to the Obligations of the Company................  A-36

                                  ARTICLE VIII                                  

                       TERMINATION, AMENDMENT AND WAIVER                        

SECTION 8.01  Termination.................................................  A-37
SECTION 8.02  Effect of Termination.......................................  A-38
SECTION 8.03  Amendment...................................................  A-38
SECTION 8.04  Waiver......................................................  A-38
SECTION 8.05  Expenses....................................................  A-39

                                   ARTICLE IX                                   

                               GENERAL PROVISIONS                               

SECTION 9.01  Non-Survival of Representations, Warranties and                   
                Agreements................................................  A-40
SECTION 9.02  Notices.....................................................  A-40
SECTION 9.03  Certain Definitions.........................................  A-41
SECTION 9.04  Severability................................................  A-41
SECTION 9.05  Assignment; Binding Effect; Benefit.........................  A-41
SECTION 9.06  Incorporation of Exhibits...................................  A-42
SECTION 9.07  Specific Performance........................................  A-42
SECTION 9.08  Governing Law; Forum........................................  A-42
SECTION 9.09  Waiver of Jury Trial........................................  A-42
SECTION 9.10  Headings....................................................  A-42
SECTION 9.11  Counterparts................................................  A-42
SECTION 9.12  Entire Agreement............................................  A-42

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EXHIBITS                                                            

Exhibit A    Bcom3 Merger Agreement                                 
Exhibit B    Terms of Transfer Restrictions on Class A Consideration
Exhibit C-1  Parent ORA Issuance Contract (in French)               
Exhibit D-1  Parent OBSA Issuance Contract and related Indenture    
Exhibit E    Parent Tax Matters Certificate                         
Exhibit F    Company Tax Matters Certificate                        

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GLOSSARY OF DEFINED TERMS 

                                                                [Download Table]

                                                              LOCATION OF
DEFINED TERMS                                                 DEFINITION 
-------------                                                 -----------
                                                                         
affiliate...................................................  9.03(a)    
Agencies....................................................  4.06(a)    
Agreement...................................................  Preamble   
beneficial owner............................................  6.04(c)    
Blue Sky Laws...............................................  3.04(b)    
Bcom3 Merger................................................  Recitals   
Bcom3 Merger Agreement......................................  Recitals   
Bcom3 Merger Sub............................................  Recitals   
business day................................................  9.03(b)    
Cash Payment................................................  2.08(a)    
Certificate of Merger.......................................  1.02(a)    
Change in Control Agreements................................  5.01(a)(ii)
Class A Common Stock........................................  2.01(a)(i) 
Class A Consideration.......................................  2.01(a)(i) 
Class A Exchange Fund.......................................  2.05(a)(i) 
Class B Common Stock........................................  2.01(a)(ii)
Class B Consideration.......................................  2.01(a)(ii)
Class B Exchange Fund.......................................  2.05(a)(ii)
Closing.....................................................  1.02(b)    
Closing Date................................................  1.02(b)    
COB.........................................................  4.04(b)    
Code........................................................  Recitals   
Company.....................................................  Preamble   
Company Benefit Plans.......................................  3.09(a)    
Company Common Stock........................................  2.01(a)(ii)
Company Disclosure Schedule.................................  Article III
Company Foreign Benefit Plan................................  3.09(i)    
Company Material Adverse Effect.............................  3.01       
Company Proxy Statement.....................................  6.01(a)    
Company SEC Reports.........................................  3.06(a)    
Company Stock Option Plans..................................  2.08(a)    
Company Stock Options.......................................  2.08(a)    
Company Stockholders' Meeting...............................  6.01(a)    
Company Subsidiaries........................................  3.01       
Company Subsidiary..........................................  3.01       
Company 2001 Financial Statements...........................  3.06(c)    
Competing Transaction.......................................  6.04(c)    
Confidentiality Agreements..................................  6.03(b)    
control.....................................................  9.03(c)    
controlled by...............................................  9.03(c)    

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                                                              LOCATION OF
DEFINED TERMS                                                 DEFINITION 
-------------                                                 -----------
                                                                         
Dentsu......................................................  Recitals   
DGCL........................................................  Recitals   
Dissenting Shares...........................................  2.05(i)    
EC..........................................................  3.04(b)    
Effective Time..............................................  1.02(a)    
ERISA.......................................................  3.09(a)    
Euronext....................................................  2.05(e)(ii)
Excess Shares...............................................  2.05(e)(ii)
Exchange Act................................................  3.04(b)    
Exchange Agent..............................................  2.05(a)    
Exchange Funds..............................................  2.05(a)(ii)
Expenses....................................................  8.05(a)    
FTC.........................................................  6.08(b)    
GAAP........................................................  3.06(b)    
Governmental Entity.........................................  3.04(b)    
HSR Act.....................................................  3.04(b)    
Incentive Plan..............................................  6.15(b)    
Indemnified Parties.........................................  6.05(b)    
IRS.........................................................  3.09(a)    
knowledge...................................................  9.03(d)    
Law.........................................................  3.04(a)    
Marketing Agent.............................................  2.02(b)    
Marketing Agent Agreement...................................  2.02(b)    
Merger......................................................  Recitals   
Merger Consideration........................................  2.01(a)(ii)
Merger Sub..................................................  Preamble   
Morgan Stanley..............................................  3.17       
Net Cash Proceeds...........................................  2.02(d)    
Nominee.....................................................  2.02(a)    
Nominee Agreement...........................................  2.02(a)    
NYSE........................................................  4.04(b)    
OBSA Issuance Contract......................................  2.09       
ORA Issuance Contract.......................................  2.09       
Order.......................................................  7.01(d)    
Other Parent Filings........................................  6.01(e)    
Outside Date................................................  8.01(b)    
Parent......................................................  Preamble   
Parent Benefit Plan.........................................  4.14(a)    
Parent Reports..............................................  4.06(a)    
Parent Disclosure Schedule..................................  Article IV 
Parent LLC..................................................  Preamble   
Parent Material Adverse Effect..............................  4.01       
Parent OBSAs................................................  2.01(a)(i) 
Parent OCEANES..............................................  4.02       

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                                                              LOCATION OF
DEFINED TERMS                                                 DEFINITION 
-------------                                                 -----------
                                                                         
Parent ORAs.................................................  2.01(a)(i) 
Parent Ordinary Share.......................................  4.02       
Parent Proposals............................................  6.02       
Parent Proxy Statement......................................  6.01(e)    
Parent Reports..............................................  4.06(a)    
Parent Shareholders' Meeting................................  6.01(e)    
Parent Stock Options........................................  4.02       
Parent Stock Option Plans...................................  4.02       
Parent Subsidiaries.........................................  4.01       
Parent 2001 Financial Statements............................  4.06(c)    
PBGC........................................................  3.09(b)    
person......................................................  9.03(f)    
Proxy Statements............................................  6.01(e)    
Registration Statement......................................  6.01(c)    
Regulation 4064/89..........................................  3.04(b)    
Representatives.............................................  6.03(a)(i) 
SEC.........................................................  3.06(a)    
Securities Act..............................................  3.04(b)    
Shareholders' Meetings......................................  6.01(e)    
Shares......................................................  2.01(a)(ii)
Special Nominee.............................................  2.03(a)    
Special Nominee Agreement...................................  2.03(a)    
subsidiary..................................................  9.03(f)    
subsidiaries................................................  9.03(f)    
Surviving Corporation.......................................  1.01       
Taxes.......................................................  3.14(a)    
Terminating Company Breach..................................  8.01(h)    
Terminating Parent Breach...................................  8.01(i)    
Third Party Provisions......................................  9.05       
Trust Indenture Act.........................................  6.01(b)    
2000 Stock Purchase Agreements..............................  7.02(e)    
under common control with...................................  9.03(c)    
Voting Trust................................................  2.04       
Voting Trustees.............................................  2.04       
Voting Trust Agreement......................................  2.04       

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   AGREEMENT AND PLAN OF MERGER dated as of March 7, 2002 (this "Agreement")
among PUBLICIS GROUPE S.A., a societe anonyme organized under the laws of the   
Republic of France ("Parent"), PHILADELPHIA MERGER CORP., a Delaware corporation
and a wholly owned subsidiary of Parent ("Merger Sub"), PHILADELPHIA MERGER LLC,
a Delaware limited liability company ("Parent LLC") and BCOM3 GROUP, INC., a    
Delaware corporation (the "Company").                                           

W I T N E S S E T H 

     WHEREAS, upon the terms and subject to the conditions of this Agreement and
in accordance with the General Corporation Law of the State of Delaware (the    
"DGCL"), Parent and the Company will enter into a business combination          
transaction pursuant to which the Company will merge with and into Merger Sub   
(the "Merger");                                                                 

WHEREAS, the Board of Directors of the Company, acting on the         
recommendation of a special committee thereof, (i) has determined that the      
Merger is fair to, and in the best interests of, the Company and its            
stockholders and has approved and adopted this Agreement, the Merger and the    
other transactions contemplated by this Agreement and (ii) has recommended the  
approval of this Agreement by the stockholders of the Company;                  

    WHEREAS, the Supervisory Board and the Management Board of Parent (i) have
determined that the Merger is consistent with and in furtherance of the         
long-term business strategy of Parent and fair to, and in the best interests of,
Parent and its shareholders and have approved and adopted this Agreement, the   
Merger and the other transactions contemplated by this Agreement and (ii) have  
approved the execution of this Agreement and agreed to recommend for approval to
the shareholders of Parent the transactions contemplated hereby;                

WHEREAS, concurrently with the execution of this Agreement, and as a  
condition and inducement to Parent's and the Company's willingness to enter into
this Agreement, (i) the Company and certain shareholders of Parent have entered 
into a support agreement and (ii) Parent has entered into support agreements    
with Dentsu Inc., a Japanese corporation ("Dentsu"), and certain other          
stockholders of the Company, in each case pursuant to which, among other things,
such holders have agreed to vote their shares of Parent and the Company,        
respectively, in favor of the Merger and the other transactions contemplated by 
this Agreement;                                                                 

     WHEREAS, immediately prior to the Effective Time, Boston Three Corporation,
a Delaware corporation and wholly owned subsidiary of the Company ("Bcom3 Merger
Sub"), will merge with and into the Company, with the Company as the surviving  
corporation in accordance with the Agreement and Plan of Merger attached as     
Exhibit A (the "Bcom3 Merger Agreement"), between the Company, Dentsu and Bcom3 
Merger Sub (the "Bcom3 Merger"); and                                            

WHEREAS, for United States federal income tax purposes, the Merger is 
intended to qualify as a reorganization within the meaning of Section 368(a) of 
the Internal Revenue Code of 1986, as amended (the "Code").                     

    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,      
Parent, Merger Sub, Parent LLC and the Company hereby agree as follows:         

ARTICLE I 

THE MERGER

     SECTION 1.01  The Merger.  Upon the terms and subject to the conditions set
forth in Article VII, and in accordance with the DGCL, at the Effective Time (as
defined below in Section 1.02(a)), the Company shall be merged with and into    
Merger Sub. As a result of the Merger, the separate corporate existence of the  

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Company shall cease and Merger Sub shall continue as the surviving corporation  
of the Merger (the "Surviving Corporation").                                    

SECTION 1.02  Effective Time; Closing.  (a) On the Closing Date, as   
promptly as practicable after the Closing, the parties hereto shall cause the   
Merger to be consummated by filing a certificate of merger or other appropriate 
documents (in any case, the "Certificate of Merger") with the Secretary of State
of the State of Delaware in such form as is required by, and executed in        
accordance with, the relevant provisions of the DGCL. The term "Effective Time" 
means the date and time of the filing of the Certificate of Merger with the     
Secretary of State of the State of Delaware (or such later time as may be agreed
in writing by each of the parties hereto and specified in the Certificate of    
Merger).                                                                        

     (b)  The closing of the Merger (the "Closing") shall take place at 10:00 AM
(New York City time) at the offices of Wachtell, Lipton, Rosen & Katz, 51 West  
52nd Street, New York, New York as soon as practicable, but in any event within 
three business days after satisfaction or, if permissible, waiver of the        
conditions set forth in Article VII (other than those conditions that by their  
nature are to be fulfilled at the Closing), unless otherwise agreed in writing  
by Parent and the Company (the date upon which the Closing occurs, the "Closing 
Date").                                                                         

   SECTION 1.03  Effect of the Merger.  At the Effective Time, the effect of
the Merger shall be as provided in the applicable provisions of the DGCL.       
Without limiting the generality of the foregoing, and subject thereto, at the   
Effective Time, all the property, rights, privileges, powers and franchises of  
the Company and Merger Sub shall vest in the Surviving Corporation, and all     
debts, liabilities, obligations, restrictions, disabilities and duties of each  
of the Company and Merger Sub shall become the debts, liabilities, obligations, 
restrictions, disabilities and duties of the Surviving Corporation.             

    SECTION 1.04  Certificate of Incorporation; By-Laws.  (a) At the Effective
Time, the Certificate of Incorporation of Merger Sub, as in effect immediately  
prior to the Effective Time, shall be the Certificate of Incorporation of the   
Surviving Corporation until thereafter amended as provided by law and such      
Certificate of Incorporation.                                                   

(b)  At the Effective Time, the By-Laws of Merger Sub, as in effect   
immediately prior to the Effective Time, shall, subject to Section 6.05(a), be  
the By-Laws of the Surviving Corporation until thereafter amended as provided by
law, the Certificate of Incorporation of the Surviving Corporation and such     
By-Laws.                                                                        

SECTION 1.05  Directors and Officers.  The directors of Merger Sub    
immediately prior to the Effective Time shall be the initial directors of the   
Surviving Corporation, each to hold office in accordance with the Certificate of
Incorporation and By-Laws of the Surviving Corporation, and the officers of the 
Company immediately prior to the Effective Time shall be the initial officers of
the Surviving Corporation, in each case until their respective successors are   
duly elected or appointed and qualified.                                        

ARTICLE II

CONVERSION OF SECURITIES

   SECTION 2.01  Conversion of Securities.  At the Effective Time, by virtue
of the Merger and without any action on the part of Merger Sub, the Company or  
the holders of any of the following securities:                                 

          (a)  (i) Each share of Class A common stock, par value $0.01 per share
(the "Class A Common Stock") of the Company issued and outstanding    
immediately prior to the Effective Time shall be canceled and shall be
converted into the right to receive: (A) 1.666464 fully paid and      
     non-assessable Parent Ordinary Shares (as defined in Section 4.02); (B) the
usufruct (usufruit) interest in 0.548870 fully paid and non-assessable
     Parent Ordinary Shares, together with the right to receive bare legal title
 (nue propriete) to such shares on the second anniversary of the Closing
   Date, as provided in Section 2.03; (C) 0.098108 obligations remboursables
  en actions with a nominal value of E549.00 each (the "Parent ORAs"); and
   (D) the Net Cash Proceeds from the sale of the debt portion of E53.861277
    in principal amount of obligations a bons de souscription d'actions with a
    nominal value of E305.00 each (the "Parent OBSAs"), together with warrants
to purchase 1.765944 Parent Ordinary Shares detached from such        

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     Parent OBSAs, as provided in Section 2.02, which securities in each case of
    clauses (A) through (D) are to be issued by Parent and delivered by Parent
    LLC as set forth in Sections 2.02, 2.03 and 2.05. The right to receive the
    securities and cash described in clauses (A) through (D) of this paragraph
is collectively referred to herein as the "Class A Consideration."    

       (ii)  Each share of Class B common stock, par value $0.01 per share
(the "Class B Common Stock", and collectively with the Class A Common 
 Stock, the "Company Common Stock"; the issued and outstanding shares of
     Company Common Stock being herein collectively referred to as the "Shares")
  of the Company issued and outstanding immediately prior to the Effective
  Time shall be canceled and shall be converted into the right to receive:
     (A) 4.021399 fully paid and non-assessable Parent Ordinary Shares; (B) bare
  legal title (nue propriete) to 0.957024 Parent Ordinary Shares until the
  second anniversary of the Closing Date, as provided in Section 2.03; (C)
  0.047940 Parent ORAs; and (D) the Net Cash Proceeds from the sale of the
  debt portion of E26.318797 in principal amount of Parent OBSAs, together
 with warrants to purchase 0.862911 Parent Ordinary Shares detached from
  such Parent OBSAs, as provided in Section 2.02, which securities in each
     case of clauses (A) through (D) are to be issued by Parent and delivered by
Parent LLC as set forth in Sections 2.02, 2.03 and 2.05. The right to 
 receive the securities and cash described in clauses (A) through (D) of
this paragraph is collectively referred to herein as the "Class B     
 Consideration." The Class A Consideration and the Class B Consideration
shall collectively be referred to as the "Merger Consideration."      

       (b)  Each share of Company Common Stock held in the treasury of the
   Company, or held by Parent or any Parent Subsidiary, immediately prior to
the Effective Time shall be canceled and extinguished without any     
conversion thereof and no payment or distribution shall be made with  
respect thereto.                                                      

      (c)  Each share of capital stock of Merger Sub that is outstanding
     immediately prior to the Effective Time shall remain issued and outstanding
immediately after the Effective Time.                                 

SECTION 2.02  Sale of Debt Portion of Parent OBSAs.                   

  (a)  Appointment of Nominee.  Prior to Closing, a person selected by the
Company and reasonably acceptable to Parent shall be appointed as nominee (the  
"Nominee") to receive the Parent OBSAs, detach the warrants attached to the     
Parent OBSAs for deposit in the Exchange Funds and hold the debt portion of the 
Parent OBSAs until sold in accordance with this Section 2.02. The definitive    
terms governing the Nominee will be determined by Parent and the Company        
consistent with this Section 2.02 and will be set forth in an agreement among   
Parent, the Company and the Nominee (the "Nominee Agreement"). The Nominee      
Agreement shall contain customary provisions providing for payment of a fee to  
the Nominee, customary indemnification and hold harmless provisions in favor of 
the Nominee and otherwise be on terms satisfactory to the Company and Parent. At
the Effective Time, all Parent OBSAs referenced in Section 2.01(a) will be      
issued by Parent and delivered by Parent LLC to the Nominee, which shall act for
the benefit of and on behalf of former holders of Shares.                       

   (b)  Appointment of Marketing Agent.  Prior to Closing, a person selected
by the Company and reasonably acceptable to Parent shall be appointed as        
marketing agent for the debt portion of the Parent OBSAs (the "Marketing        
Agent"). The definitive terms governing the responsibilities of the Marketing   
Agent will be determined by the Company consistent with this Section 2.02 and   
will be set forth in an agreement with the Marketing Agent (the "Marketing Agent
Agreement"). The Marketing Agent Agreement shall include provisions providing   
for payment of a fee to the Marketing Agent to be paid out of the proceeds from 
the sale of the debt portion of the Parent OBSAs, indemnification and hold      
harmless provisions from Parent in favor of the Marketing Agent for liabilities 
arising out of or in connection with the Marketing Agent Agreement or           
performance of the Marketing Agent's duties thereunder, and otherwise be on     
terms satisfactory to the Company and Parent. The Marketing Agent will be one or
more individuals or an entity, appointed as described above, who will in turn   
engage one or more financial institutions to effect the sale of the debt portion
of the Parent OBSAs as contemplated by Section 2.02(c). Notwithstanding the     
foregoing provisions of this Section 2.02(b), the Board of Directors of the     
Company may in its discretion determine that (x) the appointment of the         
Marketing Agent shall take effect only at the Effective Time or (y) no Marketing
Agent                                                                           

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need be appointed at all, if in the judgment of such Board, appropriate         
arrangements have been made prior to Closing such that the entire debt portion  
of the Parent OBSAs will be sold at or promptly after the Effective Time. At all
times prior to any such appointment and prior to the Effective Time, the Board  
of Directors of the Company will function as the "Marketing Agent" of the debt  
portion of the Parent OBSAs for all purposes under Section 2.02(c), and any     
reference to the "Marketing Agent" in Section 2.02(c) shall be deemed a         
reference to the Board of Directors of the Company acting in such capacity.     

   (c)  Sale of Debt Portion of Parent OBSAs.  After the Effective Time, the
Marketing Agent will use reasonable best efforts to effect the sale of the debt 
portion of the Parent OBSAs for cash in accordance with the Marketing Agent     
Agreement. The terms, conditions, timing and manner of such sale shall be       
determined solely in the discretion of the Marketing Agent. For the avoidance of
doubt, the parties agree that the disposition of the full amount of the debt    
portion of the Parent OBSAs may be effected through one or more sales over time,
and that each such sale may occur at or after the Effective Time and outside or 
within the United States, in each case as determined in the sole discretion of  
the Marketing Agent. The Marketing Agent may, if it so determines, arrange for a
definitive placement or underwriting agreement to be executed for any such sale 
prior to the Effective Time; provided, however, that the execution of such      
agreement shall not be a condition to the obligations of the parties to effect  
the Merger. Immediately after the Effective Time and prior to any such sale, the
Nominee will take all necessary action to detach the warrants from such Parent  
OBSAs, such that only the debt portion of such Parent OBSAs will be sold. Parent
shall take all reasonably necessary action to permit, expedite and facilitate   
such sale or sales in the manner determined by the Marketing Agent, which may   
include a public or private offering outside the United States with or without a
listing and/or an offering in the United States, which action shall include,    
without limitation, as directed by the Marketing Agent (i) submitting to        
Euronext a listing application covering the debt portion of the Parent OBSAs and
obtaining their admission to trading, (ii) assisting with preparation of        
offering materials, roadshows customary for an offering of this type or other   
marketing efforts, (iii) cooperating with due diligence requests from the       
purchasers, (iv) preparing and filing with the SEC, until the earlier of the    
sale of the entire amount of the debt portion of the Parent OBSAs and the       
9-month anniversary of the Closing Date, such amendments to the Registration    
Statement and supplements to the prospectus contained therein as may be         
necessary to keep the Registration Statement effective and to comply with the   
provisions of the Securities Act with respect to such sale or sales and (v)     
entering into customary agreements and indemnities in connection with such sale 
or sales; provided that the representations, warranties, covenants and          
indemnities contained in such agreements shall not be materially more burdensome
for Parent than those given by Parent in the Subscription Agreement dated as of 
January 10, 2002 with Deutsche Bank AG London, BNP Paribas and Merrill Lynch    
International, related to Parent's offering of OCEANES; and provided further    
that Parent shall not be obligated to seek or facilitate or assist in obtaining 
a credit rating for the debt portion of the Parent OBSAs. At the request of the 
Company, Parent shall execute at or prior to the Effective Time an agreement    
with the Marketing Agent providing for such obligations of Parent.              

(d) Distribution of Proceeds and Warrants.  The Nominee shall (i)     
immediately after the Effective Time transfer to the Exchange Agent for deposit 
in the Class A Exchange Fund and the Class B Exchange Fund, as applicable, in   
accordance with Section 2.01(a), the warrants detached from the Parent OBSAs for
distribution as set forth in Section 2.05(b), and (ii) immediately after the    
closing of the sale of the debt portion of the Parent OBSAs, distribute the     
proceeds from the sale of the debt portion of the Parent OBSAs, together with   
any interest payments or other distributions made with respect to the Parent    
OBSAs since the Effective Time, net of any costs, expenses or sale commissions  
or underwriting fees as follows: (x) an amount equal (after conversion into U.S.
dollars at the then-prevailing euro/U.S. dollar exchange rate) to the aggregate 
Cash Payment payable under Section 2.08 (plus any interest costs incurred by the
Surviving Corporation to fund the payments required by Section 2.08 between the 
date of such payment and the date on which such payment is made to the Parent   
pursuant to this Section 2.02(d)) shall be paid to Parent and (y) the remaining 
proceeds (the "Net Cash Proceeds", which term shall include any consideration   
permitted pursuant to Section 2.02(e)) shall be transferred to the Exchange     
Agent for deposit in the Class A Exchange Fund and the Class B Exchange Fund, as
applicable in accordance with Section 2.01(a), for distribution as set forth in 
Section 2.05(b). If the disposition of the debt portion of the Parent OBSAs is  
effected through multiple sales, the proceeds from any given sale (together with
any interest payments or other distributions                                    

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made since the Effective Time in respect of the debt portion of the Parent OBSAs
sold in such sale, and net of any costs, expenses or sale commissions or        
underwriting fees) will be distributed, in the manner described above,          
immediately after the closing of such sale. For the avoidance of doubt, all such
proceeds will be paid solely to Parent until Parent has received in the         
aggregate (whether through one or more sales) the entire amount payable to it   
pursuant to clause (x). Once Parent has been so paid in full, all proceeds      
remaining from such sale, and arising from any future sales, will be transferred
to the Exchange Agent pursuant to clause (y).                                   

(e) Non-Cash Consideration.  Notwithstanding any provision in this    
Agreement to the contrary, to the extent permitted by applicable law (i) the    
Marketing Agent shall be permitted to effect the sale of the debt portion of the
Parent OBSAs for consideration that includes non-cash components and/or to      
effect a distribution-in-kind to former Company stockholders of part of the debt
portion of the Parent OBSAs, and (ii) the Nominee shall be permitted            
correspondingly to distribute cash, any such non-cash components and any        
remaining debt portion of the Parent OBSAs as "Net Cash Proceeds" under Section 
2.02(d), in each case so long as the Marketing Agent has received the prior     
written consent of persons who held at least a majority of the Shares           
outstanding immediately prior to the Bcom3 Merger; provided that the            
consideration received from the sale shall include a cash component that is in  
the aggregate at least equal to the amount to which Parent is entitled under    
clause (x) of Section 2.02(d); and provided further that the prior written      
consent of Parent (which, in the case of consideration being received from any  
Person other than a party to this Agreement, shall not be unreasonably withheld)
shall be required for any non-cash component of such consideration consisting of
equity, debt or other obligations of any party to this Agreement.               

SECTION 2.03  Separation of Legal Title and Usufruct with Respect to  
Certain Shares.  (a) Prior to Closing, a person selected by the Company and     
reasonably acceptable to Parent shall be appointed as nominee (the "Special     
Nominee") to perform the functions described in this Section 2.03. The          
definitive terms governing the responsibilities of the Special Nominee will be  
determined by the Company consistent with this Section 2.03 and will be set     
forth in an agreement (the "Special Nominee Agreement"). The Special Nominee    
Agreement shall contain customary provisions providing for payment of a fee to  
the Special Nominee, customary indemnification and hold harmless provisions in  
favor of the Special Nominee and otherwise be on terms satisfactory to the      
Company. At the Effective Time, all Parent Ordinary Shares referenced in Section
2.01(a)(i)(B) will be issued by Parent and delivered by Parent LLC to the       
Special Nominee, which shall act for the benefit of and on behalf of the former 
holders of Class A Common Stock.                                                

(b) On the Closing Date, the Special Nominee will convey to Dentsu,   
pursuant to conveyance instruments as agreed between the Special Nominee and    
Dentsu, bare legal title (nue propriete) to the Parent Ordinary Shares          
referenced in Section 2.01(a)(i)(B) for a two-year period, with automatic       
reversion of the nue propriete to the holder of the usufruct interest in such   
shares at the expiration of such two-year period. Such conveyance instruments   
will result in Dentsu, for such two-year period, being the registered holder of 
such Parent Ordinary Shares on the books and records of Parent and having the   
right to exercise all voting rights attached thereto at all meetings of Parent  
shareholders. The conveyance instruments shall contain all provisions that are  
necessary or desirable to ensure that all economic interests in such shares     
shall be enjoyed exclusively by the holder of the usufruct interest in such     
shares. Such conveyance instruments shall further provide that in the event that
any holder of the usufruct exercises in whole or in part its preferential       
subscription rights to subscribe to newly issued Parent Ordinary Shares, the nue
propriete thereof shall automatically be transferred to Dentsu, with automatic  
reversion to the usufruct holder at the end of the two-year period following the
Closing Date and all other provisions governing the respective rights of the    
usufruct holders and the holder of the nue propriete that apply to the Parent   
Ordinary Shares referenced in Section 2.01(a)(i)(B) shall apply mutatis mutandis
to such new shares. The Special Nominee shall transfer to the Exchange Agent,   
for deposit in the Class A Exchange Fund, the usufruct interest in such shares. 
Notwithstanding anything to the contrary in Section 2.01(a)(ii), the aggregate  
number of Parent Ordinary Shares to which Dentsu shall receive the nue propriete
as provided above shall equal the aggregate number of Parent Ordinary Shares    
actually delivered to the Special Nominee pursuant to Section 2.03(a) (which,   
for the avoidance of doubt, shall not include any Parent Ordinary Shares to be  
sold under the fractional share provisions of Section 2.05(e)(v)).              

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SECTION 2.04  Dissolution of Voting Trust.  As of the date hereof, all
outstanding shares of Class A Common Stock are held of record by voting trustees
(the "Voting Trustees") pursuant to the Amended and Restated Voting Trust       
Agreement dated as of January 31, 2000 and amended and restated as of April 18, 
2001 (the "Voting Trust Agreement"). Immediately prior to the Effective Time,   
the Voting Trust Agreement shall be terminated and the related trust (the       
"Voting Trust") dissolved, such that at the Effective Time the former holders of
trust certificates are reflected on the books and records of the Company as     
record holders of uncertificated shares of Class A Common Stock.                

SECTION 2.05  Exchange of Shares.  (a) Exchange Funds.  (i) At the    
Effective Time, for the benefit of holders of Class A Common Stock converted in 
accordance with Section 2.01(a)(i), Parent shall cause Parent LLC to deposit    
with a bank or trust company selected by Parent and reasonably satisfactory to  
the Company (the "Exchange Agent") the Parent Ordinary Shares (other than shares
delivered under Section 2.03) and the Parent ORAs to be received by the holders 
of Class A Common Stock pursuant to Section 2.01(a)(i) (such securities,        
together with any dividends or distributions with respect thereto, the Net Cash 
Proceeds and warrants deposited pursuant to Section 2.02(d) and the usufruct    
interests deposited pursuant to Section 2.03(b), being hereinafter referred to  
as the "Class A Exchange Fund").                                                

  (ii) At the Effective Time, for the benefit of holders of Class B Common
Stock converted in accordance with Section 2.01(a)(ii), Parent shall cause      
Parent LLC to deposit with the Exchange Agent the Parent Ordinary Shares (other 
than shares delivered under Section 2.03) and the Parent ORAs to be received by 
the holders of Class B Common Stock pursuant to Section 2.01(a)(ii) (such       
securities, together with any dividends or distributions with respect thereto   
and the Net Cash Proceeds and warrants deposited pursuant to Section 2.02(d),   
being hereinafter referred to as the "Class B Exchange Fund"; the Class A       
Exchange Fund and the Class B Exchange Fund are collectively referred to herein 
as the "Exchange Funds").                                                       

  (b) Exchange Procedures.  Parent or the Company will send, or will cause
the Exchange Agent to send, to each holder of Class A Common Stock, as reflected
in the books and records of the Company at the Effective Time, a letter of      
transmittal for use in the exchange of Class A Common Stock for the Class A     
Consideration. Such letter of transmittal shall set forth the agreement of the  
stockholder executing such letter to be bound by the restrictions on transfer   
set forth in Exhibit B (with such changes as are agreed upon by Parent and the  
Company), and otherwise shall contain provisions reasonably acceptable to Parent
and the Company. Upon delivery to the Exchange Agent of a letter of transmittal 
properly completed and signed by any such holder, the Exchange Agent shall      
deliver to such holder the Merger Consideration in the Class A Exchange Fund    
attributable to such holder's Shares, together with cash in lieu of any         
fractional security to which such holder is entitled pursuant to Section 2.05(e)
and any dividends or other distributions to which such holder is entitled       
pursuant to Section 2.05(c). As promptly as practicable after the Effective     
Time, the Exchange Agent shall deliver to Dentsu the Merger Consideration in the
Class B Exchange Fund, together with cash in lieu of any fractional security to 
which such holder is entitled pursuant to Section 2.05(e) and any dividends or  
other distributions to which such holder is entitled pursuant to Section        
2.05(c). To the extent that the debt portion of the Parent OBSAs is sold after  
the Effective Time, as promptly as practicable after each deposit in the        
Exchange Funds of any Net Cash Proceeds from such sale pursuant to Section      
2.02(d), the Exchange Agent shall deliver to each former holder of Class A      
Common Stock who has delivered a properly completed and signed letter of        
transmittal and to Dentsu such person's applicable portion of such Net Cash     
Proceeds. In the event of a transfer of Shares which is not registered in the   
transfer records of the Company, the Merger Consideration may be delivered to a 
transferee if, in addition to a letter of transmittal, all documents required to
evidence and effect the transfer are presented to the Exchange Agent,           
accompanied by evidence that any applicable stock transfer taxes have been paid.

(c) Distributions with Respect to Unexchanged Shares.  No dividends,  
interest payments or other distributions declared or paid after the Effective   
Time with respect to Parent Ordinary Shares, usufruct interests or Parent ORAs  
with a record date after the Effective Time shall be paid to any former holder  
of Shares with respect to Parent Ordinary Shares, usufruct interests or Parent  
ORAs represented thereby, until the Merger Consideration shall be delivered to  
such holder by the Exchange Agent. Subject to the effect of escheat, tax or     
other applicable Laws (as defined in Section 3.04(a)), following such delivery, 
there shall be paid to the holder of Parent Ordinary Shares, usufruct interests 
or Parent ORAs, without interest, (i) at the                                    

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time of such delivery, the amount of dividends or other distributions payable in
respect of such Parent Ordinary Shares, usufruct interests or Parent ORAs with a
record date after the Effective Time and a payment date on or prior to the date 
of such delivery and (ii) at the appropriate payment date, the amount of        
dividends, interest payments or other distributions, with a record date after   
the Effective Time but a payment date occurring after delivery, payable with    
respect to such Parent Ordinary Shares, usufruct interests or Parent ORAs;      
provided, however, that Parent Ordinary Shares issued in connection with the    
Merger (including shares subject to the usufruct arrangement set forth in       
Section 2.03) shall not be entitled to the normal annual cash dividend declared 
in 2002 related to Parent's 2001 fiscal year.                                   

  (d) No Further Rights in Company Common Stock.  The Merger Consideration
shall be deemed to have been issued in full satisfaction of all rights          
pertaining to any Shares.                                                       

(e) No Fractional Parent Ordinary Shares, Parent ORAs or Parent       
Warrants.  (i) No fractional Parent Ordinary Share, Parent ORA or Parent warrant
(after aggregating all fractional Parent Ordinary Shares, Parent ORA or Parent  
warrants to be received by a particular holder) shall be issued, and such       
fractional Parent Ordinary Share, Parent ORA or Parent warrant will not entitle 
the owner thereof to any rights of a holder thereof. Each holder of Shares      
otherwise entitled to receive a fractional Parent Ordinary Share, Parent ORA or 
Parent warrant will be entitled to receive in accordance with the provisions of 
this Section 2.05(e) a cash payment in lieu of that fractional Parent Ordinary  
Share, Parent ORA or Parent warrant.                                            

    (ii) With respect to a fractional Parent Ordinary Share, such cash-in-lieu
payment shall represent the holder's proportionate interest in the proceeds from
the sale by the Exchange Agent, on behalf of all holders otherwise entitled to  
fractional Parent Ordinary Shares, of the fractional Parent Ordinary Shares     
which would otherwise be issued pursuant to the Merger (the "Excess Shares").   
The sale of the Excess Shares by the Exchange Agent, as agent for the holders of
Shares, shall be executed through Euronext Paris SA ("Euronext") as soon as     
practicable after the Effective Time at the then prevailing market prices and   
the proceeds of such sale shall be converted from Euros into U.S. Dollars at the
then prevailing exchange rates. Until the proceeds of any such sale shall have  
been distributed to the holders of Shares, the Exchange Agent shall hold such   
proceeds in trust for such holders.                                             

    (iii) The Surviving Corporation shall pay all commissions, transfer taxes,
foreign exchange fees, and other out-of-pocket expenses and the Exchange Agent's
compensation and expenses in connection with such sale or sales of Parent       
Ordinary Shares pursuant to this Section 2.05(e). The Exchange Agent shall      
determine the portion of such proceeds to which each holder of Shares shall be  
entitled, if any, by multiplying the amount of the aggregate proceeds by a      
fraction, the numerator of which is the amount of the fractional Parent Ordinary
Share to which such holder of Shares is entitled and the denominator of which is
the aggregate amount of fractional Parent Ordinary Shares to which all holders  
of Shares are entitled. As soon as practicable after the determination of the   
amount of cash, if any, to be paid to holders of Shares with respect to any     
fractional Parent Ordinary Shares, the Exchange Agent shall promptly pay such   
amounts to such holders of Shares subject to and in accordance with this Section
2.05(e).                                                                        

(iv) With respect to fractional Parent ORAs and Parent warrants, each 
holder of a fractional Parent ORA or a fractional Parent warrant shall be paid  
an amount in cash (rounded down to the nearest whole cent), without interest,   
equal to the product of (i) such fractional Parent ORA or fractional Parent     
warrant, as the case may be, multiplied by (ii) the fair market value of the    
Parent ORA and Parent warrant as determined in good faith by the Board of       
Directors of the Company at the Effective Time expressed in U.S. dollars and    
using the same methodology as used by the Board of Directors of the Company     
under Section 2.08(a). As promptly as practicable after the determination of the
amount of cash, if any, to be paid to holders of fractional Parent ORAs and     
Parent warrants, the Exchange Agent shall so notify Parent, and Parent shall    
deposit such amount with the Exchange Agent and shall cause the Exchange Agent  
to forward payments to such holders of fractional Parent ORAs and Parent        
warrants subject to and in accordance with the terms of Sections 2.05(a) and    
(b).                                                                            

(v) With respect to the Parent Ordinary Shares to be delivered to the 
Special Nominee pursuant to Section 2.03(a), to the extent any holder of Shares 
would under Section 2.01(a)(i)(B) otherwise be entitled to receive a usufruct   
interest in a fractional Parent Ordinary Share, no such fractional Parent       
Ordinary Share                                                                  

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shall be issued and delivered. In lieu of any usufruct interest in such         
fractional Parent Ordinary Share, such holder will be entitled to receive a cash
payment from the sale of such fractional Parent Ordinary Share in accordance    
with Sections 2.05(e)(ii) and (iii); provided that for this purpose the         
fractional Parent Ordinary Shares arising under Section 2.01(a)(i)(A) to be     
received by a particular holder shall not be aggregated with the fractional     
Parent Ordinary Shares arising under Section 2.01(a)(i)(B) to be received by    
such holder.                                                                    

 (f) Termination of Class A Exchange Fund.  In the event that any former
holder of Class A Common Stock has not submitted a properly completed and signed
letter of transmittal to claim his or her Merger Consideration by the 30-month  
anniversary of the Closing Date, the Exchange Agent will on such date deliver to
such person:                                                                    

(i) the Parent Ordinary Shares to which such person is entitled under 
Section 2.01(a)(i)(A) and Section 2.01(a)(i)(B),                                

 (ii) cash in lieu of fractional shares to which such person is entitled
under Sections 2.05(e)(ii), (iii) and (v),                                      

    (iii) any dividends or other distributions with respect to Parent Ordinary
Shares or usufruct interests to which such person is entitled under Section     
2.05(c), and                                                                    

   (iv) the Net Cash Proceeds to which such person is entitled under Section
2.01(a)(i)(D).                                                                  

In the event that any former holder of Class A Common Stock has not submitted a 
properly completed and signed letter of transmittal to claim his or her Merger  
Consideration by the 54-month anniversary of the Closing Date, the Exchange     
Agent will on such date deliver to such person:                                 

(i) the Parent ORAs to which such person is entitled under Section    
2.01(a)(i)(C),                                                                  

 (ii) the Parent warrants to which such person is entitled under Section
2.01(a)(i)(D),                                                                  

    (iii) cash in lieu of Parent ORAs and Parent warrants to which such person
is entitled under Sections 2.05(e)(iv), and                                     

  (iv) any dividends or other distributions with respect to Parent ORAs to
which such person is entitled under Section 2.05(c).                            

     (g) No Liability.  To the extent permitted by applicable Law (as defined in
Section 3.04(a)), neither Parent nor the Surviving Corporation shall be liable  
to any holder of Shares for any portion of the Merger Consideration (or         
dividends or distributions with respect thereto), or cash required by Law to be 
surrendered to a public official pursuant to any abandoned property, escheat or 
similar Law.                                                                    

     (h) Withholding Rights.  Each of the Surviving Corporation and Parent shall
be entitled to deduct and withhold from the consideration otherwise payable     
pursuant to this Agreement to any holder of Shares or Company Stock Options,    
such amounts as it is required to deduct and withhold with respect to the making
of such payment under the Code, or any provision of state, local or foreign tax 
law. To the extent that amounts are so withheld by the Surviving Corporation or 
Parent, as the case may be, such withheld amounts shall be treated for all      
purposes of this Agreement as having been paid to the holder of Shares or       
Company Stock Options in respect of which such deduction and withholding was    
made by the Surviving Corporation or Parent, as the case may be.                

  (i) Dissenting Shares.  Notwithstanding Section 2.01, Shares outstanding
immediately prior to the Effective Time and held by a holder who has not voted  
in favor of the Merger or consented thereto in writing and who has demanded     
appraisal for such Shares in accordance with the DGCL (collectively, the        
"Dissenting Shares") shall not be converted into a right to receive the Merger  
Consideration, unless such holder fails to perfect, withdraws or otherwise loses
its right to appraisal. If, after the Effective Time, any such holder fails to  
perfect, withdraws or loses its right to appraisal, such Shares shall be treated
as if they had been converted as of the Effective Time into a right to receive  
the Merger Consideration. The Company shall give Parent prompt notice of any    
demands received by the Company for appraisal of Shares, and Parent shall have  
the right to participate in all negotiations and proceedings with respect to    
such demands. Except with the prior written                                     

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consent of Parent, neither the Company nor the Surviving Corporation shall make 
any payment with respect to, or settle or offer to settle, any such demands. The
Exchange Agent shall withhold the Merger Consideration for each Dissenting Share
and, upon demand, shall promptly return to Parent LLC the Merger Consideration  
made available to the Exchange Agent by Parent LLC pursuant to Section 2.05(a)  
to pay for Shares for which appraisal rights have been perfected. The amount any
holder of Class A Common Stock is entitled to receive in an appraisal proceeding
is set forth in Section 6.6 of each holder's 2000 Stock Purchase Agreement.     

SECTION 2.06  Stock Transfer Books.  At the Effective Time, the stock 
transfer books of the Company shall be closed and there shall be no further     
registration of transfers of Shares thereafter on the records of the Company.   
From and after the Effective Time, the holders of Shares outstanding immediately
prior to the Effective Time shall cease to have any rights with respect to such 
Shares, except as otherwise provided in this Agreement or by Law.               

     SECTION 2.07  Adjustments.  Without duplication of any required adjustments
under French Law, if after the date of this Agreement and prior to the Effective
Time, any change (other than the change effected by the Bcom3 Merger) in the    
outstanding shares of capital stock of the Company or Parent shall occur,       
including by reason of any reclassification, recapitalization, stock split or   
combination, exchange or readjustment of shares, or any stock dividend thereon  
with a record date during such period, the Class A Consideration and the Class B
Consideration and any other amounts payable pursuant to this Agreement shall be 
appropriately adjusted to provide the holders of Shares the same economic effect
as contemplated by this Agreement prior to such event.                          

     SECTION 2.08  Company Stock Options.  (a) Each option to purchase Shares (a
"Company Stock Option") that is outstanding immediately prior to the Effective  
Time pursuant to the Company's 2000 Long-Term Equity Incentive Plan and the 2001
California Stock Option Plan (collectively, the "Company Stock Option Plans"),  
by virtue of the Merger and without any action on the part of the holder        
thereof, shall be cancelled (and any Company stock appreciation right that was  
granted in tandem with a Company Stock Option shall also be cancelled)          
immediately prior to the Effective Time, and shall, subject to Section 2.08(c), 
entitle the holder thereof, in cancellation and settlement therefor, to a       
payment, if any, in cash by the Company (less any applicable withholding taxes) 
equal to the product of (i) the total number of shares of Company Common Stock  
subject to such Company Stock Option and (ii) the excess, if any, of the fair   
market value of the Class A Consideration at the Effective Time over the        
exercise price per share of Company Common Stock under the applicable Company   
Stock Option (the "Cash Payment"). For purposes of this Section 2.08, the fair  
market value of the Class A Consideration shall be expressed in U.S. dollars and
determined in good faith by the Board of Directors of the Company pursuant to   
its authority as administrator of the Company Stock Option Plans.               

    (b) Notwithstanding anything in Section 2.08(a) to the contrary, optionees
jointly selected by Parent and the Company shall, subject to the consent of such
optionees, be paid the Cash Payment over a set period of time and on terms to be
determined. The Company shall deliver to Parent prior to the Effective Time a   
true and complete list of the Company Stock Options that remain outstanding as  
of immediately prior to the Effective Time. Prior to the Effective Time, the    
Company shall take all necessary action to terminate the Company Stock Option   
Plans, and any other plan, program or arrangement providing for the issuance or 
grant of any other interest (including phantom interest) in the capital stock of
the Company or any Subsidiary, in each case effective immediately prior to the  
Effective Time, except for Sections 6(e)(vi) and 6(f) of the 2001 California    
Stock Option Plan and Section 6(f) of the 2000 Long-Term Equity Incentive Plan, 
which shall survive in their entirety and shall continue to apply to the former 
option holders, except that instead of applying exclusively to the "Option Gain"
(as defined in the Company Stock Option Plans), the sections shall apply to the 
Option Gain and the Cash Payments (and solely for purposes of interpreting such 
sections, any previously paid Cash Payment shall be treated as Option Gain, and 
any Cash Payment due in the future will be treated as if it were an outstanding 
Company Stock Option), and any such payments shall be forfeited in the event    
that a former option holder engages in the activities prohibited by such        
sections. The Company and Parent agree that the Cash Payments are the sole      
payments or consideration that will be made or provided with respect to or in   
relation to the Company Stock Options.                                          

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(c) The Cash Payments shall be subject to the provisions of Section   
6.15(e).                                                                        

   SECTION 2.09  Parent ORAs and Parent OBSAs.  The Parent ORAs to be issued
pursuant to the Merger shall have the terms set forth in the contrat d'emission 
governing such Parent ORAs in substantially the form attached as Exhibit C-1,   
and the Parent OBSAs to be issued pursuant to the Merger shall have the terms   
set forth in the issuance contract and related indenture governing such parent  
OBSAs in substantially the form attached as Exhibit D-1, in each case with such 
changes and insertions as are agreed upon by Parent and the Company.            

 SECTION 2.10  Dentsu Payment.  It is agreed and understood that neither
Parent nor the Company shall directly or indirectly be required to, nor shall   
they, provide any funds or other property (other than the conversion of Dentsu's
shares of Class B Common Stock into Class B Consideration (as defined in the    
Bcom3 Merger Agreement) pursuant to the Bcom3 Merger and the issuance of the    
Class B Consideration to Dentsu pursuant to the Merger in exchange for its      
shares of Class B Common Stock) to Dentsu in connection with the Merger,        
reimburse Dentsu in cash or other property for the payment of the cash          
consideration required to be paid by Dentsu in the Bcom3 Merger or otherwise    
assist Dentsu in financing or funding such payment.                             

ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

Except as disclosed in the Company SEC Reports (as defined in Section 
3.06(a)) or as set forth in the Disclosure Schedule delivered by the Company to 
Parent and Merger Sub concurrently with the execution of this Agreement (the    
"Company Disclosure Schedule") and making reference to the particular section of
this Agreement to which exception is being taken, the Company hereby represents 
and warrants to Parent and Merger Sub that:                                     

  SECTION 3.01  Organization and Qualification; Subsidiaries.  Each of the
Company and each subsidiary of the Company (each such subsidiary a "Company     
Subsidiary", and collectively the "Company Subsidiaries") is a corporation or   
other entity duly organized, validly existing and in good standing under the    
laws of the jurisdiction of its incorporation or organization and has all       
requisite corporate or other power and authority to own, lease and operate its  
properties and to carry on its business as it is now being conducted, except    
where the failures to be so organized, existing or in good standing or to have  
such corporate or other power, and authority have not had, and could not        
reasonably be expected to have, individually or in the aggregate, a Company     
Material Adverse Effect (as defined below). Each of the Company and the Company 
Subsidiaries is duly qualified or licensed as a foreign corporation to do       
business, and is in good standing, in each jurisdiction where the character of  
the properties owned, leased or operated by it or the nature of its business    
makes such qualification or licensing necessary, except for such failures to be 
so qualified or licensed and in good standing that have not had, and could not  
reasonably be expected to have, individually or in the aggregate, a Company     
Material Adverse Effect. The term "Company Material Adverse Effect" means any   
change in or effect on the business of the Company and the Company Subsidiaries 
that is materially adverse to the business, assets, financial condition or      
results of operations of the Company and the Company Subsidiaries taken as a    
whole, except for any such change or effect resulting from or arising out of (i)
changes in circumstances or conditions affecting the advertising industry in    
general, (ii) changes in general United States or global economic or business   
conditions or financial markets or (iii) the announcement of this Agreement or  
the transactions contemplated hereby. The Company has heretofore made available 
to Parent a complete and correct copy of the Amended and Restated Certificate of
Incorporation and the Amended and Restated By-Laws of the Company. Such Amended 
and Restated Certificate of Incorporation and Amended and Restated By-Laws are  
in full force and effect.                                                       

    SECTION 3.02  Capitalization.  The authorized capital stock of the Company
consists of 50,000,000 shares of capital stock, consisting of (a) 40,000,000    
shares of Class A Common Stock, par value $0.01 per share and (b) 10,000,000    
shares of Class B Common Stock, par value $0.01 per share. As of March 5, 2002, 
(i) 15,289,804 shares of Class A Common Stock and 4,284,873 shares of Class B   
Common Stock were issued and outstanding, all of which are validly issued, fully
paid and nonassessable, (ii) no shares                                          

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of Company Common Stock were held in the treasury of the Company or by the      
Company Subsidiaries, and (iii) 1,846,660 shares were reserved for future       
issuance pursuant to the Company Stock Options. As of March 5, 2002, Company    
Stock Options to acquire 1,742,796 shares of Class A Common Stock were issued   
and outstanding. All outstanding Shares have been duly authorized and validly   
issued and are fully paid and nonassessable. Except as set forth in this Section
3.02 and for changes since March 5, 2002 resulting from the exercise of Company 
Stock Options outstanding on such date, there are no outstanding shares of      
capital stock or voting securities of the Company, and there are no options,    
warrants or other subscription rights, preemptive or similar rights, agreements,
arrangements or commitments of any character relating to the issued or unissued 
capital stock of the Company or any Company Subsidiary or obligating the Company
or any Company Subsidiary to issue, transfer or sell any shares of capital      
stock, voting securities or securities convertible into or exchangeable for     
capital stock or voting securities of the Company or any Company Subsidiary or  
obligating the Company or any Company Subsidiary to grant, extend or enter into 
any such option, warrant, subscription or other right, convertible security,    
agreement, arrangement or commitment. All shares of Company Common Stock subject
to issuance as aforesaid, upon issuance on the terms and conditions specified in
the instruments pursuant to which they are issuable, will be duly authorized,   
validly issued, fully paid and nonassessable. There are no outstanding          
obligations of the Company or any Company Subsidiary to repurchase, redeem or   
otherwise acquire any shares of Company Common Stock or any capital stock of any
Company Subsidiary, except as provided in stock purchase agreements entered into
between the Company and each shareholder substantially in the form included as  
an exhibit in the Company's registration statement on Form 10, filed with the   
SEC (as defined in Section 3.06(a)) on April 30, 2001 and in stock purchase     
agreements entered into between the Company and holders of Company Stock        
Options. Each outstanding share of capital stock of each Company Subsidiary is  
duly authorized, validly issued, fully paid and nonassessable and each such     
share owned by the Company or another Company Subsidiary is free and clear of   
any security interests, liens, claims, pledges, options, rights of first        
refusal, agreements, limitations on the Company's or such other Company         
Subsidiary's voting rights, charges and other encumbrances of any nature        
whatsoever, except where the failure to own such shares free and clear would    
not, individually or in the aggregate, have a Company Material Adverse Effect.  

  SECTION 3.03  Authority Relative to This Agreement.  The Company has all
necessary corporate power and authority to execute and deliver this Agreement,  
and, subject to obtaining the necessary approvals of the Company's stockholders,
to perform its obligations hereunder and to consummate the Merger and the other 
transactions contemplated by this Agreement. The execution and delivery of this 
Agreement by the Company and the consummation by the Company of the Merger and  
the other transactions contemplated by this Agreement have been duly and validly
authorized by all necessary corporate action and no other corporate proceedings 
on the part of the Company are necessary to authorize this Agreement or to      
consummate the Merger and the other transactions contemplated by this Agreement 
(other than, with respect to the Merger, the approval of this Agreement by the  
holders of a majority of then outstanding Shares, and the filing and recordation
of appropriate merger documents as required by the DGCL). This Agreement has    
been duly and validly executed and delivered by the Company and, assuming the   
due authorization, execution and delivery by Parent, Merger Sub and Parent LLC, 
constitutes a legal, valid and binding obligation of the Company, enforceable   
against the Company in accordance with its terms.                               

SECTION 3.04  No Conflict; Required Filings and Consents.  (a) The    
execution and delivery of this Agreement by the Company do not, and the         
performance of this Agreement by the Company will not, (i) conflict with or     
violate the Amended and Restated Certificate of Incorporation or Amended and    
Restated By-Laws of the Company or any equivalent organizational documents of   
any Company Subsidiary, (ii) assuming that all consents, approvals,             
authorizations and other actions described in Section 3.04(b) have been obtained
and all filings and obligations described in Section 3.04(b) have been made and 
complied with, conflict with or violate any foreign or domestic law, statute,   
ordinance, rule, regulation, order, judgment or decree ("Law") applicable to the
Company or any Company Subsidiary or by which any property or asset of the      
Company or any Company Subsidiary is bound or affected, or (iii) result in any  
breach of or constitute a default (or an event which with notice or lapse of    
time or both would become a default) under, or give to others any right of      
termination, amendment, acceleration or cancellation of, or result in the       
creation of a lien or other encumbrance on any property or asset of the Company 
or any Company Subsidiary pursuant to, any                                      

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note, bond, mortgage, indenture, contract, agreement, lease, license, permit,   
franchise or other instrument or obligation binding upon the Company or any     
Company Subsidiary, except, (x) with respect to clauses (ii) and (iii), for any 
such conflicts, violations, breaches, defaults or other occurrences that have   
not had, and could not reasonably be expected to have, individually or in the   
aggregate, a Company Material Adverse Effect, and that could not reasonably be  
expected to prevent or materially delay the consummation of the transactions    
contemplated by this Agreement, and (y) with respect to clause (iii), for any   
such conflicts, violations, breaches, defaults or other occurrences arising     
under or out of (A) agreements the loss of the net income from which,           
individually or in the aggregate, would not have a Company Material Adverse     
Effect or (B) agreements the Company has the right or ability to terminate      
without cause with less than six months' notice.                                

     (b) The execution and delivery of this Agreement by the Company do not, and
the performance of this Agreement by the Company will not, require any consent, 
approval, authorization or permit of, or filing with or notification to, any    
domestic or foreign governmental or regulatory authority ("Governmental         
Entity"), except (i) for applicable requirements, if any, of the Securities     
Exchange Act of 1934, as amended (together with the rules and regulations       
promulgated thereunder, the "Exchange Act"), the Securities Act of 1933, as     
amended (together with the rules and regulations promulgated thereunder (the    
"Securities Act"), state securities or "blue sky" laws ("Blue Sky Laws"), state 
takeover laws, the pre-merger notification requirements of the Hart-            
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and  
regulations thereunder (the "HSR Act"), the filing of a notification with the   
European Commission ("EC") under Council Regulation (EEC) No. 4064/89           
("Regulation 4064/89"), the applicable requirements of laws, rules and          
regulations in other non-U.S. jurisdictions governing antitrust or merger       
control matters and the filing and recordation of appropriate merger documents  
as required by the DGCL and (ii) where the failure to obtain such consents,     
approvals, authorizations or permits, or to make such filings or notifications, 
has not had, and could not reasonably be expected to have, individually or in   
the aggregate, a Company Material Adverse Effect, and could not reasonably be   
expected to prevent or materially delay the consummation of the transactions    
contemplated by this Agreement.                                                 

  SECTION 3.05  Compliance with Laws.  Neither the Company nor any Company
Subsidiary is in conflict with, or in default or violation of, any Law          
applicable to the Company or any Company Subsidiary or by which any property or 
asset of the Company or any Company Subsidiary is bound or affected, except for 
any such conflicts, defaults or violations that have not had, and could not     
reasonably be expected to have, individually or in the aggregate, a Company     
Material Adverse Effect.                                                        

     SECTION 3.06  SEC Filings; Financial Statements.  (a) The Company has filed
all forms, reports and documents required to be filed by it with the Securities 
and Exchange Commission (the "SEC") since April 30, 2001 through the date of    
this Agreement (collectively, the "Company SEC Reports"). As of the respective  
dates they were filed (or, if amended or superseded by a filing prior to the    
date hereof, on the date of such filing), (i) the Company SEC Reports were      
prepared, and all forms, reports and documents filed with the SEC after the date
of this Agreement and prior to the Effective Time will be prepared, in all      
material respects in accordance with the requirements of the Securities Act or  
the Exchange Act, as the case may be, and (ii) none of the Company SEC Reports  
contained, nor will any forms, reports and documents filed after the date of    
this Agreement and prior to the Effective Time contain, any untrue statement of 
a material fact or omit to state a material fact required to be stated therein  
or necessary in order to make the statements made therein, in light of the      
circumstances under which they were made, not misleading. No Company Subsidiary 
is required to file any form, report or other document with the SEC.            

     (b) Each of the consolidated financial statements (including, in each case,
any notes thereto) contained in the Company SEC Reports and in any form, report 
or document filed after the date of this Agreement and prior to the Effective   
Time was, or will be, as the case may be, prepared in accordance with generally 
accepted accounting principles ("GAAP") in the U.S. applied on a consistent     
basis throughout the periods indicated (except as may be indicated in the notes 
thereto or, in the case of unaudited statements, as permitted by Form 10-Q of   
the SEC) and each presented or will present fairly, in all material respects,   
the consolidated financial position of the Company and the consolidated Company 
Subsidiaries as at the respective dates thereof and their consolidated results  
of operations for the respective periods indicated therein, except as           

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otherwise noted therein (subject, in the case of unaudited statements, to normal
and recurring year-end adjustments which were not and are not expected,         
individually or in the aggregate, to have a Company Material Adverse Effect).   

(c) Schedule 3.06(c) sets forth the Company's preliminary consolidated
balance sheet as of December 31, 2001, which preliminary balance sheet is       
subject to non-material reclassifications, and the Company's consolidated income
statements for each of the years in the two-year period then ended (the "Company
2001 Financial Statements"). The Company 2001 Financial Statements have been    
prepared in accordance with U.S. GAAP (except that such statements lack         
footnotes and other presentation items) applied on a consistent basis throughout
the periods indicated and presented and present fairly, in all material         
respects, the consolidated financial position of the Company and the            
consolidated Company Subsidiaries as at the respective dates thereof and their  
consolidated results of operations for the respective periods indicated therein.
The Company 2001 Financial Statements will not be materially different from the 
corresponding items included in the audited financial statements of the Company 
to be included in the Company's Annual Report on Form 10-K for the year ended   
December 31, 2001.                                                              

    SECTION 3.07  Absence of Certain Changes or Events.  Since April 30, 2001,
except as contemplated by or as disclosed in this Agreement, the Company and the
Company Subsidiaries have conducted their businesses only in the ordinary course
and in a manner consistent with past practice and, since such date, there has   
not been (a) any event, occurrence, development or state of circumstances or    
facts that, either individually or in the aggregate, has had, or is reasonably  
likely to have, a Company Material Adverse Effect, (b) any material change by   
the Company in its accounting methods, principles or practices, except for any  
such change required by reason of a concurrent change in GAAP or Regulation S-X 
under the Exchange Act, or (c) any declaration, setting aside or payment of any 
dividend or distribution in respect of the Shares or any redemption, purchase or
other acquisition of any of the Company's securities.                           

    SECTION 3.08  Absence of Litigation.  There is no litigation, suit, claim,
action, proceeding or investigation pending or, to the knowledge of the Company,
threatened against the Company or any Company Subsidiary, or any property or    
asset of the Company or any Company Subsidiary, before any court, arbitrator or 
Governmental Entity, domestic or foreign, which has had, or could reasonably be 
expected to have, individually or in the aggregate, a Company Material Adverse  
Effect. Neither the Company nor any Company Subsidiary nor any property or asset
of the Company or any Company Subsidiary is subject to any continuing order of, 
or consent decree, settlement agreement or other similar written agreement with,
any Governmental Entity, or any order, writ, judgment, injunction, decree,      
determination or award of any Governmental Entity or arbitrator having or which 
could reasonably be expected to have, individually or in the aggregate, a       
Company Material Adverse Effect.                                                

   SECTION 3.09  Employee Benefit Plans; Labor Matters.  (a) With respect to
each employee benefit plan, program, policy, agreement, arrangement and contract
(including, without limitation, any "employee benefit plan," as defined in      
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 
("ERISA")) maintained or contributed to by the Company or any Company Subsidiary
on behalf of any current or former director, officer, employee, consultant or   
shareholder of the Company or any Company Subsidiary, or with respect to which  
the Company or any Company Subsidiary could incur liability under Section 4069, 
4212(c) or 4204 of ERISA or otherwise, including, without limitation, any bonus 
plan, consulting, employment or other compensation agreement, incentive, stock  
option or other equity or equity-based compensation or deferred compensation    
arrangement, stock purchase, severance pay, change of control, sick leave,      
vacation pay, salary continuation, disability, hospitalization, medical         
insurance, life insurance, scholarship program and any "employee pension plan," 
as defined in Section 3(2) of ERISA (the "Company Benefit Plans"), the Company  
has made available to Parent a true and correct copy of (i) each material       
Company Benefit Plan, (ii) each trust agreement relating to such Company Benefit
Plan, if any, (iii) the most recent annual report (Form 5500) filed with the    
Internal Revenue Service (the "IRS"), if any, (iv) the most recent summary plan 
description for such Company Benefit Plan for which a summary plan description  
is required, (v) the most recent actuarial report or valuation relating to a    
Company Benefit Plan subject to Title IV of ERISA, and (vi) the most recent     
determination letter, if any, issued by the IRS with respect to any Company     
Benefit Plan intended to be qualified under Section 401(a) of the Code. Schedule
3.09(a) sets forth                                                              

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a complete list of all material Company Benefit Plans. Except as specifically   
provided in the foregoing documents delivered to Parent, there are no amendments
to any material Company Benefit Plan that have been adopted or approved nor has 
the Company or any Company Subsidiary undertaken to make any such amendments or 
to adopt or approve any new material Company Benefit Plan.                      

    (b) With respect to each Company Benefit Plan which is subject to Title IV
of ERISA, (i) the present value of accrued benefits under such Company Benefit  
Plan, based upon the actuarial assumptions used for funding purposes in the most
recent actuarial report prepared by such Company Benefit Plan's actuary with    
respect to such Company Benefit Plan, did not, as of its latest valuation date, 
exceed the then current value of the assets of such Company Benefit Plan        
allocable to such accrued benefits, and to the Company's knowledge, no events   
have occurred that would change such calculations as of the date hereof, (ii) no
"reportable event" (within the meaning of Section 4043 of ERISA) has occurred   
with respect to any Company Benefit Plan for which the 30-day notice requirement
has not been waived and the consummation of the transactions contemplated by    
this Agreement will not result in the occurrence of any such reportable event,  
except where such reportable event would not have a Company Material Adverse    
Effect, (iii) all premiums to the Pension Benefit Guaranty Corporation (the     
"PBGC") have been timely paid in full, (iv) no liability (other than for        
premiums to the PBGC) under Title IV of ERISA has been or is expected to be     
incurred by the Company or any Company Subsidiary, (v) the PBGC has not         
instituted proceedings to terminate any such Company Benefit Plan and, to the   
Company's knowledge, no condition exists that presents a risk that such         
proceedings will be instituted or which would constitute grounds under Section  
4042 of ERISA for the termination of, or the appointment of a trustee to        
administer, any such Company Benefit Plan, and (vi) no condition exists which   
would subject the Company or any Company Subsidiary to any fine under Section   
4071 of ERISA, except where such condition would not have a Company Material    
Adverse Effect. No Company Benefit Plan is a "multiemployer plan" (as such term 
is defined in section 3(37) of ERISA).                                          

    (c)  With respect to the Company Benefit Plans, no event has occurred, and
there exists no condition or set of circumstances, in connection with which the 
Company or any Company Subsidiary could reasonably be expected to be subject to 
any actual or contingent liability under the terms of such Company Benefit      
Plans, ERISA, the Code or any other applicable law which has had, or could      
reasonably be expected to have, individually or in the aggregate, a Company     
Material Adverse Effect. Each of the Company Benefit Plans has been operated and
administered in all material respects in accordance with applicable laws and    
administrative or governmental rules and regulations, including, but not limited
to, ERISA and the Code, except where a violation of any such law, rule or       
regulation would not have a Company Material Adverse Effect. Each of the Company
Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of
the Code has received a favorable determination letter as to such qualification 
from the IRS, and no event has occurred, either by reason of any action or      
failure to act, and no condition exists which would cause the loss of any such  
qualification, except where such loss of qualification would not have a Company 
Material Adverse Effect. All contributions or other amounts payable by the      
Company or any Company Subsidiary with respect to each Company Benefit Plan in  
respect of current or prior plan years have been paid or accrued in accordance  
with GAAP and Section 412 of the Code.                                          

(d) Neither the Company nor any Company Subsidiary is a party to any  
collective bargaining or other labor union contract applicable to persons       
employed by the Company or any Company Subsidiary and no collective bargaining  
agreement is being negotiated by the Company or any Company Subsidiary. During  
the past three years, neither the Company nor any Company Subsidiary has        
experienced any work stoppage or other labor difficulty, and as of the date of  
this Agreement, there is no effort by or on behalf of any labor union to        
organize any persons employed by the Company and there is no labor dispute,     
strike or work stoppage against the Company or any Company Subsidiary pending or
threatened in writing, except where such dispute, strike or work stoppage has   
not had, and could not reasonably be expected to have, individually or in the   
aggregate, a Company Material Adverse Effect. As of the date of this Agreement, 
none of the Company, any Company Subsidiary, or their respective representatives
or employees, has committed any unfair labor practices in connection with the   
operation of the respective businesses of the Company or any Company Subsidiary,
and there is no charge or complaint against the Company or any Company          
Subsidiary by the National Labor Relations Board or any comparable state agency 
pending or threatened in writing, except                                        

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where such unfair labor practice, charge or complaint has not had, and could not
reasonably be expected to have, individually or in the aggregate, a Company     
Material Adverse Effect.                                                        

  (e) The Company and the Company Subsidiaries have no liability for life,
health, medical or other welfare benefits to former directors, officers,        
employees or consultants or beneficiaries or dependents thereof, except for     
health continuation coverage as required by Section 4980B of the Code or Part 6 
of Title I of ERISA and arrangements provided to individuals at a cost that is  
not material to the Company. No condition exists that would prevent the Company 
or any Company Subsidiary from amending or terminating any Company Benefit Plan 
providing for health, medical or life insurance benefits in respect of any      
active employee, director, officer, or consultant of the Company or any Company 
Subsidiary other than limitations imposed under the terms of a collective       
bargaining agreement.                                                           

(f) Neither the execution and delivery of this Agreement nor the      
shareholder approval, or the consummation, of the transactions contemplated     
hereby will (either alone or in conjunction with any other event) result in,    
cause the accelerated vesting, funding or delivery of, or increase the amount or
value of, any payment or benefit to any director, officer, employee or          
consultant of the Company or any Company Subsidiary, or result in any limitation
on the right of the Company or any Company Subsidiary to amend, merge, terminate
or receive a reversion of assets from any Company Benefit Plan or related trust.
Without limiting the generality of the foregoing, no amount paid or payable     
(whether in cash, in property, or in the form of benefits) by the Company or any
Company Subsidiary in connection with the transactions contemplated hereby      
(either solely as a result thereof or as a result of such transactions in       
conjunction with any other event) will be an "excess parachute payment" within  
the meaning of Section 280G of the Code.                                        

  (g) None of the Company and any Company Subsidiary nor any other person,
including any fiduciary, has engaged in any "prohibited transaction" (as defined
in Section 4975 of the Code or Section 406 of ERISA), which could reasonably be 
expected to subject any of the Company Benefit Plans or their related trusts,   
the Company, any Company Subsidiary or any person that the Company or any       
Company Subsidiary has an obligation to indemnify, to any material tax or       
penalty imposed under Section 4975 of the Code or Section 502 of ERISA.         

   (h) There are no material pending or threatened claims (other than claims
for benefits in the ordinary course), lawsuits or arbitrations which have been  
asserted or instituted, and, to the Company's knowledge, no set of circumstances
exists which may reasonably give rise to a claim or lawsuit, against the Company
Benefit Plans, or any fiduciaries thereof, with respect to their duties to the  
Company Benefit Plans or the assets of any of the trusts under any of the       
Company Benefit Plans that could reasonably be expected to result in any        
material liability of the Company or any Company Subsidiary to the PBGC, the    
Department of Treasury, the Department of Labor, any Multiemployer Plan, any    
Company Benefit Plan, any participant in a Company Benefit Plan, or any other   
party.                                                                          

    (i) Each Company Benefit Plan that is subject to or governed by the law of
any jurisdiction other than the United States or any State or Commonwealth of   
the United States (each, a "Company Foreign Benefit Plan"), has been maintained 
in material compliance with its terms and conditions and in material compliance 
with the requirements prescribed by any and all statutory and regulatory laws   
that are applicable to such Company Foreign Benefit Plan (including, without    
limitation, establishing book reserves in accordance with normal accounting     
practices and qualifying for special tax treatment if such treatment was        
intended), except that would not, individually or in the aggregate, be expected 
to have a Company Material Adverse Effect. Except as disclosed on Schedule      
3.09(i), no material Company Foreign Benefit Plan is a defined benefit pension  
plan.                                                                           

    (j) Each of the Company and the Company Subsidiaries is in compliance with
all applicable Laws and collective bargaining agreements respecting employment  
and employment practices, terms and conditions of employment, wages (including  
withholding) and hours and occupational safety and health, except as could not, 
individually or in the aggregate, have a Company Material Adverse Effect.       

   SECTION 3.10  Contracts.  Except as disclosed in the Company SEC Reports,
there is no contract or agreement that is material to the financial condition or
results of operations of the Company and the Company                            

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Subsidiaries taken as a whole. Neither the Company nor any Company Subsidiary is
in violation of or in default under (nor does there exist any condition which   
upon the passage of time or the giving of notice would cause such a violation of
or default under) any loan or credit agreement, note, bond, mortgage, indenture 
or lease, or any other contract, agreement, arrangement or understanding to     
which it is a party or by which it or any of its properties or assets is bound, 
except for violations or defaults that have not had, and could not reasonably be
expected to have, individually or in the aggregate, a Company Material Adverse  
Effect. Neither the Company nor any Company Subsidiary is party to any agreement
restricting the right of the Company or any Company Subsidiary to compete with  
another person or restricting the conduct of the business of the Company or any 
Company Subsidiary in any geographical area, not including exclusivity or       
similar agreements that are customary in the advertising industry. Except as    
disclosed in the Company SEC Documents, the Company is not a party to any       
contract, understanding, arrangement, letter agreement, letter of intent,       
memorandum of understanding or similar arrangement with Dentsu.                 

 SECTION 3.11  Trademarks, Patents and Copyrights.  Except as would not,
individually or in the aggregate, have a Company Material Adverse Effect, the   
Company and the Company Subsidiaries own or possess adequate licenses or other  
valid rights to use all patents, patent rights, trademarks, trademark rights,   
trade names, trade dress, trade name rights, copyrights, service marks, trade   
secrets, applications for trademarks and for service marks, know-how and other  
proprietary rights and information used or held for use in connection with the  
business of the Company and the Company Subsidiaries as currently conducted, and
no assertion or claim has been made in writing challenging the validity of any  
of the foregoing which would have a Company Material Adverse Effect. The conduct
of the business of the Company and the Company Subsidiaries as currently        
conducted does not conflict in any way with any patent, patent right, license,  
trademark, trademark right, trade dress, trade name, trade name right, service  
mark or copyright of any third party that has had, or could reasonably be       
expected to have, individually or in the aggregate, a Company Material Adverse  
Effect.                                                                         

   SECTION 3.12  Client Relations; Media Buying.  (a) As of the date hereof,
to the Company's knowledge, except as would not reasonably be expected,         
individually or in the aggregate, to have a Company Material Adverse Effect, no 
material client of the Company or any of the Company Subsidiaries has advised   
the Company or such Company Subsidiary orally or in writing that it is (x)      
terminating or considering terminating the handling of its business by the      
Company or such Company Subsidiary as a whole or in any substantial part or (y) 
planning to reduce its future spending with the Company or such Company         
Subsidiary in any manner which was not reflected in the 2002 revenue budget of  
the Company.                                                                    

 (b) The Company is not a party to any long-term media-buying agreements
material to the business of the Company.                                        

SECTION 3.13  Key Managers.  As of the date hereof, to the Company's  
knowledge, except as would not reasonably be expected, individually or in the   
aggregate, to have a Company Material Adverse Effect, none of the key account   
managers of the Company or any of the Company Subsidiaries has advised the      
Company or such Company Subsidiary orally or in writing that he or she is       
terminating or considering terminating his or her employment with the Company or
such Company Subsidiary.                                                        

    SECTION 3.14  Taxes.  (a) Except for such matters that would not have, and
could not reasonably be expected to have, a Company Material Adverse Effect, (i)
the Company and each of the Company Subsidiaries have timely filed all returns  
and reports required to be filed by them with any taxing authority with respect 
to Taxes (as defined below), all such returns and reports are complete and      
accurate and all Taxes shown to be due on such returns have been timely paid,   
(ii) all Taxes (whether or not shown on any Tax return) owed by the Company or  
any Company Subsidiary and required to have been paid have been timely paid or, 
in the case of Taxes which the Company or a Company Subsidiary is presently     
contesting in good faith, the Company or such Company Subsidiary has established
an adequate reserve for such Taxes, (iii) there are no pending proceedings by   
any taxing authority for the assessment or collection of Taxes against the      
Company or any of the Company Subsidiaries and (iv) the Company and each of the 
Company Subsidiaries have provided adequate reserves in their financial         
statements for any accrued Taxes (or Taxes otherwise due) that have not been    
paid. As used in this Agreement, "Taxes" shall mean any and all taxes,          

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fees, levies, duties, tariffs, imposts and other charges of any kind (together  
with any and all interest, penalties, additions to tax and additional amounts   
imposed with respect thereto) imposed by any government or taxing authority,    
including, without limitation: taxes or other charges on or with respect to     
income, franchises, windfall or other profits, gross receipts, property, sales, 
use, capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation or net worth; taxes or other charges in the nature of 
excise, withholding, ad valorem, stamp, transfer, value added or gains taxes;   
license, registration and documentation fees; and customers' duties, tariffs and
similar charges.                                                                

   (b) Leo Burnett Company, Inc. was classified as an "S corporation" within
the meaning of Section 1361 of the Code for all periods from January 1, 1987    
through December 31, 1998 (and for any other period, if any, as to which it     
reported as an "S corporation") for US federal income tax purposes and during   
such periods validly elected to be classified as an "S corporation" in each     
state where it filed a Tax return on such basis. Leo Burnett Company, Inc. and  
each of its subsidiaries, was classified as an "S corporation" or a "qualified  
subchapter S subsidiary" within the meaning of Section 1361 of the Code for any 
period as to which it reported as an "S corporation" or a "qualified subchapter 
S subsidiary," respectively, for U.S. federal income tax purposes and during    
such period validly elected to be classified as an "S corporation" or a         
"qualified subchapter S subsidiary," respectively, in each state where it filed 
a Tax return on such basis. Neither the Company nor any Company Subsidiary      
(other than Leo Burnett Company, Inc. and its subsidiaries) has ever filed a Tax
return reporting that such corporation was classified as an "S corporation" or a
"qualified subchapter S subsidiary" within the meaning of Section 1361 of the   
Code.                                                                           

     (c) Neither the Company nor any Company Subsidiary has constituted either a
"distributing corporation" or a "controlled corporation" within the meaning of  
Section 355(a)(1)(A) of the Code in a distribution of stock intended to qualify 
for tax-free treatment under Section 355 of the Code (x) in the two years prior 
to the date of this Agreement (or will constitute such a corporation in the two 
years prior to the Closing Date) or (y) which otherwise constitutes part of a   
"plan" or "series of related transactions" within the meaning of Section 355(e) 
of the Code in conjunction with the Merger.                                     

  (d) The Company and its Subsidiaries have not made any payments, are not
obligated to make any payments, and are not a party to any agreements that under
any circumstances could obligate any of them to make any payments that would    
constitute compensation in excess of the limitation set forth in Section 162(m) 
of the Code.                                                                    

    SECTION 3.15  Vote Required.  The only vote of the holders of any class or
series of capital stock of the Company necessary to approve this Agreement, the 
Merger and the other transactions contemplated by this Agreement is the         
affirmative vote of the holders of a majority of the outstanding shares of      
Company Common Stock, voting as one class in favor of the approval of this      
Agreement. Pursuant to the Voting Trust Agreement, each holder of record of     
trust certificates of the Voting Trust has the right to direct the Voting       
Trustees in the voting on the Merger of shares of Class A Common Stock          
attributable to such holder, and the Voting Trustees, as record holders of all  
outstanding shares of Class A Common Stock, shall solicit such directions in    
writing and shall vote (or refrain from voting) such shares in accordance with  
such directions.                                                                

   SECTION 3.16  Accounting and Reorganization Matters.  To the knowledge of
the Company, neither the Company nor any of its affiliates has taken or agreed  
to take any action that would prevent or impede the Merger from constituting a  
reorganization within the meaning of Section 368(a) of the Code. The Company is 
not aware of any agreement, plan or other circumstance that would prevent or    
impede the Merger from constituting a reorganization within the meaning of      
Section 368(a) of the Code.                                                     

   SECTION 3.17  Opinion of Financial Advisor.  The Company has received the
opinion, to be confirmed in writing, of Morgan Stanley & Co. Incorporated       
("Morgan Stanley") to the effect that, as of the date of this Agreement, the    
consideration to be received by holders of Class A Common Stock in the Merger is
fair to such holders from a financial point of view, a copy of which opinion    
will be delivered to Parent promptly after the date of this Agreement.          

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    SECTION 3.18  Brokers.  No broker, finder or investment banker (other than
Morgan Stanley) is entitled to any brokerage, finder's or other fee or          
commission in connection with the Merger or the other transactions contemplated 
by this Agreement based upon arrangements made by or on behalf of the Company.  

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 

     Except as disclosed in the publicly available Parent Reports filed with the
Agencies or as set forth in the Disclosure Schedule delivered by Parent and     
Merger Sub to the Company concurrently with the execution of this Agreement (the
"Parent Disclosure Schedule") and making reference to the particular subsection 
of this Agreement to which exception is being taken, Parent and Merger Sub      
hereby jointly and severally represent and warrant to the Company that:         

     SECTION 4.01  Organization and Qualification; Subsidiaries.  Each of Parent
and each subsidiary of Parent (the "Parent Subsidiaries") is a societe anonyme, 
corporation or other entity duly organized, validly existing and in good        
standing under the laws of the jurisdiction of its incorporation or organization
and has all requisite corporate or other power and authority to own, lease and  
operate its properties and to carry on its business as it is now being          
conducted, except where the failures to be so organized, existing or in good    
standing or to have such corporate or other power and authority have not had,   
and could not reasonably be expected to have, individually or in the aggregate, 
a Parent Material Adverse Effect (as defined below). Each of Parent and the     
Parent Subsidiaries is duly qualified or licensed as a foreign corporation to do
business, and is in good standing, in each jurisdiction where the character of  
the properties owned, leased or operated by it or the nature of its business    
makes qualification or licensing necessary, except for such failures to be so   
qualified or licensed and in good standing that have not had, and could not     
reasonably be expected to have, individually or in the aggregate, a Parent      
Material Adverse Effect. The term "Parent Material Adverse Effect" means any    
change in or effect on the business of Parent and the Parent Subsidiaries that  
is materially adverse to the business, assets, financial condition or results of
operations of Parent and the Parent Subsidiaries taken as a whole, except for   
any such change or effect resulting from or arising out of (i) changes in       
circumstances or conditions affecting the advertising industry in general, (ii) 
changes in general United States or global economic or business conditions or   
financial markets or (iii) the announcement of this Agreement or the            
transactions contemplated hereby. Parent has heretofore made available to the   
Company a complete and correct copy of Parent's statuts and Certificate of      
Incorporation (Kbis) and the Certificate of Incorporation and By-Laws of Merger 
Sub. Such statuts, Certificate of Incorporation (Kbis), Certificate of          
Incorporation and By-Laws are in full force and effect.                         

   SECTION 4.02  Capitalization.  As of March 5, 2002, (i) Parent had issued
and outstanding 139,781,849 ordinary shares having a nominal value of 0.40 Euros
per ordinary share (each a "Parent Ordinary Share"), all of which are validly   
issued, fully paid and nonassessable, and (ii) 4,758,024 Parent Ordinary Shares 
were held in the treasury of Parent or owned by Parent Subsidiaries. As of March
5, 2002, Parent had outstanding stock options under stock option plans, programs
and arrangements of Parent and the Parent Subsidiaries (the "Parent Stock Option
Plans") (i) to purchase 3,423,135 Parent Ordinary Shares held in the treasury of
Parent and (ii) to subscribe for 760,343 newly issued Parent Ordinary Shares    
(collectively, the "Parent Options"). As of February 26, 2002, 45,349,849       
Contingent Value Rights of Parent were outstanding. As of March 1, 2002, Parent 
had outstanding 648,379 of each of ADSs and ADRs and 423,847 American Depositary
Contingent Value Rights and American Depositary Contingent Value Right Receipts.
As of January 18, 2002, Parent had issued and outstanding 17,624,521 obligations
a option de conversion en actions nouvelles et/ou d'echange en actions          
existantes ("Parent OCEANES") convertible into 17,624,521 Parent Ordinary       
Shares. All outstanding Parent Ordinary Shares have been duly authorized and    
validly issued and are fully paid and nonassessable. Except as set forth in this
Section 4.02 and for changes since March 5, 2002 resulting from the exercise of 
Parent Stock Options outstanding on such date which were granted pursuant to    
Parent Stock Option Plans, there are no outstanding shares of capital stock or  
voting securities of the Company, and there are no options, warrants or other   
subscription rights, preemptive or similar rights agreements, arrangements or   
commitments of any character relating to the issued or unissued capital stock of

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Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to
issue, transfer or sell any shares of capital stock, voting securities or       
securities convertible into or exchangeable for capital stock or voting         
securities of the Parent or any Parent Subsidiary or obligating the Parent or   
any Parent Subsidiary to grant, extend or enter into any such option, warrant,  
subscription or other right, convertible security, agreement, arrangement or    
commitment. All Parent Ordinary Shares subject to issuance as aforesaid, upon   
issuance on the terms and conditions specified in the instruments pursuant to   
which they are issuable, will be duly authorized, validly issued, fully paid and
nonassessable. There are no outstanding obligations of Parent or any Parent     
Subsidiary to repurchase, redeem or otherwise acquire any Parent Ordinary Shares
or any capital stock of any Parent Subsidiary. Each outstanding share of capital
stock of each Parent Subsidiary is duly authorized, validly issued, fully paid  
and nonassessable and each such share owned by Parent or another Parent         
Subsidiary is free and clear of all security interests, liens, claims, pledges, 
options, rights of first refusal, agreements, limitations on Parent's or such   
other Parent Subsidiary's voting rights, charges and other encumbrances of any  
nature whatsoever, except where failure to own such shares free and clear would 
not, individually or in the aggregate, have a Parent Material Adverse Effect.   
The authorized capital stock of Merger Sub consists of 100 shares of common     
stock, par value $.01 per share, all of which are duly authorized, validly      
issued, fully paid and nonassessable and free of any preemptive rights in       
respect thereof and all of which are owned by Parent. Each of the Parent        
Ordinary Shares, Parent ORAs and Parent OBSAs, when issued pursuant to the terms
of this Agreement, and the Parent Ordinary Shares when issued upon redemption of
Parent ORAs or exercise of Parent warrants, shall be validly issued, fully paid 
and nonassessable and, subject to the terms of this Agreement, will provide its 
holders with the same rights as the rights of the holders of securities of the  
same category.                                                                  

     SECTION 4.03  Authority Relative to this Agreement.  Each of Parent, Merger
Sub and Parent LLC has all necessary corporate or other power and authority to  
execute and deliver this Agreement, and, subject to obtaining the necessary     
approvals of Parent's shareholders, to perform its obligations hereunder and to 
consummate the Merger and the other transactions contemplated by this Agreement.
The execution and delivery of this Agreement by each of Parent, Merger Sub and  
Parent LLC and the consummation by each of Parent, Merger Sub and Parent LLC of 
the Merger and the other transactions contemplated by this Agreement have been  
duly and validly authorized by all necessary corporate or other action and no   
other corporate proceedings on the part of Parent are necessary to authorize    
this Agreement or to consummate the Merger and the other transactions           
contemplated by this Agreement (other than, with respect to the Merger, the     
filing and recordation of appropriate merger documents as required by the DGCL, 
the approval of the issuance to Parent LLC of (i) Parent Ordinary Shares or     
obligations remboursables en actions immediately redeemable into Parent Ordinary
Shares, (ii) Parent ORAs and (iii) Parent OBSAs pursuant to the Merger by the   
holders of two-thirds (2/3) of the shares present or represented at the Parent  
Shareholders' Meeting (as defined in Section 6.01(e)) as required by French law)
and the approval of such issuance by the Management Board of Parent by virtue of
the power given to it by the Parent Shareholders' Meeting or by the Chairman of 
the Management Board by virtue of the power given to him by the Management      
Board, as the case may be. This Agreement has been duly and validly executed and
delivered by each of Parent, Merger Sub and Parent LLC and, assuming the due    
authorization, execution and delivery by the Company, constitutes a legal, valid
and binding obligation of each of Parent, Merger Sub and Parent LLC, enforceable
against each of Parent, Merger Sub and Parent LLC in accordance with its terms. 

SECTION 4.04  No Conflict; Required Filings and Consents.  (a) The    
execution and delivery of this Agreement by each of Parent, Merger Sub and      
Parent LLC do not, and the performance of this Agreement by each of Parent,     
Merger Sub and Parent LLC will not, (i) conflict with or violate the statuts and
Certificate of Incorporation (Kbis) of Parent, the Certificate of Incorporation 
or By-Laws of Merger Sub or any equivalent organizational documents of any other
Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations   
and other actions described in Section 4.04(b) have been obtained and all       
filings and obligations described in Section 4.04(b) have been made, conflict   
with or violate any Law applicable to Parent or any Parent Subsidiary or by     
which any property or asset of Parent or any Parent Subsidiary is bound or      
affected, or (iii) result in any breach of or constitute a default (or an event 
which with notice or lapse of time or both would become a default) under, or    
give to others any right of termination, amendment, acceleration or cancellation
of, or result in the creation of a lien or other encumbrance on any property or 
asset of Parent or                                                              

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any Parent Subsidiary pursuant to, any note, bond, mortgage, indenture,         
contract, agreement, lease, license, permit, franchise or other instrument or   
obligation binding upon Parent or any Parent Subsidiary, except, with respect to
clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, 
or other occurrences that have not had, and could not reasonably be expected to 
have, individually or in the aggregate, a Parent Material Adverse Effect, and   
that could not reasonably be expected to prevent or materially delay the        
consummation of the transactions contemplated by this Agreement and (y) with    
respect to clause (iii), for any such conflicts, violations, breaches, defaults 
or other occurrences arising under or out of (A) agreements the loss of the net 
income from which, individually or in the aggregate, would not have a Parent    
Material Adverse Effect or (B) agreements the Parent has the right or ability to
terminate without cause with less than six months' notice.                      

    (b) The execution and delivery of this Agreement by each of Parent, Merger
Sub and Parent LLC do not, and the performance of this Agreement by each of     
Parent, Merger Sub and Parent LLC will not, require any consent, approval,      
authorization or permit of, or filing with or notification to, any Governmental 
Entity, except (i) for applicable requirements, if any, of the Exchange Act,    
Blue Sky Laws, the Securities Act, the New York Stock Exchange, Inc. ("NYSE"),  
Euronext, state takeover laws, the HSR Act, the filing of a notification with   
the Commission of the European Union under Regulation 4064/89, the applicable   
requirements of Laws, rules and regulations in other non-U.S. jurisdictions     
governing antitrust or merger control matters, the filing and recordation of    
appropriate merger documents as required by the DGCL, compliance with applicable
requirements of the Commission des Operations de Bourse (the "COB") relating to 
the Parent Ordinary Shares, Parent ORAs and Parent OBSAs to be issued pursuant  
to or in connection with the Merger and compliance with any other applicable    
French companies or securities or takeover laws and regulations, and (ii) where 
the failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, has not had, and could not reasonably be    
expected to have, individually or in the aggregate, a Parent Material Adverse   
Effect, and could not reasonably be expected to prevent or materially delay the 
consummation of the transactions contemplated by this Agreement.                

SECTION 4.05  Compliance with Laws.  Neither Parent nor any Parent    
Subsidiary is in conflict with, or in default or violation of, any Law          
applicable to Parent or any Parent Subsidiary or by which any property or asset 
of Parent or any Parent Subsidiary is bound or affected, except for any such    
conflicts, defaults or violations that have not had, and could not reasonably be
expected to have, individually or in the aggregate, a Parent Material Adverse   
Effect.                                                                         

   SECTION 4.06  Parent Reports; Financial Statements.  (a) Parent has filed
all forms, reports and documents required to be filed by it with the SEC, the   
COB, the Conseil des Marches Financiers and Euronext (the "Agencies") since     
December 31, 2000 through the date of this Agreement (collectively, the "Parent 
Reports"). As of the respective dates they were filed (or, if amended or        
superseded by a filing prior to the date hereof, on the date of such filing),   
(i) the Parent Reports were prepared, and all forms, reports and documents filed
with the Agencies after the date of this Agreement and prior to the Effective   
Time will be prepared, in all material respects in accordance with the          
requirements of applicable Law and (ii) none of the Parent Reports contained,   
nor will any forms, reports and documents filed after the date of this Agreement
and prior to the Effective Time contain, any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in  
order to make the statements made therein, in light of the circumstances under  
which they were made, not misleading. No Parent Subsidiary is required to file  
any form, report or other document with any Agency.                             

     (b) Each of the consolidated financial statements (including, in each case,
any notes thereto) contained in the Parent Reports and in any form, report or   
document filed after the date of this Agreement and prior to the Effective Time 
(i) was, or will be, as the case may be, prepared in accordance with French GAAP
applied on a consistent basis throughout the periods indicated (except as may be
indicated in the notes thereto or, in the case of unaudited statements, as      
permitted by Agency rules), (ii) in the case of Parent Reports filed with the   
SEC, was, or will be, reconciled to U.S. GAAP as required by and in accordance  
with the requirements of the Exchange Act, and (iii) presented or will present  
fairly, in all material respects, the consolidated financial position of the    
Parent and the consolidated Parent Subsidiaries as at the respective dates      
thereof and their consolidated results of operations and cash flows for the     
respective periods indicated therein, except as                                 

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otherwise noted therein (subject, in the case of unaudited statements, to normal
and recurring year-end adjustments which were not and are not expected,         
individually or in the aggregate, to have a Parent Material Adverse Effect).    

    (c) Schedule 4.06(c) sets forth Parent's consolidated balance sheets as of
December 31, 2001, 2000 and 1999 and Parent's consolidated income statements for
each of the years in the three-year period ended December 31, 2001 (the "Parent 
2001 Financial Statements"). The Parent 2001 Financial Statements have been     
prepared in accordance with French GAAP (except that such statements lack notes 
and other presentation items) applied on a consistent basis throughout the      
periods indicated and presented and present fairly, in all material respects,   
the consolidated financial position of Parent and the consolidated Parent       
Subsidiaries as at the respective dates thereof and their consolidated results  
of operations for the respective periods indicated therein. The Parent 2001     
Financial Statements will not be materially different from the corresponding    
items included in the audited financial statements of Parent to be included in  
Parent's Document de Reference for the year ended December 31, 2001.            

 SECTION 4.07  Absence of Certain Changes or Events.  Since December 31,
2000, except as contemplated by or as disclosed in this Agreement, Parent and   
the Parent Subsidiaries have conducted their businesses only in the ordinary    
course and in a manner consistent with past practice and, since such date, there
has not been (a) any event, occurrence, development or state of circumstances or
facts that, either individually or in the aggregate, has had or is reasonably   
likely to have, a Parent Material Adverse Effect, (b) any material change by    
Parent in its accounting methods, principles or practices, or (c) any           
declaration, setting aside or payment of any dividend or distribution in respect
of the Parent Ordinary Shares or any redemption, purchase or other acquisition  
of any of Parent's securities.                                                  

    SECTION 4.08  Absence of Litigation.  There is no litigation, suit, claim,
action, proceeding or investigation pending or, to the knowledge of the Parent, 
threatened against Parent or any Parent Subsidiary, or any property or asset of 
the Parent or any Parent Subsidiary, before any court, arbitrator or            
Governmental Entity, domestic or foreign, which has had or could reasonably be  
expected to have, individually or in the aggregate, a Parent Material Adverse   
Effect. Neither the Parent nor any Parent Subsidiary nor any property or asset  
of the Parent or any Parent Subsidiary is subject to any continuing order of,   
consent decree, settlement agreement or other similar written agreement with any
Governmental Entity, or any order, writ, judgment, injunction, decree,          
determination or award of any Governmental Entity or arbitrator having or which 
would reasonably be expected to have, individually or in the aggregate, a Parent
Material Adverse Effect.                                                        

    SECTION 4.09  Contracts.  Except as disclosed in the Parent Reports, there
is no contract or agreement that is material to the financial condition or      
results of operations of Parent and the Parent Subsidiaries taken as a whole.   
Neither Parent nor any Parent Subsidiary is in violation of or in default under 
(nor does there exist any condition which upon the passage of time or the giving
of notice would cause such a violation of or default under) any loan or credit  
agreement, note, bond, mortgage, indenture or lease, or any other contract,     
agreement, arrangement or understanding to which it is a party or by which it or
any of its properties or assets is bound, except for violations or defaults that
have not had, and could not reasonably be expected to have, individually or in  
the aggregate, a Parent Material Adverse Effect. Neither Parent nor any Parent  
Subsidiary is a party to any agreement restricting the right of Parent or any   
Parent Subsidiary to compete with another person or restricting the conduct of  
the business of the Parent or any Parent Subsidiary in any geographical area,   
not including exclusivity or similar agreements that are customary in the       
advertising industry. There are no contracts, understandings, arrangements,     
letter agreements, letters of intent, memoranda of understanding or similar     
arrangements between Parent and Societe Anonyme Somarel.                        

 SECTION 4.10  Trademarks, Patents and Copyrights.  Except as would not,
individually or in the aggregate, have a Parent Material Adverse Effect, Parent 
and the Parent Subsidiaries own or possess adequate licenses or other valid     
rights to use all patents, patent rights, trademarks, trademark rights, trade   
names, trade dress, trade name rights, copyrights, service marks, trade secrets,
applications for trademarks and for service marks, know-how and other           
proprietary rights and information used or held for use in connection with the  
business of Parent and the Parent Subsidiaries as currently conducted, and no   
assertion or claim has been made in writing challenging the validity of any of  
the foregoing which would have a Parent Material Adverse                        

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Effect. The conduct of the business of Parent and the Parent Subsidiaries as    
currently conducted does not conflict in any way with any patent, patent right, 
license, trademark, trademark right, trade dress, trade name, trade name right, 
service mark or copyright of any third party that has had, or could reasonably  
be expected to have, individually or in the aggregate, a Parent Material Adverse
Effect.                                                                         

   SECTION 4.11  Client Relations; Media Buying.  (a) As of the date hereof,
to Parent's knowledge, except as would not reasonably be expected, individually 
or in the aggregate, to have a Parent Material Adverse Effect, no material      
client of Parent or any of the Parent Subsidiaries has advised Parent or such   
Parent Subsidiary orally or in writing that it is (x) terminating or considering
terminating the handling of its business by Parent or such Parent Subsidiary as 
a whole or in any substantial part or (y) planning to reduce its future spending
with Parent or such Parent Subsidiary in any manner which was not reflected in  
the 2002 revenue budget of Parent.                                              

(b)  Parent is not a party to any long-term media-buying agreements   
material to its business.                                                       

    SECTION 4.12  Key Managers.  As of the date hereof, to Parent's knowledge,
except as would not reasonably be expected, individually or in the aggregate, to
have a Parent Material Adverse Effect, none of the key account managers of      
Parent or any of the Parent Subsidiaries has advised Parent or such Parent      
Subsidiary orally or in writing that he or she is terminating or considering    
terminating his or her employment with Parent or such Parent Subsidiary.        

SECTION 4.13  Taxes.  Except for such matters that would not have, and
could not reasonably be expected to have, a Parent Material Adverse Effect, (i) 
Parent and each of the Parent Subsidiaries have timely filed all returns and    
reports required to be filed by them with any taxing authority with respect to  
Taxes, all such returns and reports are complete and accurate and all Taxes     
shown to be due on such returns have been timely paid, (ii) all Taxes (whether  
or not shown on any Tax return) owed by Parent or any Parent Subsidiary and     
required to have been paid have been timely paid or, in the case of Taxes which 
Parent or a Parent Subsidiary is presently contesting in good faith, Parent or  
such Parent Subsidiary has established an adequate reserve for such Taxes, (iii)
there are no pending proceedings by any taxing authority for the assessment or  
collection of Taxes against the Parent or any of the Parent Subsidiaries and    
(iv) Parent and each of the Parent Subsidiaries have provided adequate reserves 
in their financial statements for any accrued Taxes (or Taxes otherwise due)    
that have not been paid.                                                        

    SECTION 4.14  Employee Benefits Plans; Labor Matters.  (a) "Parent Benefit
Plan" shall mean each "employee benefit plan," as defined in Section 3(3) of    
ERISA, whether or not subject to ERISA, and each employment, severance or       
similar contract, plan, arrangement or compensation, bonuses, profit-sharing,   
stock option or other stock related rights or other forms of incentive or       
deferred compensation, vacation benefits, insurance (including any self-insured 
arrangements), health or medical benefits, employee assistance program,         
disability or sick leave benefits, workers' compensation, supplemental          
unemployment benefits, severance benefits and post-employment or retirement     
benefits (including compensation, pension, health, medical or life insurance    
benefits) which is maintained, administered or contributed to by Parent or any  
Parent Subsidiary and covers any employee or former employee of Parent or any   
Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary has 
any liability.                                                                  

   (b)  Except as could not reasonably be expected to have a Parent Material
Adverse Effect, (i) each Parent Benefit Plan is in compliance with all          
applicable Laws (including, without limitation, ERISA and the Code) and has been
administered and operated in accordance with its terms; (ii) each Parent Benefit
Plan, which is intended to be "qualified" within the meaning of Section 401(a)  
of the Code has received a favorable determination letter from the IRS and, no  
event has occurred, either by reason of any action or failure to act, and no    
condition exists which would cause the loss of any such qualification; (iii) the
actuarial present value of the accumulated plan benefits (whether or not vested)
under each Parent Benefit Plan covered by Title IV of ERISA, or which otherwise 
is a pension plan (as defined in Section 3(2) of ERISA) or provides for         
actuarially-determined benefits as of the close of its most recent plan year did
not exceed the market value of the assets allocable thereto; (iv) the PBGC has  
not instituted proceedings to terminate any Parent Benefit Plan, and to Parent's
knowledge, no condition exists that presents a risk that such proceedings will  
be instituted or which would constitute grounds under Section 402 of ERISA for  
the termination of, or the                                                      

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appointment of a trustee to administer any such Parent Benefit Plan; (v) no     
"accumulated funding deficiency," as defined in Section 412 of the Code, has    
been incurred with respect to any Parent Benefit Plan subject to Section 412;   
(vi) no "reportable event" within the meaning of Section 4043 of ERISA, and no  
event described in Section 4062 or 4063 of ERISA, has occurred in connection    
with any Parent Benefit Plan; and (vii) no material liability, claim, action,   
litigation, audit, examination, investigation or administrative proceeding has  
been made, commenced or, to the knowledge of Parent, threatened with respect to 
any Parent Benefit Plan (other than routine claims for benefits payable in the  
ordinary course);                                                               

 (c)  Except as could not reasonably be expected, individually or in the
aggregate, to have a Parent Material Adverse Effect, (i) each of Parent and     
Parent Subsidiaries is, and at all times has been, in compliance with all       
federal, state or other applicable laws respecting employment and employment    
practices, terms and conditions of employment and wages and hours, and has not  
and is not engaged in any unfair labor practice; (ii) no unfair labor practice  
complaint against Parent or any Parent Subsidiary is pending before the National
Labor Relations Board or its foreign equivalent; (iii) during the last three    
years there has not been any labor strike, dispute, slowdown or stoppage or, to 
Parent's knowledge, threatened against or involving Parent or any Parent        
Subsidiary; (iv) there is no effort by or on behalf of any labor union to       
organize any persons employed by Parent; and (v) no arbitration proceeding      
arising out of or under any collective bargaining agreement is pending and no   
claim therefore has been asserted.                                              

SECTION 4.15  Vote Required.  No vote of the stockholders of Parent is
required by Law, Parent's statuts or otherwise in order for Parent, Merger Sub  
and Parent LLC to consummate the Merger and the transactions contemplated hereby
other than the affirmative vote of two-thirds (2/3) of the shares present or    
represented at the Parent Shareholders' Meeting, provided that the shares       
present or represented on the proposal represent at least one-third (1/3) of the
outstanding Parent Ordinary Shares on first notice and one-quarter (1/4) of the 
outstanding Parent Ordinary Shares if the meeting is held on second notice.     

 SECTION 4.16  Operations of Merger Sub and Parent LLC.  Merger Sub is a
direct, wholly owned subsidiary of Parent, was formed solely for the purpose of 
engaging in the transactions contemplated by this Agreement, has engaged in no  
other business activities and has conducted no business operations. Parent LLC  
is an indirect, wholly owned subsidiary of Parent, was formed solely for the    
purpose of engaging in the transactions contemplated by this Agreement, has     
engaged in no other business activities and has conducted no business           
operations.                                                                     

    SECTION 4.17  Reorganization Matters.  To the knowledge of Parent, neither
Parent nor any of its affiliates has taken or agreed to take any action that    
would prevent or impede the Merger from constituting a reorganization within the
meaning of Section 368(a) of the Code. Parent is not aware of any agreement,    
plan or other circumstance that would prevent or impede the Merger from         
constituting a reorganization within the meaning of Section 368(a) of the Code. 

    SECTION 4.18  Brokers.  No broker, finder or investment banker (other than
Lazard Freres & Co. LLC) is entitled to any brokerage, finder's or other fee or 
commission in connection with the Merger or the other transactions contemplated 
by this Agreement based upon arrangements made by or on behalf of Parent.       

ARTICLE V 

CONDUCT OF BUSINESSES PENDING THE MERGER

   SECTION 5.01  Conduct of Business by the Company Pending the Merger.  (a)
The Company agrees that, between the date of this Agreement and the Effective   
Time, except as set forth in Section 5.01 of the Company Disclosure Schedule or 
as contemplated by any other provision of this Agreement, unless Parent shall   
otherwise consent in writing (such consent not to be unreasonably withheld or   
delayed):                                                                       

         (i)  the businesses of the Company and the Company Subsidiaries shall
  be conducted only in, and the Company and the Company Subsidiaries shall
 not take any action except in, the ordinary course of business and in a
manner consistent with past practice; and                             

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       (ii)  the Company shall use its reasonable best efforts to preserve
substantially intact its business organization, to keep available the 
    services of the current officers, employees and consultants of the Company
   and the Company Subsidiaries and to preserve the current relationships of
the Company and the Company Subsidiaries with customers, suppliers and
other persons with which the Company or any Company Subsidiary has    
     significant business relations, and shall not take any actions to terminate
any employee or officer prior to the Effective Time to cause severance
  payments to be due under the Company's change in control agreements (the
"Change in Control Agreements").                                      

By way of amplification and not limitation (but subject to the above            
exceptions), neither the Company nor any Company Subsidiary shall, between the  
date of this Agreement and the Effective Time, directly or indirectly, do any of
the following without the prior written consent of Parent (such consent not to  
be unreasonably withheld or delayed):                                           

(b) amend or otherwise change its Amended and Restated Certificate of 
Incorporation or By-Laws or equivalent organizational documents;                

(c) issue, sell, pledge, dispose of, grant, encumber, or authorize the
issuance, sale, pledge, disposition, grant or encumbrance of any shares of its  
capital stock of any class, or any options, warrants, convertible securities or 
other rights of any kind to acquire any shares of such capital stock, or any    
other ownership interest (including, without limitation, any phantom interest), 
of the Company or any Company Subsidiary (except (A) for the issuance of shares 
of Company Common Stock pursuant to the Company Stock Options in accordance with
their terms, or (B) securities of Company Subsidiaries for internal             
restructurings solely involving the Company and/or direct or indirect           
wholly-owned Company Subsidiaries);                                             

 (d) declare, set aside, make or pay any dividend or other distribution,
payable in cash, stock, property or otherwise, with respect to any of its       
capital stock, other than dividends declared and paid in accordance with past   
practice and dividends from a direct or indirect wholly-owned Company Subsidiary
to the Company or any other Company Subsidiary;                                 

    (e) reclassify, combine, split, subdivide or redeem, purchase or otherwise
acquire, directly or indirectly, any of its capital stock except pursuant to (i)
the 2000 Stock Purchase Agreements in the form filed with the Company SEC       
Reports and (ii) the stock purchase agreements between the Company and holders  
of Company Stock Options;                                                       

   (f) (i) acquire (including, without limitation, by merger, consolidation,
or acquisition of stock or assets, but not including internal restructurings    
solely involving the Company and/or direct or indirect wholly-owned Company     
Subsidiaries) any interest in any corporation, partnership or other business    
organization or any division thereof, or any assets, other than acquisitions of 
assets in the ordinary course of business consistent with past practice and any 
other acquisitions for consideration which are not, in the aggregate, in excess 
of $50 million;                                                                 

  (ii) incur any indebtedness for borrowed money or issue any debt
securities or assume, guarantee or endorse, or otherwise as an accommodation    
become responsible for, the obligations of any person, or make any loans or     
advances, except for (A) indebtedness incurred in the ordinary course of        
business and consistent with past practice and other indebtedness incurred under
the Company's $350 million debt facility or (B) any indebtedness solely         
involving the Company and/or direct or indirect wholly-owned Company            
Subsidiaries;                                                                   

      (iii) enter into any contract or agreement material to the business,
results of operations or financial condition of the Company and the Company     
Subsidiaries taken as a whole other than in the ordinary course of business and 
consistent with past practice;                                                  

         (iv) authorize any capital expenditure, other than capital expenditures
in the ordinary course of business and consistent with past practice;           

       (v) sell, lease, license or otherwise dispose of any material assets,
except in the ordinary course of business and in a manner consistent with past  
practice (except for internal restructurings solely involving the Company and/or
direct or indirect wholly-owned Company Subsidiaries); or                       

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 (vi) enter into or amend any contract, agreement, commitment or
arrangement that, if fully performed, would not be permitted under this Section 
5.01(f);                                                                        

(g) except (i) in the ordinary course of business consistent with past
practice, (ii) as required by applicable law, or (iii) to the extent required   
under existing plans, agreements or arrangements, increase the compensation     
payable or to become payable or the benefits provided or to become provided to  
current or former directors, officers, employees, or consultants of the Company 
or any Company Subsidiary, or increase the compensation payable or benefits     
provided under any Company Benefit Plan or collective bargaining agreement or   
otherwise increase or accelerate the vesting or payment of the compensation     
payable or the benefits provided or compensation or benefits to become payable  
or provided to any current or former director, officer, employee or consultant  
of the Company or any Company Subsidiary;                                       

(h) except (i) in the ordinary course of business consistent with past
practice, (ii) as required by applicable law, or (iii) to the extent required   
under existing plans, agreements or arrangements, grant any severance or        
termination pay to, or enter into or amend any employment, consulting or        
severance agreement with, any director, officer, employee or consultant of the  
Company or any Company Subsidiary or establish, adopt, enter into or amend, any 
Company Benefit Plan;                                                           

(i) hire or retain the services of any director, officer, employee or 
consultant other than in the ordinary course of business consistent with past   
practice;                                                                       

(j) take any action, other than reasonable and usual actions in the   
ordinary course of business and consistent with past practice and any change    
required by reason of a concurrent change in GAAP or Regulation S-X under the   
Exchange Act, with respect to accounting policies or procedures;                

(k) amend or modify, or release any obligations under, any of the 2000
Stock Purchase Agreements, except in the case of departing employees consistent 
with past practice or as set forth in Schedule 5.01; or                         

(l) agree or commit to do any of the foregoing.                       

     SECTION 5.02  Conduct of Business by Parent Pending the Merger.  (a) Parent
agrees that, between the date of this Agreement and the Effective Time, except  
as set forth in Section 5.02 of the Parent Disclosure Schedule or as            
contemplated by any other provision of this Agreement, unless the Company shall 
otherwise consent in writing (such consent not to be unreasonably withheld or   
delayed):                                                                       

   (i) the business of Parent and the Parent Subsidiaries shall be
  conducted only in, and Parent and the Parent Subsidiaries shall not take
any action except in the ordinary course of business and in a manner  
consistent with past practice; and                                    

 (ii) Parent shall use its reasonable best efforts to preserve
substantially intact its business organization, to keep available the 
   services of the current officers, employees and consultants of Parent and
     the Parent Subsidiaries and to preserve the current relationships of Parent
 and the Parent Subsidiaries with customers, suppliers and other persons
with which Parent or any Parent Subsidiary has significant business   
relations.                                                            

By way of amplification and not limitation (but subject to the above            
exceptions), neither Parent nor any Parent Subsidiary shall, between the date of
this Agreement and the Effective Time, directly or indirectly, do any of the    
following without the prior written consent of the Company (such consent not to 
be unreasonably withheld):                                                      

   (b) amend or otherwise change its statuts or Certificate of Incorporation
(Kbis), By-Laws or equivalent organizational documents;                         

(c) issue, sell, pledge, dispose of, grant, encumber, or authorize the
issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its 
capital stock of any class, or any options, warrants, convertible securities or 
other rights of any kind to acquire any shares of such capital stock, or any    
other ownership interest (including, without limitation, any phantom interest), 
of Parent or any Parent Subsidiary (except for the issuance of (A) Parent       
Ordinary Shares pursuant to the Parent Stock Options outstanding on the date of 
this Agreement and the issuance, in the ordinary course of business and         
consistent with past practice, of Parent                                        

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Stock Options to purchase a maximum of 500,000 Parent Ordinary Shares pursuant  
to the Parent Stock Option Plans in effect on the date of this Agreement and    
Parent Ordinary Shares issuable pursuant to such Parent Stock Options, in       
accordance with the terms of the Parent Stock Option Plans, (B) Parent Ordinary 
Shares in the ordinary course of business and consistent with past practice     
pursuant to the Parent's Employee Stock Purchase Plan as in existence at the    
Effective Time, (C) Parent Ordinary Shares upon conversion at the option of the 
holders of Parent OCEANES pursuant to their terms, or (D) securities of Parent  
Subsidiaries for internal restructurings solely involving Parent and/or direct  
or indirect wholly-owned Parent Subsidiaries);                                  

 (d) declare, set aside, make or pay any dividend or other distribution,
payable in cash, stock, property or otherwise, with respect to any of its       
capital stock, other than dividends declared and paid in accordance with past   
practice and dividends from a direct or indirect wholly-owned Parent Subsidiary 
to Parent or any Parent Subsidiary;                                             

(e) reclassify, combine, split or subdivide any of its capital stock; 

(f) take any action, other than reasonable and usual actions in the   
ordinary course of business and consistent with past practice and any change    
required by reason of a concurrent change in GAAP or Regulation S-X under the   
Exchange Act, with respect to accounting policies or procedures;                

(g) sell, lease, license or otherwise dispose of any material assets, 
except in the ordinary course of business and in a manner consistent with past  
practice (except for internal restructurings solely involving Parent and/or     
direct or indirect wholly-owned Parent Subsidiaries);                           

  (h) acquire (including, without limitation, by merger, consolidation, or
acquisition of stock or assets, but not including internal restructurings solely
involving Parent and/or direct or indirect wholly-owned Parent Subsidiaries) any
interest in any corporation, partnership or other business organization or any  
division thereof, or any assets, other than acquisitions of assets in the       
ordinary course of business consistent with past practice and any other         
acquisitions for consideration which are not, in the aggregate, in excess of $50
million;                                                                        

    (i) incur any indebtedness for borrowed money or issue any debt securities
or assume, guarantee or endorse, or otherwise as an accommodation become        
responsible for, the obligations of any person, or make any loans or advances,  
except for (A) indebtedness incurred in the ordinary course of business and     
consistent with past practice and other indebtedness with a maturity of not more
than one year in a principal amount not, in the aggregate, in excess of $100    
million or (B) any indebtedness solely involving Parent and/or direct or        
indirect wholly-owned Parent Subsidiaries; or                                   

(j) agree or commit to do any of the foregoing.                       

  SECTION 5.03  Notification of Certain Matters.  Parent shall give prompt
notice to the Company, and the Company shall give prompt notice to Parent, of   
(i) the occurrence, or non-occurrence, of any event the occurrence, or          
non-occurrence, of which could reasonably be expected to cause (x) any          
representation or warranty contained in this Agreement to be untrue or          
inaccurate or (y) any covenant, condition or agreement contained in this        
Agreement not to be complied with or satisfied and (ii) any failure of Parent or
the Company, as the case may be, to comply with or satisfy any covenant,        
condition or agreement to be complied with or satisfied by it hereunder;        
provided, however, that the delivery of any notice pursuant to this Section 5.03
shall not limit or otherwise affect the remedies available hereunder to the     
party receiving such notice.                                                    

ARTICLE VI

ADDITIONAL AGREEMENTS 

     SECTION 6.01  Registration Statement; Proxy Statements.  (a) As promptly as
practicable after the execution of this Agreement, the Company shall prepare and
file with the SEC a Company proxy statement (together with any amendments       
thereof or supplements thereto, the "Company Proxy Statement") relating to the  
meetings of the Company's stockholders (the "Company Stockholders' Meeting") to 
be held to consider approval of this Agreement and the transactions contemplated
hereby. Parent shall promptly furnish all                                       

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information concerning itself as the Company may reasonably request in          
connection with such actions and the preparation of the Registration Statement  
and the Company Proxy Statement. As promptly as practicable after the applicable
requirements of the SEC have been satisfied, the Company shall mail the Company 
Proxy Statement to its stockholders. Parent and its counsel shall be given a    
reasonable opportunity to review and comment on the Company Proxy Statement     
prior to its being filed with the SEC.                                          

(b) As promptly as practicable after the execution of this Agreement, 
Parent and the Company will use reasonable best efforts to obtain a no-action   
letter from the SEC to permit registration of the Parent OBSAs on a registration
statement on Form F-4 without compliance with the Trust Indenture Act of 1939   
(the "Trust Indenture Act"). If such no-action letter is granted, Parent shall  
prepare and file with the SEC a registration statement on Form F-4 for the      
registration under the Securities Act of the Parent Ordinary Shares, Parent     
OBSAs and Parent ORAs to be issued pursuant to the Merger. If such no-action    
letter is not granted, then at the option of the Company either (i) if permitted
under applicable Law, the offer and sale of Parent Ordinary Shares, Parent OBSAs
and Parent ORAs will not be registered under the Securities Act, but shall be   
made in a private placement in reliance upon the exemption from registration    
provided by Regulation D promulgated thereunder or (ii) Parent shall prepare and
file a registration statement on Form F-4 for the registration under the        
Securities Act of Parent Ordinary Shares, Parent OBSAs and Parent ORAs, and the 
form and terms of the Parent OBSAs shall be modified as necessary to comply with
the Trust Indenture Act.                                                        

  (c) In the event a registration statement on Form F-4 (together with all
amendments thereto, the "Registration Statement") is filed, (i) each of Parent  
and the Company shall use its reasonable best efforts to cause the Registration 
Statement to become effective as promptly as practicable, (ii) prior to the     
effective date of the Registration Statement, Parent shall take all or any      
action required under any applicable U.S. federal or state and non-U.S.         
securities laws in connection with the issuance of Parent Ordinary Shares,      
Parent ORAs and Parent OBSAs pursuant to the Merger and (iii) the Company shall 
furnish all information concerning itself as Parent may reasonably request in   
connection with such actions and the preparation of the Registration Statement. 

   (d) In the event of a private placement, (i) Parent shall take all or any
action required under any applicable U.S. federal or state and non-U.S.         
securities laws to permit the issuance of Parent Ordinary Shares, Parent ORAs   
and Parent OBSAs pursuant to the Merger in accordance with such laws without    
registration under the Securities Act and (ii) if at any time after the Closing 
any former holder of Shares (other than any such holder who is an affiliate of  
Parent at such time) proposes to resell, in a manner consistent with the terms  
of Exhibit B, Parent Ordinary Shares, Parent ORAs or the warrant portion of the 
Parent OBSAs outside the United States but, in the opinion of counsel to such   
holder, cannot do so in reliance on Regulation S or any other exemption from    
registration under the Securities Act, Parent shall register such securities    
pursuant to the Securities Act to permit such person to resell such securities. 

   (e) As promptly as practicable after the execution of this Agreement, (i)
Parent shall prepare, file, publish, make available and/or mail to Parent       
Shareholders, as applicable, the resolutions related to the Parent Proposals,   
the rapport du directoire et du conseil de surveillance a l'assemblee, the      
rapports des commissaires and the note d'operation (together with any amendments
thereof or supplements thereto, the "Parent Proxy Statement" and, together with 
the Company Proxy Statement, the "Proxy Statements") relating to the meeting of 
Parent's shareholders (the "Parent Shareholders' Meeting" and, together with the
Company Stockholders' Meeting, the "Shareholders' Meetings") to be held to      
consider approval of the Parent Proposals (as defined in Section 6.02); and (ii)
Parent shall prepare and file with the COB all filings required by COB          
regulations (the "Other Parent Filings") in connection with the Parent          
Shareholders' Meeting to be held to consider approval of the Parent Proposals.  
The Company shall promptly furnish all information concerning the Company as    
Parent may reasonably request in connection with such actions and the           
preparation of the Parent Proxy Statement and the Other Parent Filings. The     
Company and its counsel shall be given a reasonable opportunity to review and   
comment on the Registration Statement, the Parent Proxy Statement and the Other 
Parent Filings prior to them being filed with the applicable agency.            

 (f) The Company Proxy Statement shall include the recommendation of the
Board of Directors of the Company to the shareholders of the Company in favor of
approval of this Agreement; provided, however, that                             

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the Board of Directors of the Company may, at any time prior to the Effective   
Time, withdraw, modify or change any such recommendation to the extent that the 
Board of Directors of the Company determines in good faith after consultation   
with independent legal counsel that the failure to so withdraw, modify or change
its recommendation would cause the Board of Directors of the Company to breach  
its fiduciary duties to the Company's shareholders under applicable Law.        

(g) The Parent Proxy Statement shall include the recommendation of the
Supervisory Board and the Management Board of Parent to the shareholders of     
Parent in favor of the Parent Proposals; provided, however, that the Supervisory
Board or the Management Board of Parent may, at any time prior to the Effective 
Time, withdraw, modify or change any such recommendation to the extent that the 
Supervisory Board or the Management Board of Parent determines in good faith    
after consultation with independent legal counsel that the failure to so        
withdraw, modify or change its recommendation would cause the Supervisory Board 
or the Management Board of Parent to breach its fiduciary duties to Parent's    
shareholders under applicable Law.                                              

(h) No amendment or supplement to the Company Proxy Statement or the  
Registration Statement will be made by the Company or Parent without the        
approval of the other party (such approval not to be unreasonably withheld or   
delayed). Parent and the Company each will advise the other, promptly after they
receive notice thereof, of the time when the Registration Statement has become  
effective or any supplement or amendment has been filed, of the issuance of any 
stop order, of the suspension of the qualification of Parent Ordinary Shares,   
Parent ORAs or Parent OBSAs issuable in connection with the Merger for offering 
or sale in any jurisdiction, or of any request by the SEC for amendment of the  
Registration Statement or the Company Proxy Statement or comments thereon and   
responses thereto or requests by the SEC for additional information.            

  (i) The information supplied by Parent for inclusion in the Registration
Statement and the Company Proxy Statement shall not, at (i) the time the        
Registration Statement is declared effective, (ii) the time the Company Proxy   
Statement (or any amendment thereof or supplement thereto) is first mailed to   
the stockholders of the Company, (iii) the time of the Company Stockholders'    
Meeting and (iv) the Effective Time, contain any untrue statement of a material 
fact or fail to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. If, at any time prior to the        
Effective Time, any event or circumstance relating to Parent or any Parent      
Subsidiary, or their respective officers or directors, should be discovered by  
Parent which should be set forth in an amendment or a supplement to the         
Registration Statement or the Company Proxy Statement, Parent shall promptly    
inform the Company. All documents that Parent is responsible for filing with the
SEC in connection with the Merger or the other transactions contemplated by this
Agreement will comply as to form and substance in all material aspects with the 
applicable requirements of the Securities Act and the rules and regulations     
thereunder and the Exchange Act and the rules and regulations thereunder.       

(j) The information supplied by the Company for inclusion in the      
Registration Statement and the Company Proxy Statement shall not, at (i) the    
time the Registration Statement is declared effective, (ii) the time the Company
Proxy Statement (or any amendment thereof or supplement thereto) is first mailed
to the stockholders of the Company, (iii) the time of the Company Stockholders' 
Meeting, and (iv) the Effective Time, contain any untrue statement of a material
fact or fail to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The information supplied by the     
Company for inclusion in the Parent Proxy Statement shall not, at (i) the time  
the Parent Proxy Statement (or any amendment thereof or supplement thereto) is  
first mailed to the stockholders of Parent, and (ii) the time of the Parent     
Stockholders' Meeting, and the information supplied by the Company for inclusion
in the Other Parent Filings at the time such Other Parent Filings are filed with
the COB shall not, contain any untrue statement of a material fact or fail to   
state any material fact required to be stated therein or necessary in order to  
make the statements therein, in light of the circumstances under which they were
made, not misleading. If, at any time prior to the Effective Time, any event or 
circumstance relating to the Company or any Company Subsidiary, or their        
respective officers or directors, should be discovered by the Company which     
should be set forth in an amendment or a supplement to the Registration         
Statement, the Proxy Statements or the Other Parent Filings, the Company shall  
promptly                                                                        

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inform Parent. All documents that the Company is responsible for filing with the
SEC in connection with the Merger or the other transactions contemplated by this
Agreement will comply as to form and substance in all material respects with the
applicable requirements of the Securities Act and the rules and regulations     
thereunder and the Exchange Act and the rules and regulations thereunder.       

    SECTION 6.02  Shareholders' Meetings.  The Company shall call and hold the
Company Stockholders' Meeting as promptly as practicable for the purpose of     
voting upon, and shall use its reasonable best efforts to solicit from its      
stockholders proxies in favor of, the approval of this Agreement and the        
transactions contemplated by this Agreement. Parent shall call and hold the     
Parent Shareholders' Meeting, as promptly as practicable for the purpose of     
voting upon, and shall use its reasonable best efforts to solicit from its      
stockholders proxies in favor of, (i) the approval of this Agreement and the    
transactions contemplated by this Agreement, (ii) the approval of the issuance  
of Parent Ordinary Shares (or of obligations remboursables en actions           
immediately redeemable into Parent Ordinary Shares), Parent ORAs and Parent     
OBSAs pursuant to or in connection with the Merger, (iii) the increase of the   
number of members of the Supervisory Board of Parent by two, who shall be       
designees of Dentsu and (iv) the approval of the modification of the Parent     
statuts to provide that the respective holders of the usufruct and nue propriete
interests in the Parent Ordinary Shares are free to allocate the voting rights  
between themselves and shall notify Parent of the same (collectively, the       
"Parent Proposals"). Parent and the Company shall take all other action         
necessary or advisable to secure the vote or consent of shareholders required by
French law or the DGCL, as applicable, to obtain such approvals, except to the  
extent that the Board of Directors of the Company or the Management Board or the
Supervisory Board of Parent, as the case may be, determines in good faith after 
consultation with independent legal counsel that doing so would cause the Board 
of Directors of the Company, or the Management Board or the Supervisory Board of
Parent, as the case may be, to breach its fiduciary duties to such party's      
shareholders under applicable Law. The Company shall call and hold the Company  
Stockholders' Meeting for the purpose of considering approval of this Agreement 
and the transactions contemplated hereby regardless of whether the exception in 
the immediately preceding sentence applies or the proviso in Section 6.01(f)    
applies, and Parent shall call and hold the Parent Shareholders' Meeting for the
purpose of considering approval of the matters set forth above regardless of    
whether the exception in the immediately preceding sentence applies or the      
proviso in Section 6.01(g) applies.                                             

SECTION 6.03  Access to Information; Confidentiality.  (a) Except as  
required pursuant to any confidentiality agreement or similar agreement or      
arrangement to which Parent or the Company or any of their respective           
subsidiaries is a party or pursuant to applicable Law, from the date of this    
Agreement to the Effective Time, Parent and the Company shall (and shall cause  
their respective subsidiaries to): (i) provide to the other (and its officers,  
directors, employees, accountants, consultants, legal counsel, agents and other 
representatives, collectively, "Representatives") access at reasonable times    
upon prior notice to the officers, employees, agents, properties, offices and   
other facilities of the other and its subsidiaries and to the books and records 
thereof and (ii) furnish promptly such information concerning the business,     
properties, contracts, assets, liabilities, personnel and other aspects of the  
other party and its subsidiaries as the other party or its Representatives may  
reasonably request.                                                             

   (b) Subject to Section 6.04(d), Parent and the Company shall comply with,
and shall cause their respective Representatives to comply with, all of their   
respective obligations under the Confidentiality Agreements, dated February 22, 
2002 (the "Confidentiality Agreements") between the Company and Parent.         

SECTION 6.04  No Solicitation of Transactions.  (a) Parent will not,  
directly or indirectly, and Parent will instruct its officers, directors,       
employees, subsidiaries, agents or advisors or other representatives (including,
without limitation, any investment banker, attorney or accountant retained by   
it), not to, directly or indirectly, solicit, initiate or knowingly encourage   
(including by way of furnishing nonpublic information), or knowingly facilitate,
any inquiries or the making of any proposal or offer (including, without        
limitation, any proposal or offer to its stockholders) that constitutes, or may 
reasonably be expected to lead to, any Competing Transaction (as defined below) 
involving Parent, or engage in discussions or negotiate with any person or      
entity with respect to a Competing Transaction involving Parent, or authorize or
permit any of the officers, directors or employees of Parent or any Parent      
Subsidiary, or any investment banker, financial advisor, attorney, accountant or
other representative retained by Parent or any Parent Subsidiary, to take any   
such                                                                            

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action; provided, however, that nothing contained in this Section 6.04 shall    
prohibit Parent from furnishing information to, or entering into discussions or 
negotiations with, any person in connection with an unsolicited (from the date  
of this Agreement) proposal for a Competing Transaction involving Parent, if,   
and only to the extent that, (i) the Supervisory Board or the Management Board  
of Parent, after consultation with independent legal counsel, determines in good
faith that such action is required for the Supervisory Board or the Management  
Board of Parent to comply with its fiduciary duties to its shareholders imposed 
by applicable Law and (ii) prior to furnishing such information to, or entering 
into discussions or negotiations with, such person, (x) Parent obtains from such
person an executed confidentiality agreement on terms no less favorable to      
Parent than those contained in the Confidentiality Agreement and (y) Parent     
notifies the Company immediately of inquiries, proposals or offers received, any
information requested, or discussions or negotiations sought to be initiated or 
continued, indicating, in connection with such notice, the name of such person  
and the terms and conditions of any proposals or offers. Parent shall notify the
Company promptly if any proposal or offer, or any inquiry or contact with any   
person with respect thereto regarding a Competing Transaction involving Parent  
is made. Parent shall cease and cause to be terminated all existing discussions 
or negotiations with any parties conducted heretofore with respect to a         
Competing Transaction involving Parent. Parent agrees not to release any third  
party from, or waive any provision of, any confidentiality or standstill        
agreement to which it is a party.                                               

(b) The Company will not, directly or indirectly, and the Company will
instruct its officers, directors, employees, subsidiaries, agents or advisors or
other representatives (including, without limitation, any investment banker,    
attorney or accountant retained by it), not to, directly or indirectly, solicit,
initiate or knowingly encourage (including by way of furnishing nonpublic       
information), or knowingly facilitate, any inquiries or the making of any       
proposal or offer (including, without limitation, any proposal or offer to its  
stockholders) that constitutes, or may reasonably be expected to lead to, any   
Competing Transaction (as defined below) involving the Company, or engage in    
discussions or negotiate with any person or entity with respect to a Competing  
Transaction involving the Company, or authorize or permit any of the officers,  
directors or employees of the Company or any Company Subsidiary, or any         
investment banker, financial advisor, attorney, accountant or other             
representative retained by the Company or any Company Subsidiary, to take any   
such action; provided, however, that nothing contained in this Section 6.04     
shall prohibit the Company from furnishing information to, or entering into     
discussions or negotiations with, any person in connection with an unsolicited  
(from the date of this Agreement) proposal for a Competing Transaction involving
the Company, if, and only to the extent that, (i) the Board of Directors of the 
Company, after consultation with independent legal counsel, determines in good  
faith that such action is required for the Board of Directors of the Company to 
comply with its fiduciary duties to its shareholders imposed by applicable Law  
and (ii) prior to furnishing such information to, or entering into discussions  
or negotiations with, such person, (x) the Company obtains from such person an  
executed confidentiality agreement on terms no less favorable to the Company    
than those contained in the Confidentiality Agreement and (y) the Company       
notifies Parent immediately of inquiries, proposals or offers received, any     
information requested, or discussions or negotiations sought to be initiated or 
continued, indicating, in connection with such notice, the name of such person  
and the terms and conditions of any proposals or offers. The Company shall      
notify Parent promptly if any proposal or offer, or any inquiry or contact with 
any person with respect thereto, regarding a Competing Transaction involving the
Company is made. The Company shall cease and cause to be terminated all existing
discussions or negotiations with any parties conducted heretofore with respect  
to a Competing Transaction involving the Company. The Company agrees not to     
release any third party from, or waive any provision of, any confidentiality or 
standstill agreement to which it is a party, other than such releases or waivers
of obligations of Dentsu to the Company which the Company deems reasonably      
necessary to consummate the Merger and the transactions contemplated by this    
Agreement. Nothing contained in this Agreement shall prevent the Board of       
Directors of the Company from complying with Rule 14d-9 or 14e-2 under the      
Exchange Act with respect to any Competing Transaction.                         

   (c) A "Competing Transaction" means any of the following involving Parent
or the Company, as the case may be (other than the Merger and the other         
transactions contemplated by this Agreement): (i) a merger, consolidation, share
exchange, business combination or other similar transaction; (ii) any sale,     
lease, exchange, transfer or other disposition of 25% or more of the assets of  
such party and its subsidiaries, taken as                                       

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a whole, (iii) the acquisition of capital stock of such party by a person as a  
result of which such person would become the beneficial owner of 25% or more of 
the shares of capital stock of such party; or (iv) a tender offer or exchange   
offer by a person as a result of which such person would become the beneficial  
owner of 25% or more of the outstanding voting securities of such party. For    
purposes of this Section 6.04, the term "beneficial owner" shall have the       
meaning ascribed to it in Rule 13d-3 promulgated under the Exchange Act.        

    (d) This Section 6.04 supersedes Section 10 of each of the Confidentiality
Agreements, which Section 10 shall have no further force or effect as of the    
date hereof.                                                                    

    SECTION 6.05  Directors' and Officers' Indemnification and Insurance.  (a)
The By-Laws of the Surviving Corporation shall contain provisions regarding     
directors' and officers' indemnification and insurance reasonably satisfactory  
to the Company which provisions shall not be amended, repealed or otherwise     
modified for a period of six years from the Effective Time in any manner that   
would affect adversely the rights thereunder of individuals who at or at any    
time prior to the Effective Time were directors, officers, employees,           
fiduciaries or agents of the Company.                                           

   (b) Prior to the Effective Time, the Company shall, to the fullest extent
permitted under applicable Law and regardless of whether the Merger becomes     
effective, indemnify and hold harmless, and, after the Effective Time, Parent   
and the Surviving Corporation shall, to the fullest extent permitted under      
applicable Law, indemnify and hold harmless, each present and former director or
officer of the Company and each Company Subsidiary and each such person who     
served at the request of the Company or any Company Subsidiary as a director,   
officer, trustee, partner, fiduciary, employee or agent of another corporation, 
partnership, joint venture, trust, pension or other employee benefit plan or    
enterprise (collectively, the "Indemnified Parties") against all costs and      
expenses (including reasonable attorneys' fees), judgments, fines, losses,      
claims, damages, liabilities and settlement amounts paid in connection with any 
claim, action, suit, proceeding or investigation (whether arising before or     
after the Effective Time), whether civil, administrative or investigative,      
arising out of or pertaining to any action or omission in their capacities as   
officers or directors, in each case occurring before the Effective Time         
(including the transactions contemplated by this Agreement). Without limiting   
the foregoing, in the event of any such claim, action, suit, proceeding or      
investigation, to the fullest extent permitted under applicable Law (i) the     
Company or Parent and the Surviving Corporation, as the case may be, shall pay  
the fees and expenses of counsel selected by any Indemnified Party, which       
counsel shall be reasonably satisfactory to the Company or to Parent and the    
Surviving Corporation, as the case may be, promptly after statements therefor   
are received (unless the Surviving Corporation shall elect to defend such       
action) and (ii) the Company and Parent and the Surviving Corporation shall     
cooperate in the defense of any such matter, provided, however, that none of the
Company, Parent or the Surviving Corporation shall be liable for any settlement 
effected without its written consent (which consent shall not be unreasonably   
withheld or delayed).                                                           

    (c) For a period of six years after the Effective Time, Parent shall cause
to be maintained in effect the current directors' and officers' liability       
insurance policies maintained by the Company (provided that Parent may          
substitute therefor policies reasonably satisfactory to the Indemnified Parties 
of at least the same coverage containing terms and conditions which are no less 
advantageous) with respect to claims arising from facts or events that occurred 
prior to the Effective Time; provided, however, that in no event shall Parent be
required to expend pursuant to this Section 6.05(c) more than an amount per year
equal to 250% of current annual premiums paid by the Company for such insurance 
(which premiums the Company represents and warrants to be approximately $440,000
per year in the aggregate), and if the annual premium for such insurance at any 
time during such period shall exceed 250% of such rate, Parent shall provide    
such coverage as shall then be available at an annual premium equal to 250% of  
such rate.                                                                      

  (d) This Section 6.05 is intended to be for the benefit of, and shall be
enforceable by, the Indemnified Parties, their heirs and personal               
representatives and shall be binding on the Surviving Corporation and its       
respective successors and assigns. In the event Parent, the Company or the      
Surviving Corporation or any of their respective successors or assigns (i)      
consolidates with or merges into any other person and shall not be the          
continuing or surviving corporation or entity in such consolidation or merger or
(ii) transfers all or substantially all its properties and assets to any person,
then, and in each case, proper provision shall be made                          

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so that the successors and assigns of Parent, the Company or the Surviving      
Corporation, as the case may be, honor the indemnification obligations set forth
in this Section 6.05. The rights of each of the Indemnified Parties under this  
Section 6.05 shall be in addition to any rights such person may have under the  
Certificate of Incorporation or By-Laws of the Company or any of its            
Subsidiaries, or under Delaware Law or any other applicable laws or under any   
agreement of any Indemnified Party with the Company or any of its Subsidiaries. 

    SECTION 6.06  Obligations of Merger Sub and Parent LLC.  Parent shall take
all action necessary to cause Merger Sub and Parent LLC to perform their        
obligations under this Agreement and to consummate the Merger on the terms and  
subject to the conditions set forth in this Agreement.                          

    SECTION 6.07  Company Affiliates.  No later than 30 days after the date of
this Agreement, the Company shall deliver to Parent a list of names and         
addresses of those persons who were, in the Company's reasonable judgment, on   
such date, affiliates (within the meaning of Rule 145 of the rules and          
regulations promulgated under the Securities Act) of the Company. The Company   
shall provide Parent with such information and documents as Parent shall        
reasonably request for purposes of reviewing such list. The Company shall use   
its reasonable best efforts to deliver or cause to be delivered to Parent, prior
to the Effective Time, an affiliate letter in the form customarily obtained from
such affiliates for purposes of Rule 145, executed by each of the affiliates of 
the Company identified in the foregoing list and any person who shall, to the   
knowledge of the Company, have become an affiliate of the Company subsequent to 
the delivery of such list.                                                      

  SECTION 6.08  Further Action; Consents; Filings.  (a) Upon the terms and
subject to the conditions hereof, each of the parties hereto shall use its      
reasonable best efforts to (i) take, or cause to be taken, all appropriate      
action and do, or cause to be done, all things necessary, proper or advisable   
under applicable law or otherwise to consummate and make effective the Merger   
and the other transactions contemplated by this Agreement, (ii) obtain from     
Governmental Entities any consents, licenses, permits, waivers, approvals,      
authorizations, rulings or orders required to be obtained or made by Parent or  
the Company or any of their subsidiaries in connection with the authorization,  
execution and delivery of this Agreement and the consummation of the Merger and 
the other transactions contemplated by this Agreement (in the case of any such  
application for a ruling from the Internal Revenue Service, such application    
shall be made jointly by Parent and the Company) and (iii) make all necessary   
filings, and thereafter make any other submissions requested by any Governmental
Entities in connection with such filings, with respect to this Agreement, the   
Merger and the other transactions contemplated by this Agreement required under 
(A) the Exchange Act and the Securities Act and the rules and regulations       
thereunder and any other applicable federal or state securities laws, (B) the   
HSR Act and (C) any other applicable Law; provided, however, that Parent shall  
not be obligated to agree to material restrictions on the conduct of its        
business following the Effective Time or to divest any of its material assets or
material assets of any of its affiliates, or the Company or any of its          
affiliates. The parties hereto shall cooperate with each other in connection    
with the making of all such filings, including by providing copies of all such  
documents to the nonfiling party and its advisors prior to filing and, if       
requested, by accepting all reasonable additions, deletions or changes suggested
in connection therewith. The parties may, as each deems advisable and necessary,
reasonably designate any competitively sensitive material provided to the other 
under this Section as "outside counsel only." Such materials and the information
contained therein shall be given only to the outside legal counsel of the       
recipient and will not be disclosed by such outside counsel to employees,       
officers, or directors of the recipient unless express permission is obtained in
advance from the source of the materials or its legal counsel.                  

 (b)  Parent and the Company shall file as soon as practicable after the
date of this Agreement notifications under the HSR Act and shall respond as     
promptly as practicable to all inquiries or requests received from the Federal  
Trade Commission (the "FTC") or the Antitrust Division of the Department of     
Justice for additional information or documentation and shall respond as        
promptly as practicable to all inquiries and requests received from any State   
Attorney General or other Governmental Entity in connection with antitrust      
matters. Parent and the Company shall file as promptly as practicable following 
the execution of this Agreement, a notification with the EC under Regulation    
4064/89 and any notifications or other filings required in other non-U.S.       
jurisdictions under antitrust or merger control Laws, rules or regulations.     
Parent and the Company shall respond as promptly as practicable to all inquiries
and requests received from the FTC                                              

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and the EC. The parties shall cooperate with each other in connection with the  
making of all such filings or responses, including providing copies of all such 
documents to the other party and its advisors prior to filing or responding.    

     SECTION 6.09  Plan of Reorganization; Tax Treatment.  (a) This Agreement is
intended to constitute a "plan of reorganization" within the meaning of Treasury
Regulation Section 1.368-2(g). Each party hereto shall use its reasonable best  
efforts to cause the Merger to qualify as a reorganization within the meaning of
Section 368(a) of the Code. Each party hereto shall use its reasonable best     
efforts to cause the delivery of the opinions referred to in Sections 7.02(c)   
and 7.03(c) and the delivery of representations substantially in the forms set  
forth in Exhibits E and F hereto.                                               

   (b) The parties agree to report the Parent ORAs as stock for U.S. federal
income tax purposes unless otherwise required by a "determination" within the   
meaning of Section 1313(a) of the Code or by law, provided that the holders     
thereof report the Parent ORAs as stock for such purposes.                      

 (c) For United States federal income tax purposes, the parties agree to
report the Parent OBSAs as two separate instruments with the debt component     
treated as indebtedness and the warrant component treated as a zero principal   
amount security, unless otherwise required by a determination within the meaning
of Section 1313(a) of the Code or by law, provided that the holders thereof so  
treat the Parent OBSAs for United States federal income tax purposes.           

    SECTION 6.10  Public Announcements.  The initial press release relating to
this Agreement shall be a joint press release the text of which has been agreed 
to by each of Parent and the Company. Thereafter, unless otherwise required by  
applicable Law or the requirements of the NYSE or Euronext, Parent and the      
Company shall each use their reasonable best efforts to consult with each other 
before issuing any press release or otherwise making any public statements with 
respect to this Agreement, the Merger or any of the other transactions          
contemplated by this Agreement.                                                 

 SECTION 6.11  Euronext Listing.  (a) Parent shall prepare and submit to
Euronext a listing application covering the Parent Ordinary Shares, Parent ORAs 
and Parent warrants to be issued pursuant to the Merger and shall use its       
reasonable best efforts to obtain admission to trading of such Parent Ordinary  
Shares, Parent ORAs and Parent warrants at Euronext within five business days   
from the Closing Date, including without limitation the payment of costs, fees  
and commissions required to obtain and maintain such admission to trading.      

(b) Parent shall prepare and submit to Euronext a listing application 
covering the Parent Ordinary Shares issuable upon redemption of the Parent ORAs 
and shall use its reasonable best efforts to obtain admission to trading of such
Parent Ordinary Shares at Euronext at the time such shares are issued upon      
redemption of the Parent ORAs.                                                  

(c) Parent shall prepare and submit to Euronext a listing application 
covering the Parent Ordinary Shares issuable upon exercise of the Parent        
warrants to be issued pursuant to the Merger, and shall use its reasonable best 
efforts to obtain admission to trading of such Parent Ordinary Shares at        
Euronext at the time such Parent warrants become exercisable.                   

     SECTION 6.12  Parent Governance.  Parent shall take all necessary action to
cause the number of members of the Supervisory Board to be increased by two as  
of the Effective Time, and to cause two designees of Dentsu to be appointed to  
the Supervisory Board. Parent shall take all necessary action to cause as of the
Effective Time the number of members of Parent's Management Board to be         
increased to five and Roger A. Haupt to be appointed to the Management Board and
as the President and Chief Operating Officer of Parent.                         

SECTION 6.13  Nominee Agreement.  The Company and Parent shall use its
reasonable best efforts to execute and deliver a nominee agreement on terms     
satisfactory to Parent and the Company.                                         

SECTION 6.14  Issuance of Securities to Parent LLC.  At or immediately
prior to the Effective Time, Parent shall issue to Parent LLC the Parent        
Ordinary Shares, the Parent ORAs and the Parent OBSAs, in each case to which the
holders of Company Common Stock shall become entitled pursuant to the Merger.   

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    SECTION 6.15  Employee Benefits Matters.  (a) From and after the Effective
Time until at least the first anniversary of the Effective Time, Parent shall or
shall cause the Surviving Corporation to either maintain the Company's          
compensation levels and Company Benefit Plans (other than equity or equity-based
compensation or benefits) or provide compensation and employee benefits under   
employee benefit plans to the employees and former employees of the Company and 
the Company Subsidiaries that are in the aggregate no less favorable than those 
provided to such persons pursuant to the Company Benefit Plans as in effect     
immediately prior to the Effective Time (other than equity or equity-based      
compensation or benefits). Parent and the Surviving Corporation shall recognize 
(or cause to be recognized) service with the Company and the Company            
Subsidiaries and any predecessor entities for purposes of vesting, eligibility  
and level of benefits (but not benefit accrual under (i) plans for which        
similarly situated employees of Parent and any Parent Subsidiary did not receive
credit for prior service upon establishment of the plan and (ii) any defined    
benefit pension plans) under any plan or arrangement maintained by Parent, the  
Surviving Corporation or any Parent Subsidiary or affiliate of Parent; provided,
however, that solely to the extent necessary to avoid duplication of benefits,  
amounts payable under employee benefit plans provided by Parent, the Surviving  
Corporation or a Parent Subsidiary may be reduced by amounts payable under      
similar Parent Benefit Plans with respect to the same periods of service.       

    (b) The cost of the Company's Annual Incentive Plan (the "Incentive Plan")
has been included in the Company's 2002 budget, which has been provided to      
Parent prior to the date hereof. From and after the Effective Time until        
December 31, 2002, Parent shall or shall cause the Surviving Corporation to     
maintain the Incentive Plan in accordance with its terms and conditions for all 
eligible employees who participate in the Incentive Plan immediately prior to   
the Effective Time and any newly hired employees who will be performing in      
positions in which competitive market data supports bonus participation. Such   
employees shall be paid the entire amount of his or her cash bonus no later than
March 15, 2003.                                                                 

(c) Following the Effective Time, Parent and the Surviving Corporation
shall use reasonable efforts to cooperate to adopt or maintain stock option     
plans compliant with applicable requirements of French law, for the benefit of  
selected Company employees who are key employees and who continue employment    
with Parent or one of its Subsidiaries. Prior to the Effective Time, Parent and 
the Company shall use reasonable best efforts to determine the number of Parent 
Ordinary Shares underlying options that will be granted under such plans for the
benefit of such selected Company employees.                                     

    (d) Parent and the Company hereby agree that the transactions contemplated
by this Agreement shall not constitute a "Hostile Change in Control" under the  
Change in Control Agreements.                                                   

    (e) The Company shall use its reasonable best efforts to submit the Change
in Control Agreements and Roger A. Haupt's employment agreement, as set forth in
Section 3.09(a) of the Company Disclosure Schedule, to the eligible Voting      
Trustees for shareholder approval in accordance with the shareholder approval   
requirements of Section 280G(b)(5)(B) of the Code. In addition, the Company     
shall use its reasonable best efforts to submit the Cash Payments, to the extent
such payments constitute "excess parachute payments" (as defined in Section     
280G(b)(1) of the Code), to the eligible Voting Trustees for shareholder        
approval in accordance with the shareholder approval requirements of Section    
280G(b)(5)(B) of the Code.                                                      

     SECTION 6.16  Appointment of Custodian.  From and after the Effective Time,
Parent shall appoint and maintain at its expense a custodian to assist former   
stockholders of the Company with matters relating to the ownership of Parent    
Ordinary Shares, usufruct interests, Parent ORAs and warrants detached from     
Parent OBSAs received in the Merger. Such custodian shall provide services      
similar to those provided by a depositary of American Depositary Receipts,      
including with respect to distribution of voting materials, currency conversion 
of dividends and receipt of avoir fiscal. It is agreed and understood that the  
custodian shall not have legal, beneficial, equitable or other ownership of the 
Parent Ordinary Shares, usufruct interests, Parent ORAs and warrants detached   
from Parent OBSAs. In the event that any former stockholder of the Company      
cannot, under applicable United States laws, exercise preemptive rights (droits 
preferentiels de souscription) which may be associated with Parent Ordinary     
Shares after the Effective Time, Parent will make arrangements to sell such     
preemptive rights for the benefit of such former stockholder and pay the cash   
proceeds therefrom to such person.                                              

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 SECTION 6.17  Further Assurances.  At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to       
execute and deliver, in the name and on behalf of the Company or Merger Sub, any
deeds, bills of sale, assignments or assurances and to take and do, in the name 
and on behalf of the Company or Merger Sub, any other actions and things to     
vest, perfect or confirm of record or otherwise in the Surviving Corporation any
and all right, title and interest in, to and under any of the rights, properties
or assets of the Company acquired or to be acquired by the Surviving Corporation
as a result of, or in connection with, the Merger.                              

SECTION 6.18  Adjustments.  If, after the date hereof and prior to the
earlier of the termination of this Agreement in accordance with its terms or the
Effective Time, Parent and the Company determine in their reasonable judgment   
that consummation of the Merger on the terms contemplated by this Agreement     
would not permit delivery of the opinions contemplated by Sections 7.02(c) or   
7.03(c), Parent and the Company agree to negotiate in good faith adjustments to 
this Agreement to address such matters in a manner that would substantially     
preserve the economic benefits of this transaction for Parent and the           
shareholders of the Company.                                                    

   SECTION 6.19  Reporting Requirements.  From and after the Closing, Parent
shall use reasonable best efforts to cause the Surviving Corporation to satisfy 
the reporting requirements set forth in Treas. Reg. sec.1.367(a)-3(c)(6).       

ARTICLE VII 

CONDITIONS TO THE MERGER

     SECTION 7.01  Conditions to the Obligations of Each Party.  The obligations
of the Company, Parent and Merger Sub to consummate the Merger are subject to   
the satisfaction or waiver (where permissible) of the following conditions:     

       (a) either (i) if filed, the Registration Statement shall have been
  declared effective by the SEC under the Securities Act and no stop order
    suspending the effectiveness of the Registration Statement shall have been
issued by the SEC and no proceeding for that purpose shall have been  
initiated by the SEC, or (ii) the offer and sale of the Merger        
     Consideration under this Agreement shall have been validly made pursuant to
an exemption from Section 5 of the Securities Act;                    

  (b) this Agreement shall have been approved and adopted by the
stockholders of the Company in accordance with the DGCL and the Voting
Trust Agreement;                                                      

        (c) the Parent Proposals shall have been approved and adopted by the
     requisite affirmative vote of the shareholders of Parent in accordance with
applicable French Laws and regulations, COB rules and regulations and 
Parent's statuts;                                                     

       (d) no Governmental Entity or court of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any law, rule, 
   regulation, judgment, decree, executive order or award (an "Order") which
is then in effect and has the effect of making the Merger illegal or  
otherwise prohibiting consummation of the Merger;                     

         (e) all consents, approvals and authorizations legally required to be
  obtained to consummate the Merger shall have been obtained from and made
 with all Governmental Entities, except for such consents, approvals and
   authorizations the failure of which to obtain could not have or could not
   reasonably be expected to have a Parent Material Adverse Effect (assuming
for purposes of this paragraph (e) that the Merger shall have been    
effected);                                                            

        (f) any waiting period (and any extension thereof) applicable to the
 consummation of the Merger under the HSR Act shall have expired or been
   terminated, and, if applicable, confirmation shall have been received, by
way of a decision from the Commission of the European Union under     
 Regulation 4064/89 (with or without the initiation of proceedings under
 Article 6(1)(c) thereof), that the Merger is compatible with the common
    market (it being understood for the avoidance of doubt that this condition

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does not depend on receipt of any required approval for agreements or 
arrangements between Parent and Dentsu);                              

        (g) the respective parties thereto shall have executed and delivered
the Nominee Agreement; and                                            

       (h) the Bcom3 Merger shall have been completed on substantially the
terms set forth in the Bcom3 Merger Agreement.                        

    SECTION 7.02  Conditions to the Obligations of Parent and Merger Sub.  The
obligations of Parent and Merger Sub to consummate the Merger are subject to the
satisfaction or waiver (where permissible) of the following additional          
conditions:                                                                     

      (a) the representations and warranties of the Company contained in
     this Agreement shall be true and correct as of the Effective Time as though
   made on and as of the Effective Time (except to the extent expressly made
 as of an earlier date, in which case as of such date), except where the
failure to be so true and correct (without giving effect to any       
    qualification as to "materiality" or "Company Material Adverse Effect" set
    forth therein) would not have or could not reasonably be expected to have,
  individually or in the aggregate, a Company Material Adverse Effect, and
    Parent shall have received a certificate of the Chief Executive Officer or
Chief Financial Officer of the Company to such effect;                

        (b) the Company shall have performed or complied with all agreements
   and covenants required by this Agreement to be performed or complied with
 by it on or prior to the Effective Time, except where the failure to so
comply would not have or could not reasonably be expected to have,    
  individually or in the aggregate, a Company Material Adverse Effect, and
    Parent shall have received a certificate of the Chief Executive Officer or
Chief Financial Officer of the Company to that effect;                

         (c) Parent shall have received the opinion of Wachtell, Lipton, Rosen
    & Katz, counsel to Parent, dated as of the Closing Date, based upon facts,
representations and assumptions set forth in or referred to in such   
opinion, to the effect that for U.S. federal income tax purposes, the 
Merger will qualify as a reorganization within the meaning of Section 
  368(a) of the Code. In rendering such opinion, Wachtell, Lipton, Rosen &
Katz may require and shall be entitled to rely upon representations,  
rulings and opinions of Parent, the Company or others, including      
representations substantially in the form of Exhibits E and F,        
respectively;                                                         

         (d) The holders of not more than 5% of the outstanding Company Common
    Stock shall have demanded appraisal of their Shares in accordance with the
DGCL; and                                                             

          (e) Parent and the Company shall have received the opinion of Kirkland
    & Ellis, counsel to the Company, dated as of the date hereof and as of the
   Closing Date, reasonably satisfactory in form and substance to Parent and
the Company, to the effect that, for United States federal income tax 
 purposes: (i) the limitations on each transferee's ownership rights set
 forth in the 2000 Stock Purchase Agreements between the Company and the
holders of Class A Common Stock (the "2000 Stock Purchase Agreements")
constitute "nonlapse restrictions" within the meaning of Treasury     
    Regulation Section 1.83-3(h), (ii) each person who has entered into a 2000
 Stock Purchase Agreement with the Company owns the Class A Common Stock
covered by such person's 2000 Stock Purchase Agreement (and owned such
stock as of the date of this Agreement), and (iii) such stock was     
   "transferred" to such person prior to the date of this Agreement and such
   stock is "substantially vested" and not subject to a "substantial risk of
     forfeiture" in the hands of such person (and became so prior to the date of
  this Agreement), in each case, within the meaning of Code Section 83 and
the Treasury Regulations thereunder.                                  

SECTION 7.03  Conditions to the Obligations of the Company.  The      
obligations of the Company to consummate the Merger are subject to the          
satisfaction or waiver (where permissible) of the following additional          
conditions:                                                                     

       (a) each of the representations and warranties of Parent and Merger
Sub contained in this Agreement shall be true and correct as of the   
  Effective Time as though made on and as of the Effective Time (except to
   the extent expressly made as of an earlier date, in which case as of such
date), except where failure to be so true and correct (without giving 
effect to any qualification as to "materiality" or                    

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     "Parent Material Adverse Effect" set forth therein) would not have or could
 not reasonably be expected to have, individually or in the aggregate, a
Parent Material Adverse Effect and the Company shall have received a  
  certificate of the Chief Executive Officer or Chief Financial Officer of
Parent to such effect;                                                

       (b) Parent and Merger Sub shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or
 complied with by it on or prior to the Effective Time, except where the
    failure to so comply would not have or could not reasonably be expected to
   have, individually or in the aggregate, a Parent Material Adverse Effect,
  and the Company shall have received a certificate of the Chief Executive
Officer or Chief Financial Officer of Parent to that effect; and      

        (c) the Company shall have received the opinion of Kirkland & Ellis,
 special tax counsel to the Company, dated as of the Closing Date, based
    upon facts, representations and assumptions set forth in or referred to in
    such opinion, to the effect that for U.S. federal income tax purposes, (i)
   the Merger will qualify as a reorganization within the meaning of Section
368(a) of the Code and (ii) each transfer of property to Parent by a  
  stockholder of the Company pursuant to the Merger will not be subject to
    Section 367(a)(1) of the Code. In rendering such opinion, Kirkland & Ellis
     may require and shall be entitled to rely upon representations, rulings and
opinions of Parent, the Company or others including representations   
  substantially in the form of Exhibits E and F, respectively. The opinion
 set forth in clause (ii) above may assume that any stockholder who is a
"five-percent transferee shareholder" within the meaning of Treasury  
   Regulation Section 1.367(a)-3(c)(5)(ii) will file the agreement described
in Treasury Regulation Section 1.367(a)-3(c)(1)(iii)(B).              

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER 

     SECTION 8.01  Termination.  This Agreement may be terminated and the Merger
and the other transactions contemplated by this Agreement may be abandoned at   
any time prior to the Effective Time, notwithstanding any requisite approval and
adoption of this Agreement and the transactions contemplated by this Agreement, 
as follows:                                                                     

(a)  by mutual written consent of Parent and the Company;   

        (b)  by either Parent or the Company if the Effective Time shall not
have occurred on or before September 30, 2002 (the "Outside Date");   
    provided, however, that if (x) the Effective Time has not occurred by such
  date by reason of non-satisfaction of any of the conditions set forth in
Sections 7.01(d), 7.01(e) or 7.01(f) and (y) all other conditions in  
Article VII have theretofore been satisfied or (to the extent legally 
 permissible) waived or are then capable of being satisfied, the Outside
 Date shall be December 7, 2002; and provided further, that the right to
    terminate this Agreement under this Section 8.01(b) shall not be available
   to any party whose failure to fulfill any obligation under this Agreement
     has been the cause of, or resulted in, the failure of the Effective Time to
occur on or before the applicable Outside Date;                       

 (c) there shall be any Order which is final and nonappealable
preventing the consummation of the Merger;                            

     (d) by the Company if (i) the Supervisory Board or the Management
   Board of Parent withdraws, modifies or changes its recommendation of this
  Agreement or the transactions contemplated hereby in a manner adverse to
    the Company or shall have resolved to do so; (ii) the Supervisory Board or
   the Management Board of Parent shall have recommended to the shareholders
     of Parent a Competing Transaction or shall have resolved to do so; or (iii)
    a tender offer or exchange offer for 50% or more of the outstanding shares
  of capital stock of Parent is commenced, and the Management Board or the
   Supervisory Board of Parent fails to recommend against acceptance of such
    tender offer or exchange offer by its shareholders (including by taking no
  position with respect to the acceptance of such tender offer or exchange
offer by its shareholders);                                           

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         (e) by Parent if (i) the Board of Directors of the Company withdraws,
modifies or changes its recommendation of this Agreement or the       
 transactions contemplated hereby in a manner adverse to Parent or shall
  have resolved to do so, (ii) the Board of Directors of the Company shall
     have recommended to the shareholders of the Company a Competing Transaction
   or shall have resolved to do so or (iii) a tender offer or exchange offer
   for 50% or more of the outstanding shares of capital stock of the Company
    is commenced, and the Board of Directors of the Company fails to recommend
against acceptance of such tender offer or exchange offer by its      
shareholders (including by taking no position with respect to the     
 acceptance of such tender offer or exchange offer by its shareholders);

       (f) by either Parent or the Company if this Agreement shall fail to
receive the requisite vote for approval at the Company Stockholders'  
Meeting;                                                              

       (g) by either Parent or the Company if the resolutions set forth in
    the Parent Proxy Statement related to the approval of the Parent Proposals
shall fail to receive the requisite vote at the Parent Shareholders'  
Meeting;                                                              

         (h) by Parent upon a breach of any material representation, warranty,
covenant or agreement on the part of the Company set forth in this    
   Agreement, or if any representation or warranty of the Company shall have
     become untrue, in either case such that the conditions set forth in Section
  7.02(a) and Section 7.02(b) would not be satisfied ("Terminating Company
  Breach"); provided, however, that, if such Terminating Company Breach is
    curable by the Company through the exercise of its best efforts and for so
     long as the Company continues to exercise such best efforts, Parent may not
terminate this Agreement under this Section 8.01(h); or               

    (i) by the Company upon a breach of any material representation,
  warranty, covenant or agreement on the part of Parent and Merger Sub set
     forth in this Agreement, or if any representation or warranty of Parent and
Merger Sub shall have become untrue, in either case such that the     
  conditions set forth in Section 7.03(a) and Section 7.03(b) would not be
   satisfied ("Terminating Parent Breach"); provided, however, that, if such
   Terminating Parent Breach is curable by Parent and Merger Sub through the
 exercise of their respective best efforts and for so long as Parent and
Merger Sub continue to exercise such best efforts, the Company may not
terminate this Agreement under this Section 8.01(i).                  

   SECTION 8.02  Effect of Termination.  Except as provided in Section 9.01,
in the event of termination of this Agreement pursuant to Section 8.01, this    
Agreement shall forthwith become void, there shall be no liability under this   
Agreement on the part of Parent, Merger Sub or the Company or any of their      
respective officers or directors, and all rights and obligations of each party  
hereto shall cease, subject to the remedies of the parties set forth in Sections
8.05(b) and (c), provided, however, that nothing herein shall relieve any party 
from liability for the willful breach of any of its representations, warranties,
covenants or agreements set forth in this Agreement.                            

SECTION 8.03  Amendment.  This Agreement may be amended by the parties
hereto prior to the Effective Time; provided, however, that, after the approval 
of this Agreement by the shareholders of the Company, no amendment shall be made
which by Law requires further approval by such shareholders without such further
approval. This Agreement may not be amended except by an instrument in writing  
signed by the parties hereto.                                                   

   SECTION 8.04  Waiver.  At any time prior to the Effective Time, any party
hereto may (a) extend the time for the performance of any obligation or other   
act of any other party hereto, (b) waive any inaccuracy in the representations  
and warranties contained herein or in any document delivered pursuant hereto,   
and (c) waive compliance with any agreement or condition contained herein. Any  
such extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby. No failure or delay by any  
party in exercising any right, power or privilege hereunder shall operate as a  
waiver thereof nor shall any single or partial exercise thereof preclude any    
other or further exercise thereof or the exercise of any other right, power or  
privilege. The rights and remedies herein provided shall be cumulative and not  
exclusive of any rights or remedies provided by Law.                            

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   SECTION 8.05 Expenses.  (a) Except as set forth in this Section 8.05, all
Expenses (as defined below) incurred in connection with this Agreement and the  
transactions contemplated by this Agreement shall be paid by the party incurring
such Expenses, whether or not the Merger or any other transaction is            
consummated, except that the Company and Parent each shall pay one-half of all  
Expenses relating to printing, filing and mailing the Registration Statement (if
required) and the Proxy Statements and all SEC, COB and other regulatory filing 
fees incurred in connection with the Registration Statement and the Proxy       
Statements. "Expenses" as used in this Agreement shall include all reasonable   
out-of-pocket expenses (including, without limitation, all fees and expenses of 
counsel, accountants, investment bankers, experts and consultants to a party    
hereto and its affiliates) incurred by a party or on its behalf in connection   
with or related to the authorization, preparation, negotiation, execution and   
performance of this Agreement, the preparation, printing, filing and mailing of 
the Registration Statement (if required) and the Proxy Statements, the          
solicitation of shareholder approvals, the filing of any required notices under 
the HSR Act, European Regulation 4064/89 or other similar regulations and all   
other matters related to the closing of the Merger and the other transactions   
contemplated by this Agreement.                                                 

    (b) The Company agrees that, if: (A) Parent shall terminate this Agreement
pursuant to Section 8.01(e); (B)(i) Parent or the Company shall terminate this  
Agreement pursuant to Section 8.01(f) due to the failure of the Company's       
shareholders to approve this Agreement, and (ii) prior to the time of such      
failure to so approve this Agreement there shall have been made a proposal for a
Competing Transaction with respect to the Company, and (iii) within twelve (12) 
months following the termination of this Agreement the Company executes a       
definitive agreement providing for, or consummates, a Competing Transaction; or 
(C)(i) Parent or the Company shall terminate this Agreement pursuant to Section 
8.01(b) because the Effective Time has not occurred on or before the applicable 
Outside Date, (ii) on or before the applicable Outside Date there shall have    
been made a proposal for a Competing Transaction with respect to the Company,   
and (iii) within twelve (12) months following the termination of this Agreement 
the Company executes a definitive agreement providing for, or consummates, a    
Competing Transaction, then the Company shall pay to Parent an amount equal to  
$90 million.                                                                    

    (c) Parent agrees that, if: (A) the Company shall terminate this Agreement
pursuant to Section 8.01(d); (B)(i) Parent or the Company shall terminate this  
Agreement pursuant to Section 8.01(g) due to the failure of Parent's            
shareholders to approve the Parent Proposals, (ii) prior to the time of such    
failure to so approve the Parent Proposals, there shall have been made a        
proposal for a Competing Transaction with respect to Parent, and (iii) within   
twelve (12) months following the termination of this Agreement, Parent executes 
a definitive agreement providing for, or consummates, a Competing Transaction;  
or (C)(i) Parent or the Company shall terminate this Agreement pursuant to      
Section 8.01(b) because the Effective Time has not occurred on or before the    
applicable Outside Date, (ii) on or before the applicable Outside Date there    
shall have been made a proposal for a Competing Transaction with respect to     
Parent, and (iii) within twelve (12) months following the termination of this   
Agreement Parent executes a definitive agreement providing for, or consummates, 
a Competing Transaction, then Parent shall pay to the Company an amount equal to
$90 million.                                                                    

  (d) Parent agrees that the payment set forth in Section 8.05(b) shall be
the sole and exclusive remedy of Parent upon a termination of this Agreement    
pursuant to Sections 8.01(b), (e) and (f), and such remedy shall be limited to  
the sum stipulated in Section 8.05(b), regardless of the circumstances giving   
rise to such termination; provided, however, that nothing herein shall relieve  
the Company from liability for the willful breach of any of its representations,
warranties, covenants or agreements set forth in this Agreement.                

 (e) The Company agrees that the payment provided for in Section 8.05(c)
shall be the sole and exclusive remedy of the Company upon a termination of this
Agreement pursuant to Sections 8.01(b), (d) and (g), and such remedy shall be   
limited to the sum stipulated in Section 8.05(c), regardless of the             
circumstances giving rise to such termination; provided, however, that nothing  
herein shall relieve Parent from liability for the willful breach of any of its 
representations, warranties, covenants or agreements set forth in this          
Agreement.                                                                      

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   (f) Except as otherwise required by Section 8.01, any payment required to
be made pursuant to Section 8.05(b) or 8.05(c) shall be made to the receiving   
party not later than two business days after delivery to the paying party of    
notice of demand for payment, and shall be made by wire transfer of immediately 
available funds to an account designated by the notice of demand for payment    
delivered pursuant to this Section 8.05(f). In the case of a payment pursuant to
Section 8.05(b)(A) or 8.05(c)(A), such notice of demand may be delivered on or  
after termination of this Agreement. In the case of a payment pursuant to       
Sections 8.05(b)(B), 8.05(b)(C), 8.05(c)(B) or 8.05(c)(C) hereof, such notice of
demand may be delivered on or after the earlier of execution of the definitive  
agreement providing for, or the consummation of, the Competing Transaction.     

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01  Non-Survival of Representations, Warranties and         
Agreements.  The representations, warranties and agreements in this Agreement   
and in any certificate delivered pursuant hereto shall terminate at the         
Effective Time or upon the termination of this Agreement pursuant to Section    
8.01, as the case may be, except that the agreements set forth in Articles I and
II and Sections 6.01(d), 6.03(b), 6.05, 6.06, 6.09(b), 6.09(c), 6.11, 6.12,     
6.15, 6.16, 6.17 and 6.19 and this Article IX shall survive the Effective Time  
and those set forth in Sections 6.03(b), 8.02 and 8.05 and this Article IX shall
survive termination.                                                            

  SECTION 9.02  Notices.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be   
deemed to have been duly given upon receipt) by delivery in person, by cable,   
telecopy, facsimile, telegram or telex or by registered or certified mail       
(postage prepaid, return receipt requested) to the respective parties at the    
following addresses (or at such other address for a party as shall be specified 
in a notice given in accordance with this Section 9.02):                        

if to Parent or Merger Sub or Parent LLC:                             

Publicis Groupe S.A.                                                  
Avenue des Champs Elysees                                             
75008 Paris, France                                                   
Facsimile No.: 011-331-44-43-75-50                                    
Attention: M. Maurice Levy                                            
M. Jean-Paul Morin                                      

with a copy to:                                                       

Wachtell, Lipton, Rosen & Katz                                        
51 West 52nd Street                                                   
New York, NY 10019                                                    
Facsimile No.: (212) 403-2000                                         
Attention: Martin Lipton                                              
Elliott V. Stein                                        

if to the Company:                                                    

Bcom3 Group, Inc.                                                     
35 West Wacker Drive                                                  
Chicago, IL 60601                                                     
Facsimile No.: (312) 220-6545                                         
Attention: Roger A. Haupt                                             
Christian E. Kimball                                    

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with a copy to:                                                       

Davis Polk & Wardwell                                                 
450 Lexington Avenue                                                  
New York, New York 10017                                              
Facsimile No.: (212) 450-4800                                         
Attention: Joseph Rinaldi                                             

 SECTION 9.03  Certain Definitions.  For purposes of this Agreement, the
term:                                                                           

        (a) "affiliate" of a specified person means a person who directly or
   indirectly through one or more intermediaries controls, is controlled by,
or is under common control with such specified person;                

          (b) "business day" means any day on which the principal offices of the
SEC in Washington, D.C. are open to accept filings, or, in the case of
    determining a date when any payment is due, any day on which banks are not
required or authorized to close in The City of New York;              

        (c) "control" (including the terms "controlled by" and "under common
   control with") means the possession, directly or indirectly or as trustee
or executor, of the power to direct or cause the direction of the     
management and policies of a person, whether through the ownership of 
voting securities, as trustee or executor, by contract or credit      
arrangement or otherwise;                                             

       (d) "knowledge" means, with respect to any matter in question, that
the named executive officers of the Company, as identified in its     
    registration statement on Form 10 filed with the SEC on April 30, 2001, or
  Parent, as identified in its annual report on Form 20-F, as the case may
be, have actual knowledge of such matter;                             

       (e) "person" means an individual, corporation, partnership, limited
   partnership, syndicate, person (including, without limitation, a "person"
    as defined in Section 13(d)(3) of the Exchange Act), trust, association or
     entity or government, political subdivision, agency or instrumentality of a
government; and                                                       

(f) "subsidiary" or "subsidiaries" of any person means any  
     corporation, partnership, joint venture or other legal entity of which such
person (either alone or through or together with any other subsidiary)
  owns, directly or indirectly, more than 50% of the stock or other equity
interests, the holders of which are generally entitled to vote for the
election of the board of directors or other governing body of such    
corporation or other legal entity.                                    

SECTION 9.04  Severability.  If any term or other provision of this   
Agreement is invalid, illegal or incapable of being enforced by any rule of Law 
or public policy, all other conditions and provisions of this Agreement shall   
nevertheless remain in full force and effect so long as the economic or legal   
substance of the transactions contemplated by this Agreement is not affected in 
any manner materially adverse to any party. Upon such determination that any    
term or other provision is invalid, illegal or incapable of being enforced, the 
parties hereto shall negotiate in good faith to modify this Agreement so as to  
effect the original intent of the parties as closely as possible in a mutually  
acceptable manner in order that the transactions contemplated by this Agreement 
be consummated as originally contemplated to the fullest extent possible.       

    SECTION 9.05  Assignment; Binding Effect; Benefit.  Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by  
any of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties. Subject to the preceding sentence,  
this Agreement shall be binding upon and shall inure to the benefit of the      
parties hereto and their respective successors and assigns. Notwithstanding     
anything contained in this Agreement to the contrary, except for the provisions 
of Article II, Section 6.01(d), Section 6.05 and Section 6.16 (collectively, the
"Third Party Provisions"), nothing in this Agreement, expressed or implied, is  
intended to confer on any person other than the parties hereto or their         
respective successors and assigns any rights, remedies, obligations or          
liabilities under or by reason of this Agreement. The Third Party Provisions may
be enforced by the beneficiaries thereof. Subject to Section 6.05, Parent shall 
reimburse all expenses, including reasonable attorneys' fees, that are incurred 
by any person who prevails in any litigation or other proceeding required to    
enforce the obligations of the Surviving Corporation and Parent under the Third 
Party Provisions.                                                               

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    SECTION 9.06  Incorporation of Exhibits.  The Company Disclosure Schedule,
the Parent Disclosure Schedule and all Exhibits attached hereto and referred to 
herein are hereby incorporated herein and made a part hereof for all purposes as
if fully set forth herein.                                                      

SECTION 9.07  Specific Performance.  The parties hereto agree that    
irreparable damage would occur in the event any provision of this Agreement was 
not performed in accordance with the terms hereof and that the parties shall be 
entitled to specific performance of the terms hereof, in addition to any other  
remedy at law or in equity.                                                     

   SECTION 9.08  Governing Law; Forum.  This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware applicable  
to contracts executed in and to be performed in that state and without regard to
any applicable conflicts of law. All actions and proceedings arising out of or  
relating to this Agreement shall be heard and determined in the courts of the   
State of Delaware or the United States District Court for the State of Delaware.
Each of the parties to this Agreement (a) consents to submit itself to the      
personal jurisdiction of the courts of the State of Delaware and the United     
States District Court for the State of Delaware in the event any dispute arises 
out of this Agreement or any of the transactions contemplated by this Agreement,
(b) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such court and (c) agrees that it 
will not bring any action in relation to this Agreement, the Merger or any of   
the other transactions contemplated by this Agreement in any court other than   
the courts of the State of Delaware and the United States District Court for the
State of Delaware. Process in any such suit, action or proceeding may be served 
on any party anywhere in the world, whether within or without the jurisdiction  
of any such court. Without limiting the foregoing, each party agrees that       
service of process on such party as provided in Section 9.02 shall be deemed    
effective service of process on such party.                                     

SECTION 9.09  Waiver of Jury Trial.  Each of the parties hereto hereby
irrevocably waives any and all right to trial by jury in any legal proceeding   
arising out of or related to this agreement or the transactions contemplated    
hereby.                                                                         

SECTION 9.10  Headings.  The descriptive headings contained in this   
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.                        

   SECTION 9.11  Counterparts.  This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the   
different parties hereto in separate counterparts, each of which when executed  
and delivered shall be deemed to be an original but all of which taken together 
shall constitute one and the same agreement. This Agreement shall become        
effective when each party hereto shall have received counterparts hereof signed 
by all of the other parties hereto.                                             

  SECTION 9.12  Entire Agreement.  This Agreement (including the Exhibits,
the Company Disclosure Schedule and the Parent Disclosure Schedule) and the     
Confidentiality Agreements constitute the entire agreement among the parties    
with respect to the subject matter hereof and supersede all prior agreements and
understandings among the parties with respect thereto. No addition to or        
modification of any provision of this Agreement shall be binding upon any party 
hereto unless made in writing and signed by all parties hereto.                 

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 IN WITNESS WHEREOF, Parent, Merger Sub, Parent LLC and the Company have
caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.                                  

                        PUBLICIS GROUPE S.A.

                        By: /s/ MAURICE LEVY
                                            ------------------------------------
                          Name: Maurice Levy
                                      Title: President du Directoire

                             PHILADELPHIA MERGER CORP.

                           By: /s/ JEAN-PAUL MORIN
                                            ------------------------------------
                             Name: Jean-Paul Morin
                                      Title: Treasurer and Secretary

                           PHILADELPHIA MERGER LLC

                           By: /s/ JEAN-PAUL MORIN
                                            ------------------------------------
                             Name: Jean-Paul Morin
                                       Title:  Treasurer and Secretary

                     BCOM3 GROUP, INC.

                          By: /s/ ROGER A. HAUPT
                                            ------------------------------------
                            Name: Roger A. Haupt
                                Title:  Chairman and CEO

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                                                                         ANNEX B

TRANSFER RESTRICTIONS IN LETTER OF TRANSMITTAL

  Each letter of transmittal will set forth the agreement of the holder of
Class A Common Stock executing such letter to be bound by the restrictions on   
transfer set forth below as a "Stockholder" thereunder and will be countersigned
by Publicis.                                                                    

SECTION 1.  Certain Defined Terms.  The following terms as used herein
shall have the following meanings:                                              

    "Class A Common Stock" means the Class A common stock, par value $0.01 per
share, of the Company.                                                          

"Class A Consideration" means the consideration that Stockholders are 
entitled to receive under Section 2.01(a)(i) of the Merger Agreement in exchange
for shares of Class A Common Stock.                                             

    "Closing Date" means that date upon which the closing of the Merger occurs
under the Merger Agreement.                                                     

  "Effective Time" means the effective time of the Merger under the Merger
Agreement.                                                                      

    "Merger" means the merger of the Company into Philadelphia Merger Corp. as
provided for in the Merger Agreement.                                           

     "Merger Agreement" means the Agreement and Plan of Merger dated as of March
7, 2002, as amended, among Publicis Groupe S.A. ("Parent"), Philadelphia Merger 
Corp., Philadelphia Merger LLC, and Bcom3 Group, Inc. (the "Company").          

  "Parent Securities" means (i) ordinary shares of Parent having a nominal
value of E0.40 per share ("Parent Ordinary Shares"), (ii) usufruct (usufruit)   
interests ("Usufructs") in Parent Ordinary Shares, (iii) obligations            
remboursables en actions having a nominal value of E549.00 each ("Parent ORAs") 
and (iv) warrants to purchase Parent Ordinary Shares ("Warrants"), in each case 
to be received by the Stockholders as Class A Consideration.                    

   "Stockholder" means each holder of Class A Common Stock immediately prior
to the Effective Time.                                                          

     "Transfer Agent" means Euro Emetteurs Finance, or its successor, serving as
transfer agent for the Parent Securities.                                       

SECTION 2.  Transfer Restrictions.  (a) General.  For purposes of this
Letter of Transmittal (this "Agreement"), "Transfer" means any transfer of      
Parent Securities, or of any interest in any Parent Securities, whether         
voluntarily or involuntarily made, (i) by way of sale, gift or other            
disposition, (ii) by way of pledge or hypothecation or the creation of a        
security interest, (iii) by way of attachment, levy or lien, (iv) in connection 
with insolvency, (v) in connection with a divorce, decree of separate           
maintenance or any other arrangement for the adjustment of marital rights, (vi) 
into, or out of, joint tenancy, tenancy in common, or tenancy by virtue of      
community property or similar rights, (vii) to any trustee, receiver,           
administrator, executor, custodian, or guardian of an estate or property or     
(viii) into any trust, or in any form the effect of which, expressly or         
constructively, would create a trust or a separation of the ownership of the    
Parent Securities into legal interests and beneficial interests. The            
restrictions on Transfer set forth in this Section 2 are hereinafter referred to
as the "Transfer Restrictions."                                                 

    (b) Parent Ordinary Shares and Usufructs.  No Stockholder may Transfer any
Parent Ordinary Shares or Usufructs received by such Stockholder as Class A     
Consideration; provided that such Transfer Restriction shall cease to apply:    

        (i) on the date that is six months after the Closing Date, to 25% of
the aggregate number of Parent Ordinary Shares to be received by the  
Stockholders in the aggregate as Class A Consideration;               

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        (ii) on the date that is twelve months after the Closing Date, to an
additional 25% of the aggregate number of Parent Ordinary Shares to be
 received by the Stockholders in the aggregate as Class A Consideration;

        (iii) on the date that is eighteen months after the Closing Date, to
   an additional 25% of the aggregate number of Parent Ordinary Shares to be
     received by the Stockholders in the aggregate as Class A Consideration; and

          (iv) on the date that is twenty-four months after the Closing Date, to
   the remaining 25% of the aggregate number of Parent Ordinary Shares to be
 received by the Stockholders in the aggregate as Class A Consideration;

provided further that, for purposes of clauses (i) through (iv) above, the      
Parent Ordinary Shares to be received as Class A Consideration shall include the
Parent Ordinary Shares which will result from the reversion of bare legal title 
to the holders of the Usufructs at the end of the term of the usufruct          
arrangement set forth in Section 2.03(b) of the Merger Agreement, which shares  
shall be allocated entirely to the last 25% block referenced in clause (iv)     
above; and provided further, for the avoidance of doubt, that no Stockholder may
Transfer any corresponding Usufructs during the term of such usufruct           
arrangement.                                                                    

   (c) Parent ORAs.  No Stockholder may Transfer any Parent ORAs received by
such Stockholder as Class A Consideration; provided that such Transfer          
Restriction shall cease to apply:                                               

        (i) on the date that is thirty months after the Closing Date, to 25%
   of the aggregate number of Parent ORAs to be received by the Stockholders
in the aggregate as Class A Consideration;                            

         (ii) on the date that is thirty-six months after the Closing Date, to
    an additional 25% of the aggregate number of Parent ORAs to be received by
the Stockholders in the aggregate as Class A Consideration;           

         (iii) on the date that is forty-two months after the Closing Date, to
    an additional 25% of the aggregate number of Parent ORAs to be received by
the Stockholders in the aggregate as Class A Consideration; and       

          (iv) on the date that is forty-eight months after the Closing Date, to
    the remaining 25% of the aggregate number of Parent ORAs to be received by
the Stockholders in the aggregate as Class A Consideration.           

  (d) Warrants.  No Stockholder may Transfer any Warrants received by such
Stockholder as Class A Consideration; provided that such Transfer Restriction   
shall cease to apply:                                                           

        (i) on the date that is thirty months after the Closing Date, to 25%
   of the aggregate number of Warrants to be received by the Stockholders in
the aggregate as Class A Consideration;                               

         (ii) on the date that is thirty-six months after the Closing Date, to
     an additional 25% of the aggregate number of Warrants to be received by the
Stockholders in the aggregate as Class A Consideration;               

         (iii) on the date that is forty-two months after the Closing Date, to
     an additional 25% of the aggregate number of Warrants to be received by the
Stockholders in the aggregate as Class A Consideration; and           

          (iv) on the date that is forty-eight months after the Closing Date, to
     the remaining 25% of the aggregate number of Warrants to be received by the
Stockholders in the aggregate as Class A Consideration.               

(e) Accelerated Expiration.  The percentage of any type of Parent     
Securities with respect to which the Transfer Restrictions shall expire at any  
date as provided for in paragraphs (b) through (d) may be increased at the sole 
option of Parent prior to the expiration of the relevant six-month period, in   
which event the percentage of such type of Parent Securities with respect to    
which the Transfer Restrictions shall expire at the conclusion of the           
immediately subsequent six-month period (and, if necessary, in any subsequent   
six-month                                                                       
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periods) shall be reduced by a corresponding amount. (For example, if Parent    
chooses to permit the Transfer Restrictions to expire with respect to 30% of the
Parent Ordinary Shares during one such six-month period, the Transfer           
Restrictions shall expire with respect to only 20% of the Parent Ordinary Shares
in the following period.)                                                       

     (f) Allocation Among Stockholders.  The expiration of Transfer Restrictions
provided for in paragraphs (b) through (e) shall inure to the benefit of all    
Stockholders on a pro rata basis according to the number of each class of Parent
Securities to be received by each Stockholder immediately following the         
Effective Time; provided that if at any given time any Stockholder is otherwise 
not permitted to Transfer any of its Parent Securities at such time (in spite of
such expiration of the Transfer Restrictions on such Parent Securities) as a    
result of separate contractual obligations to Parent that specifically waive the
right to be included in such pro rata determination hereunder, then such Parent 
Securities of such Stockholder shall not be included in such pro rata           
determination. Such pro rata expiration of Transfer Restrictions shall apply to 
each Stockholder as set forth in the previous sentence, whether or not such     
Stockholder determines to Transfer such Parent Securities upon such expiration. 

    (g) Certain Events.  The number of Parent Securities with respect to which
the Transfer Restrictions will cease to apply pursuant to paragraphs (b) through
(e) shall be appropriately adjusted in the event that after the Effective Time  
Parent (i) subdivides its outstanding Parent Securities into a larger number of 
Parent Securities or (ii) combines its outstanding Parent Securities into a     
smaller number of Parent Securities.                                            

  (h) Permitted Transfers.  (i) Notwithstanding the foregoing, no Transfer
Restrictions shall apply to, and each Stockholder may in its sole discretion    
make, any Transfer of any Parent Securities comprising the Class A Consideration
(A) by way of gift or other transfer for estate planning purposes, (B) by way of
gift to any charitable organization, (C) to any other Stockholder for value or  
by gift, (D) to a bank or other financial institution as collateral, by pledge  
or otherwise or (E) to any transferee in an involuntary Transfer that occurs by 
operation of law or is required by law; provided that the transferee in any such
Transfer agrees in writing (x) to be bound by the terms and conditions relating 
to Transfers of Parent Securities set forth in this Agreement, (y) to hold the  
Parent Securities received in such Transfer in pure registered form (nominatif  
pur) with the Transfer Agent for so long as such Parent Securities are subject  
to the Transfer Restrictions and (z) not to enter into hedging transactions with
respect to any Parent Ordinary Shares or Usufructs in connection with or related
to such Transfer.                                                               

      (ii) Notwithstanding the foregoing, no Transfer Restrictions shall
  apply to, and each Stockholder may in its discretion make, a Transfer of
     Parent Securities comprising the Class A Consideration (A) that is a tender
  or sale into a public tender offer (offre publique d'achat ou d'echange)
     for such Parent Securities or (B) as part of the sale of Parent, whether by
merger, consolidation or otherwise.                                   

          (iii) Any instruction by a Stockholder to the Transfer Agent to effect
    a Transfer pursuant to the foregoing provisions of this Section 2(h) shall
     (A) set forth the name of the transferee in such Transfer, (B) identify the
    specific provision of this Section 2(h) that permits such Transfer and (C)
only in the case of any Transfer pursuant to Section 2(h)(i), be      
accompanied by a copy of the written agreement of the transferee      
    contemplated by such Section 2(h)(i). At the time such instruction is sent
   to the Transfer Agent, the Stockholder effecting such Transfer shall also
     send a copy of such instruction and, if applicable, such written agreement,
to Parent.                                                            

     (i) No Application to Other Parent Securities.  For the avoidance of doubt,
neither the Transfer Restrictions in this Section 2 nor the provisions of       
Section 3 shall apply to Parent Ordinary Shares that are issued upon the        
redemption of Parent ORAs, Parent Ordinary Shares that are issued upon the      
exercise of Warrants, or any Parent Securities not comprising the Class A       
Consideration.                                                                  

    (j) Holding in Pure Registered Form.  Each Stockholder agrees to hold such
Stockholder's Parent Securities comprising the Class A Consideration in pure    
registered form (nominatif pur) with the Transfer Agent for so long as such     
Parent Securities are subject to the Transfer Restrictions.                     

  SECTION 3.  Orderly Marketing Procedures for Public Sales.  (a) General.
Until the applicable expiration date set forth in Section 3(i), any and all     
sales by a Stockholder (whether directly or through an                          

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agent) of Parent Securities comprising the Class A Consideration on any         
securities exchange or public quotation system (a "Public Sale") after          
expiration of the applicable Transfer Restrictions set forth in Section 2 (other
than sales pursuant to Section 2(h)) shall be executed in accordance with the   
procedures contained in this Section 3 (collectively, the "Orderly Marketing    
Procedures"). For the avoidance of doubt, this Section 3 shall not apply to any 
sale that is not a Public Sale by a Stockholder.                                

(b) Monthly Polling.  Commencing on the five-month anniversary of the 
Closing Date, and continuing on each monthly anniversary thereafter through the 
fifty-three month anniversary of the Closing Date (each such date, a "Poll      
Date"), Parent or a financial institution appointed by Parent and reasonably    
acceptable to the Stockholders Committee (the "Polling Agent") shall deliver to 
each Stockholder a written questionnaire (each, a "Poll") (i) specifying the    
number and type of Parent Securities held by such Stockholder with respect to   
which the Transfer Restrictions will have ceased to apply under Sections 2(b)   
through 2(e), but which will still be subject to the Orderly Marketing          
Procedures contained in this Section 3, in each case effective as of the        
upcoming monthly anniversary of the Closing Date following the Poll Date (the   
"Effective Date"), and (ii) requesting information as to the number and type of 
such Parent Securities that such Stockholder desires to sell for cash within the
approximately 30-day period beginning on the Effective Date and ending on the   
next monthly anniversary of the Closing Date (the "Effective Period"), and the  
minimum price at which such Stockholder would be willing to consummate such sale
within the Effective Period. (By way of example, the first Poll Date will occur 
on the five-month anniversary of the Closing Date, the related Effective Date   
will occur on the six-month anniversary of the Closing Date, and the related    
Effective Period will be the one-month period commencing on such Effective      
Date.) Any Stockholder so desiring to sell any such Parent Securities within the
Effective Period shall deliver within 15 days after the Poll Date (each such    
15th day after the Poll Date being referred to as a "Response Date") a written  
response (each, a "Stockholder Response") to the Polling Agent providing the    
information requested in the Poll. Subject to Section 3(h) and Section 3(i), any
Stockholder that does not deliver a timely Stockholder Response shall not be    
eligible to make a Public Sale of such Parent Securities within the Effective   
Period (and will need to wait until the next monthly Poll). The Polling Agent   
shall provide a copy of all Stockholder Responses (or a summary thereof) to     
Parent.                                                                         

(c) Right of First Refusal or Right of First Offer for Parent ORAs and
Warrants.  With respect to any Stockholder Response delivered on or prior to the
Response Date that indicates a desire to sell Parent ORAs or Warrants (each, an 
"Offered Security"), either (A) the provisions of Section 3(c)(i) shall apply,  
if there is an Active Public Market for such Offered Security on the Response   
Date or (B) the provisions of Section 3(c)(ii) shall apply, if there is no      
Active Public Market for such Offered Security on the Response Date. For        
purposes of this Agreement, an "Active Public Market" means, with respect to any
Offered Security on any Response Date, that at least two million Euros worth in 
the aggregate of such Offered Security was traded on Euronext by parties        
unaffiliated with Parent in bona fide arms-length transactions during the five  
consecutive trading days immediately preceding the Response Date.               

        (i) Right of First Refusal.  (A) If there is an Active Public Market
     for the applicable Offered Security on the Response Date, the delivery of a
   Stockholder Response with respect to such Offered Security on or prior to
     the Response Date shall constitute an offer (an "Offer") by the Stockholder
     (in such capacity, a "Seller") delivering such Stockholder Response to sell
   such Offered Security, in an amount up to the maximum number indicated in
such Stockholder Response, to Parent for cash at the Market Price (as 
     defined below), subject to any minimum price at which such Seller indicated
it would be willing to sell such Offered Securities in its Stockholder
     Response. Such Offer shall be irrevocable until the 20th day after the Poll
 Date. An Offer may be accepted, in whole or in part, by the delivery by
     Parent of an irrevocable notice of acceptance to such Seller on or prior to
   such 20th day (the date such notice is delivered, the "Acceptance Date").
   If Parent fails to so notify the Seller by such 20th day, Parent shall be
deemed to have declined the Offer.                                    

    (B) If Parent accepts an Offer, Parent shall purchase and pay in
immediately available funds, by bank or certified check or other means
    specified by the Seller, for the aggregate number of Offered Securities it
has elected to purchase on the third business day in Paris, France    
   following the Acceptance Date; provided that if Parent elects to purchase
some, but not all, Offered Securities of the same type                

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     being offered by multiple Sellers in response to the same Poll, then Parent
shall purchase such Offered Securities from such Sellers on a pro rata
  basis according to the number of such Offered Securities offered by each
such Seller at or below the Market Price. The purchase price for the  
     Offered Securities from each Seller that Parent elects to purchase shall be
  the aggregate Market Price for such Offered Securities on the Acceptance
    Date; provided that if such Market Price is less than the minimum price at
which such Seller indicated it would be willing to sell such Offered  
Securities in its Stockholder Response, then such purchase and payment
     shall not be consummated unless such Seller agrees to sell to Parent at the
 Market Price. The "Market Price" for each Offered Security shall be the
    official closing price of such security on Euronext on the Acceptance Date
 (or, if there was no trading in the Offered Security on Euronext on the
     Acceptance Date, the closing price of such security on Euronext on the last
day such trading occurred prior to the Acceptance Date).              

       (ii) Right of First Offer.  (A) If there is no Active Public Market
     for the applicable Offered Security on the Response Date, the delivery of a
Stockholder Response with respect to such Offered Security by any     
    Stockholder shall entitle Parent to make an offer to purchase such Offered
Security, in an amount up to the maximum number indicated in such     
   Stockholder Response, for cash. If Parent desires to exercise such right,
   it shall do so by delivering to such Stockholder, on or prior to the 20th
    day after the Poll Date, a written notice (a "Parent Offer") setting forth
  the number of Offered Securities that Parent desires to purchase and the
purchase price per Offered Security that Parent is willing to pay (the
"Parent Offer Price"). Parent shall offer the same price to all       
Stockholders with respect to any given Poll, and if Parent offers to  
purchase some, but not all, Offered Securities of the same type being 
    offered by multiple Stockholders in response to the same Poll, then Parent
     shall offer to purchase such Offered Securities from such Stockholders on a
     pro rata basis according to the number of such Offered Securities each such
    Stockholder indicated it desired to sell in its Stockholder Response. Such
     Parent Offer shall be irrevocable until the 25th day after the Poll Date. A
 Parent Offer may be accepted, in whole or in part, by the delivery by a
     Stockholder of an irrevocable notice of acceptance to Parent on or prior to
    such 25th day (the "Parent Offer Acceptance Date"). If a Stockholder fails
   to so notify Parent by such 25th day, such Stockholder shall be deemed to
have declined the Parent Offer.                                       

          (B) If a Stockholder accepts a Parent Offer, Parent shall purchase and
 pay in immediately available funds, by bank or certified check or other
 means specified by the Stockholder, for the aggregate number of Offered
   Securities the Stockholder has elected to sell, on the third business day
   in Paris, France following the Parent Offer Acceptance Date. The purchase
price shall equal the aggregate Parent Offer Price for all Offered    
Securities that are purchased.                                        

     (C) If a Stockholder does not accept a Parent Offer (or accepts a
     Parent Offer only in part), any Offered Securities covered by, but not sold
 into, such Parent Offer shall be eligible for sale during the Effective
Period either (1) in the Proposed Sale for that Effective Period, if  
     Section 3(e) applies in that Effective Period or (2) in any Public Sale for
  that Effective Period, if Section 3(d) applies in that Effective Period;
 provided that in the case of clause (2), such Stockholder shall only be
 permitted to make a Public Sale at a price per Offered Security greater
than the Parent Offer Price.                                          

    (d) Direct Sale of Securities.  With respect to any Poll, if the aggregate
number of such Parent Securities that all Stockholders desire to sell within the
related Effective Period (excluding any Parent Securities that Parent has       
elected to purchase under Section 3(c)(i) or any Parent Securities that Parent  
has offered to purchase under Section 3(c)(ii)) represents less than 1.4 million
Parent Ordinary Shares, assuming redemption of all Parent ORAs and exercise of  
all Warrants desired to be sold (the "Direct Sale Threshold"), then all such    
Parent Securities (excluding any Parent Securities that Parent has elected to   
purchase under Section 3(c), but including any Parent Securities eligible for   
sale under Section 3(c)(ii)(C)(2)) may be freely sold in a Public Sale during   
the applicable Effective Period without compliance with Section 3(e). In the    
event that the Direct Sale Threshold has been exceeded, Section 3(e) shall      
apply; provided that each Stockholder who has delivered a Stockholder Response  
need not comply with Section 3(e) unless such Stockholder receives a Sales      
Notice (as defined below) no later than the 20th day after the Poll Date.       

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     (e) Sale Amount and Method.  (i) With respect to any Poll, if the aggregate
number of Parent Securities that the Stockholders desire to sell within the     
related Effective Period represents at least the Direct Sale Threshold, the     
Investment Banks shall evaluate the then existing market conditions for the sale
of Parent Securities and determine the appropriate method for sale and amount of
Parent Securities to be sold consistent with maximizing the sales price and     
amount of Parent Securities to be sold; provided that such amount of Parent     
Securities to be sold within such Effective Period shall in no event be less    
than the Direct Sale Threshold (the "Proposed Sale"). For purposes of this      
Agreement:                                                                      

"Investment Banks" means Lazard Freres & Co. LLC (or such other       
internationally-recognized investment bank designated by Parent with the consent
of the Stockholders Committee, which shall not be unreasonably withheld) and    
Morgan Stanley & Co. Incorporated (or such other internationally-recognized     
investment bank designated by the Stockholders Committee with the consent of    
Parent, which shall not be unreasonably withheld).                              

     "Stockholders Committee" means a committee consisting initially of the four
Stockholders who, immediately prior to the Effective Time, hold the greatest    
number of shares of Class A Common Stock. Any action by the Stockholders        
Committee shall require the approval of a majority of its members then in       
office. The Stockholders Committee, acting by such majority, shall have the     
power to remove any member, increase or decrease the size of the Stockholders   
Committee, fill vacancies and adopt its own internal organization and           
decisionmaking procedures.                                                      

    (ii) Within 20 days after the Poll Date, the Polling Agent shall
  deliver a notice from the Investment Banks (a "Sales Notice") describing
   the material terms of the Proposed Sale, including any applicable fees or
sales commissions (which shall be reasonable and customary), to all   
 Stockholders expressing in such Poll a desire to sell Parent Securities
 within the Effective Period. Each such Stockholder shall have until the
    Effective Date (the "Response Period") to deliver a notice (an "Acceptance
Notice") to the Polling Agent indicating the number and type of Parent
 Securities that such Stockholder has elected to include in the Proposed
Sale (which shall not exceed the number and type indicated by such    
Stockholder in the initial Poll) and the minimum price at which such  
Stockholder would be willing to sell. Each Stockholder delivering an  
Acceptance Notice shall deliver with such Acceptance Notice a limited 
power-of-attorney authorizing the Investment Banks to sell such Parent
  Securities in the Proposed Sale on the terms set forth in the Acceptance
   Notice. Any Stockholder that does not deliver an Acceptance Notice within
   the Response Period shall be deemed to have elected not to participate in
     the Proposed Sale and shall not be eligible to make a Public Sale of Parent
 Securities within the Effective Period (and will need to wait until the
next monthly Poll).                                                   

 (iii) The Investment Banks shall consummate the Proposed Sale
described in the Sales Notice as soon as practicable following the    
 Effective Date. If the Proposed Sale is not consummated in its entirety
within 10 days after the Effective Date, any Stockholder who would    
 otherwise have participated in such Proposed Sale shall be free for the
     remainder of the applicable Effective Period to effect a Public Sale of his
    or her Parent Securities that would have otherwise been sold in the Public
     Sale; provided that the amount of Parent Securities sold in Public Sales by
    such Stockholder in the remainder of the Effective Period shall not exceed
his or her pro rata portion of the difference between the Direct Sale 
   Threshold and the actual number of Parent Securities, if any, sold in the
    Proposed Sale. For the avoidance of doubt, the Stockholders shall, through
    one or more of the procedures set forth in this Section 3, be permitted to
   make Public Sales of Parent Securities in an amount up to the Direct Sale
Threshold during each Effective Period (but such amount shall not be  
exceeded in any Effective Period except pursuant to the terms hereof, 
 including, without limitation, through a Proposed Sale organized by the
Investment Banks).                                                    

         (iv) The Proposed Sale shall include all Parent Securities covered in
   any Acceptance Notice that contains terms (e.g. minimum price) consistent
 with the Proposed Sale; provided that if the aggregate number of Parent
   Securities in all such Acceptance Notices exceeds the actual number to be
     sold in the Proposed Sale, the number of Parent Securities to be sold shall
be allocated among the Requesting Stockholders on a pro rata basis    
according to the number of Parent Securities requested to be sold by  

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     each Requesting Stockholder. Any excess Parent Securities that are not sold
    in the Proposed Sale shall be given priority for sale in the next Proposed
Sale.                                                                 

     (f) Underwriters; Black-out Period.  With respect to any Proposed Sale that
involves an underwritten offering of Parent Securities, Parent shall have the   
right, exercisable in its sole discretion, (i) to select the managing or lead   
underwriter with respect to such Proposed Sale and (ii) to delay such offering  
for a period of up to 60 days if such offering would, in Parent's good faith    
judgment, materially interfere with any material corporate event relating to    
Parent.                                                                         

   (g) Fees and Expenses.  All fees and expenses incurred in connection with
any Proposed Sale pursuant to Section 3(e) (including the fees and expenses of  
any underwriter selected in accordance with Section 3(f)) shall be borne by the 
Stockholders that participated in such Proposed Sale pro rata based on the      
amount of proceeds received by each Stockholder from such Proposed Sale.        

(h) Other Sales.  Notwithstanding the foregoing, if at any time any   
Stockholder desires to effect a Public Sale outside of the Poll process of any  
Parent Securities no longer subject to Transfer Restrictions set forth in       
Section 2, but still subject to the Orderly Marketing Procedures contained in   
this Section 3, such Stockholder may so notify the Polling Agent and the Polling
Agent shall permit such sale so long as it would not result in the Direct Sale  
Threshold being exceeded during the then current Effective Period (taking into  
account all Public Sales in such Effective Period) and would not interfere with 
any Proposed Sale.                                                              

 (i) Expiration.  This Section 3 shall cease to apply to the sale of any
Parent Ordinary Shares on the 30-month anniversary of the Closing Date and to   
the sale of any Parent ORAs or Warrants on the 54-month anniversary of the      
Closing Date.                                                                   

    SECTION 4.  Dividends; Voting Rights.  For the avoidance of doubt, nothing
in this Agreement shall affect the right of any Stockholder (a) to receive      
dividends, coupon payments or other distributions in respect of the Parent      
Securities owned by such Stockholder or (b) to exercise voting rights in respect
of such Parent Securities.                                                      

SECTION 5.  No Transfer of Right to Receive Net Cash Proceeds.  No    
Stockholder may Transfer its right to receive Net Cash Proceeds (as defined in  
the Merger Agreement) from the sale of the debt portion of the Parent OBSAs (as 
defined in the Merger Agreement) pursuant to Section 2.02 of the Merger         
Agreement; provided that the foregoing shall not prohibit any involuntary       
Transfer that occurs by operation of law or is required by law.                 

SECTION 6.  Governing Law.  This Agreement shall be governed by and   
construed in accordance with the laws of the State of Delaware.                 

    SECTION 7.  Counterparts.  This Agreement may be executed in counterparts,
each of which so executed shall be deemed to be an original, and such           
counterparts shall together constitute one and the same instrument.             

SECTION 8.  Notices.  All notices, requests, claims, demands and other
communications hereunder (including without limitation Polls, notices of        
acceptance pursuant to Section 3(c)(i)(A), Parent Offers and Sales Notices)     
shall be in writing and shall be given (and shall be deemed to have been duly   
given at the applicable time specified hereafter)                               

(a) by email (deemed given upon dispatch, unless the sender receives a
message indicating that email did not reach intended recipient);                

     (b) by facsimile (deemed given upon receipt, as established by confirmation
of transmission by the sender's facsimile machine); or                          

(c) by delivery in person or by regular, registered or certified mail 
(postage prepaid) (in each case, deemed given upon actual receipt)              

to the respective parties at the following addresses (or at such other address  
for a party as shall be specified in a notice given in accordance with this     
Section 8):                                                                     

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if to Parent:                                                           

Publicis Groupe S.A.                                                    
Avenue des Champs Elysees                                               
75008 Paris, France                                                     
Facsimile No.: [to come]                                                
Email: [to come]                                                        
Attention: [to come]                                                    

if to the Transfer Agent:                                               
[name]                                                                  
[address]                                                               
Facsimile No.: [to come]                                                
Email: [to come]                                                        
Attention: [to come]                                                    

if to the Polling Agent:                                                
[name]                                                                  
[address]                                                               
Facsimile No.: [to come]                                                
Email: [to come]                                                        
Attention: [to come]                                                    

if to any Stockholder:                                                  

    The mailing address, facsimile number and email address for such Stockholder
 listed in the books and records of Company at the Effective Time. (Parent
  shall update this information from time to time per instructions from such
    Stockholder or to reflect broad-based changes for employees, such as changes
to email addresses.)                                                    

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                                                                         ANNEX C

AGREEMENT AND PLAN OF MERGER

   AGREEMENT AND PLAN OF MERGER dated as of March 7, 2002 among Bcom3 Group,
Inc., a Delaware corporation (the "Company"), Boston Three Corporation, a       
Delaware corporation and a wholly-owned subsidiary of the Company ("Merger      
Sub"), and Dentsu Inc., a company organized under the laws of Japan ("Dentsu"). 

  WHEREAS, concurrently with the execution of this Agreement, the Company,
Publicis Groupe S.A., Philadelphia Merger Corp. and Philadelphia Merger LLC     
("Publicis Merger Sub") are entering into an Agreement and Plan of Merger dated 
as of the date hereof (the "Publicis Merger Agreement"), pursuant to which,     
immediately following consummation of the Merger (as defined below) contemplated
by this Agreement, the Company will merge with and into Publicis Merger Sub (the
"Publicis Merger");                                                             

WHEREAS, the purpose of the Merger is to effect a pro rata purchase of
shares of Class A Common Stock (as defined below) by Dentsu from the holders    
thereof, followed by a recapitalization of the common stock of the Company.     

NOW, THEREFORE, the parties hereto agree as follows:                  

ARTICLE I 

THE MERGER

    SECTION 1.01.  The Merger.  (a) At the Effective Time, Merger Sub shall be
merged (the "Merger") with and into the Company in accordance with the General  
Corporation Law of the State of Delaware ("Delaware Law"), whereupon the        
separate existence of Merger Sub shall cease, and the Company shall be the      
surviving corporation (the "Surviving Corporation").                            

   (b) As soon as practicable after satisfaction or, to the extent permitted
hereunder, waiver of all conditions to the Merger, the Company and Merger Sub   
will file a certificate of merger with the Delaware Secretary of State and make 
all other filings or recordings required by Delaware Law in connection with the 
Merger. The Merger shall become effective at such time (the "Effective Time") as
the certificate of merger is duly filed with the Delaware Secretary of State (or
at such later time as may be specified in the certificate of merger).           

(c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, powers, privileges and franchises and be subject to all 
of the obligations, liabilities, restrictions and disabilities of the Company   
and Merger Sub, all as provided under Delaware Law.                             

SECTION 1.02.  Conversion of Shares.  At the Effective Time,          

        (a) except as otherwise provided in 1.02(c) or Section 1.03(d), each
  share of Class A common stock, par value $0.01 per share, of the Company
     (the "Class A Common Stock") outstanding immediately prior to the Effective
  Time shall be cancelled and shall be converted into the right to receive
(i) an amount in cash equal to the Aggregate Cash (as defined below)  
divided by the total number of shares of Class A Common Stock then    
   outstanding, which cash shall be paid directly from Dentsu as provided in
     Section 1.03(b) and (ii) 0.813619 shares of Class A Common Stock (together,
the "Class A Consideration");                                         

        (b) except as otherwise provided in 1.02(c) or Section 1.03(d), each
  share of Class B common stock, par value $0.01 per share, of the Company
     (the "Class B Common Stock") outstanding immediately prior to the Effective
  Time shall be cancelled and shall be converted into the right to receive
1.665067 shares of Class B Common Stock (the "Class B Consideration");

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          (c) each share of Class A Common Stock or Class B Common Stock held by
     the Company as treasury stock immediately prior to the Effective Time shall
be canceled, and no payment shall be made with respect thereto; and   

        (d) each share of common stock, par value $0.01 per share, of Merger
    Sub outstanding immediately prior to the Effective Time shall be canceled,
and no payment shall be made with respect thereto.                    

 The shares of Class A Common Stock outstanding immediately prior to the
Effective Time and the shares of Class B Common Stock outstanding immediately   
prior to the Effective Time are referred to herein collectively as the "Shares".
The Class A Consideration and the Class B Consideration are referred to herein  
collectively as the "Merger Consideration".                                     

   SECTION 1.03.  Delivery of Merger Consideration.  (a) Except as set forth
in Section 1.03(d), immediately after the Effective Time, the Company shall take
all necessary action to reflect on the books and records of the Company the     
conversion of Shares provided for in Section 1.02, such that each person who    
held Shares immediately prior to the Effective Time will be reflected in such   
books and records as the record holder of the number of shares (including       
fractional shares, if any) of Class A Common Stock or Class B Common Stock to   
which such person is entitled by virtue of the Merger.                          

 (b) Prior to the Effective Time, a paying agent shall be appointed (the
"Paying Agent") for the purpose of paying the cash portion of the Class A       
Consideration. Dentsu hereby agrees, for its own benefit and the benefit of the 
holders of Shares and not for the benefit of Publicis or the Company, to pay    
$498,702,393 (the "Aggregate Cash") to the Paying Agent immediately after the   
Effective Time. It is agreed and understood that neither Publicis nor the       
Company shall directly or indirectly be required to, nor shall they, reimburse  
Dentsu in cash or other property for the payment of the Aggregate Cash or       
otherwise assist Dentsu in financing or funding such payment.                   

(c) Except as set forth in Section 1.03(d), as promptly as practicable
after the Effective Time, the Paying Agent shall deliver to each holder of      
Shares of Class A Common Stock, as reflected in the books and records of the    
Company at the Effective Time, such holder's applicable cash portion of the     
Class A Consideration. The Paying Agent shall be entitled to deduct and withhold
from the cash otherwise payable pursuant to this Agreement to any holder of     
Shares, such amounts as it is required to deduct and withhold with respect to   
the making of such payment under the Internal Revenue Code of 1986, as amended, 
or any provision of state, local or foreign tax law. To the extent that amounts 
are so withheld, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the holder of Shares in respect of which such  
deduction and withholding was made.                                             

   (d) Notwithstanding Section 1.02, Shares outstanding immediately prior to
the Effective Time and held by a holder who has not voted in favor of the Merger
or consented thereto in writing and who has demanded appraisal for such Shares  
in accordance with the Delaware Law (collectively, the "Dissenting Shares")     
shall not be converted into a right to receive the applicable Merger            
Consideration, unless such holder fails to perfect, withdraws or otherwise loses
its right to appraisal. If, after the Effective Time, any such holder fails to  
perfect, withdraws or loses its right to appraisal, such Shares shall be treated
as if they had been converted as of the Effective Time into a right to receive  
the applicable Merger Consideration. The Merger Consideration shall be withheld 
for each Dissenting Share. The amount any holder of Class A Common Stock is     
entitled to receive in an appraisal proceeding is set forth in Section 6.6 of   
each holder's 2000 Stock Purchase Agreement with the Company.                   

     SECTION 1.04.  Adjustments.  If, during the period between the date of this
Agreement and the Effective Time, any change in the outstanding shares of       
capital stock of the Company shall occur, including by reason of any            
reclassification, recapitalization, stock split or combination, exchange or     
readjustment of shares, or any stock dividend thereon with a record date during 
such period, the Merger Consideration shall be appropriately adjusted; provided 
that no additional cash shall be payable by Dentsu pursuant to any such         
adjustment.                                                                     

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ARTICLE II

THE SURVIVING CORPORATION 

SECTION 2.01.  Certificate of Incorporation.  The certificate of      
incorporation of the Company in effect at the Effective Time shall be the       
certificate of incorporation of the Surviving Corporation until amended in      
accordance with applicable law.                                                 

SECTION 2.02.  Bylaws.  The bylaws of the Company in effect at the    
Effective Time shall be the bylaws of the Surviving Corporation until amended in
accordance with applicable law.                                                 

    SECTION 2.03.  Directors And Officers.  From and after the Effective Time,
until successors are duly elected or appointed and qualified in accordance with 
applicable law, (i) the directors of the Company at the Effective Time shall be 
the directors of the Surviving Corporation and (ii) the officers of the Company 
at the Effective Time shall be the officers of the Surviving Corporation.       

ARTICLE III 

CONDITIONS TO THE MERGER

     SECTION 3.01.  Conditions to Obligations of Each Party.  The obligations of
the Company, Merger Sub and Dentsu to consummate the Merger are subject to the  
satisfaction of the following conditions:                                       

  (a) this Agreement shall have been approved and adopted by the
     stockholders of the Company and Merger Sub in accordance with Delaware Law;

          (b) satisfaction or, if permissible, waiver by the applicable party of
  all conditions set forth in Article VII of the Publicis Merger Agreement
(other than the condition relating to the completion of the Merger    
contemplated by this Agreement); and                                  

       (c) no governmental entity or court of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any law, rule, 
  regulation, decree, executive order or award which is then in effect and
has the effect of making the Merger illegal or otherwise prohibiting  
consummation of the Merger.                                           

 SECTION 3.02.  Conditions To Obligations Of Dentsu.  The obligations of
Dentsu to consummate the Merger are subject to the satisfaction of the following
conditions:                                                                     

(a) the Company shall have provided to Dentsu or Publicis a 
     certificate meeting the requirements of Treas. Reg. Sections 1.1445-2(c)(3)
    and 1.897-2(h) to the effect that the shares of the Company disposed of by
     Dentsu in the transactions contemplated by the Publicis Merger Agreement do
     not constitute a United States real property interest within the meaning of
    Section 897(c)(1)(A) of the Internal Revenue Code of 1986, as amended; and

       (b) none of the conditions set forth in Article VII of the Publicis
    Merger Agreement shall have been waived by the Company without the consent
of Dentsu (such consent not to be unreasonably withheld or delayed).  

ARTICLE IV

MATTERS RELATING TO PUBLICIS MERGER 

     SECTION 4.01.  Investment Agreement.  The Company and Dentsu agree that the
Investment Agreement between Dentsu and the Company dated as of March 14, 2000  
shall terminate immediately after the effective time of the Publicis Merger.    

    SECTION 4.02.  Ownership Statement.  Dentsu shall, if it is able to do so,
deliver to Publicis and the Company an ownership statement, dated as of the     
Closing Date (as defined in the Publicis Merger Agreement), satisfying the      
requirements of Treasury Regulation Section 1.367(a)-3(c)(5)(i) (provided that  

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the "related" person statement required by Treasury Regulation Section          
1.367(a)-3(c)(5)(i)(C)(2) may be made to Dentsu's best knowledge), in form and  
substance reasonably acceptable to Publicis and the Company.                    

     SECTION 4.03.  Notices Under Publicis Merger Agreement.  The Company agrees
to promptly forward to Dentsu a copy of any notices given to Publicis or        
Publicis Merger Sub pursuant to Section 9.02 of the Publicis Merger Agreement   
and to provide a copy of any notices it receives from Publicis or Publicis      
Merger Sub pursuant to Section 9.02 of the Publicis Merger Agreement.           

  SECTION 4.04.  Amendment To Publicis Merger Agreement.  The Company will
not amend any provision of the Publicis Merger Agreement without the prior      
written consent of Dentsu (such consent not to be unreasonably withheld or      
delayed, it being acknowledged that the refusal to consent to any amendment that
would in the good faith opinion of Dentsu's accountants jeopardize Dentsu's     
ability to equity account, without the payment of any additional sum of money,  
for its investment in Publicis after the Publicis Merger will be per se         
reasonable).                                                                    

  SECTION 4.05.  Company Proxy Statement.  Dentsu and its counsel shall be
given a reasonable opportunity to review and comment on the Company Proxy       
Statement (as defined in the Publicis Merger Agreement) prior to its being filed
with the Securities and Exchange Commission.                                    

SECTION 4.06.  "Bare Legal Title" Matters.                            

    (a) Pursuant to Section 2.03 of the Publicis Merger Agreement, Dentsu will
receive bare legal title (nue propriete) to certain Parent Ordinary Shares in   
the Publicis Merger for a two-year period after the closing of the Publicis     
Merger. Dentsu shall not transfer such bare legal title in such shares to any   
person or entity during such two-year period.                                   

(b) The transfer of bare legal title to such shares to Dentsu will be 
effected pursuant to conveyancing instruments between Dentsu and the Special    
Nominee. Dentsu agrees that such instruments will contain all provisions that   
are necessary or desirable to ensure that all economic interests in such shares 
shall be enjoyed exclusively by the holder of the usufruct interest in such     
shares (or such holder's successors or assigns) at all times during such        
two-year period.                                                                

SECTION 4.07.  Capital Stock Outstanding.  As of March 5, 2002, (i)   
15,289,804 shares of Class A Common Stock were issued and outstanding, (ii)     
4,284,873 shares of Class B Common Stock were issued and outstanding, (iii) no  
shares of Class A Common Stock or Class B Common Stock were held in the treasury
of the Company or by any subsidiary of the Company, (iv) options to purchase    
1,742,796 shares of Class A Common Stock were outstanding and (v) options to    
purchase 103,864 shares of Class A Common Stock were available for future grant 
under the Company's stock option plans.                                         

ARTICLE V 

TERMINATION 

SECTION 5.01.  Termination.  This Agreement may be terminated and the 
Merger may be abandoned at any time prior to the Effective Time (notwithstanding
any approval of this Agreement by the stockholders of the Company) by the       
Company, Merger Sub or Dentsu if and at such time as the Publicis Merger        
Agreement has terminated in accordance with its terms.                          

SECTION 5.02.  Effect of Termination.  If this Agreement is terminated
pursuant to Section 4.01, this Agreement shall become void and of no effect     
without liability of any party (or any stockholder, director, officer, employee,
agent, consultant or representative of such party) to the other party hereto.   
The provisions of this Section 4.02 shall survive any termination hereof        
pursuant to Section 4.01.                                                       

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ARTICLE VI

MISCELLANEOUS 

     SECTION 6.01.  Amendments; No Waivers.  Any provision of this Agreement may
be amended or waived prior to the Effective Time if, but only if, such amendment
or waiver is in writing and is signed, in the case of an amendment, by each     
party to this Agreement or, in the case of a waiver, by each party against whom 
the waiver is to be effective, provided that, after the adoption of this        
Agreement by the stockholders of the Company, no amendment shall be made which  
by law requires further approval by such stockholders without such further      
approval.                                                                       

 SECTION 6.02.  Expenses.  All costs and expenses incurred in connection
with the transactions contemplated by this Agreement shall be paid by the party 
incurring such costs and expenses.                                              

   SECTION 6.03.  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties      
hereto (whether pursuant to a merger, by operation of law or otherwise), without
the prior written consent of the other parties.                                 

  SECTION 6.04.  Successors and Assigns.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their  
respective successors and assigns.                                              

SECTION 6.05.  Specific Performance.  The parties hereto agree that   
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof for which money damages would 
not be an adequate remedy and that the parties shall be entitled to specific    
performance of the terms hereof, in addition to any other remedy at law or in   
equity. Each of the parties further agrees that in any proceeding seeking       
specific performance such party will waive (a) the defense of adequacy of a     
remedy at law and (b) any requirement for the securing or posting of any bond.  

SECTION 6.06.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard  
to the conflicts of law rules of such state.                                    

   SECTION 6.07.  Counterparts; Effectiveness.  This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.   
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto. Except as        
provided in Article II, no provision of this Agreement is intended to confer any
rights, benefits, remedies, obligations or liabilities hereunder upon any Person
other than the parties hereto and their respective successors and assigns.      

    SECTION 6.08.  Captions.  The captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation    
hereof.                                                                         

SECTION 6.09.  Severability.  If any term, provision, covenant or     
restriction of this Agreement is held by a court of competent jurisdiction or   
other authority to be invalid, void or unenforceable, the remainder of the      
terms, provisions, covenants and restrictions of this Agreement shall remain in 
full force and effect and shall in no way be affected, impaired or invalidated  
so long as the economic or legal substance of the transactions contemplated     
hereby is not affected in any manner materially adverse to any party. Upon such 
a determination, the parties shall negotiate in good faith to modify this       
Agreement so as to effect the original intent of the parties as closely as      
possible in an acceptable manner so that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.          

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year    
first above written.                                                            

                     BCOM3 GROUP, INC.

                          By: /s/ ROGER A. HAUPT
                                            ------------------------------------
                            Name: Roger A. Haupt
                                Title:  Chairman and CEO

                            BOSTON THREE CORPORATION

                          By: /s/ ROGER A. HAUPT
                                            ------------------------------------
                            Name: Roger A. Haupt
                   Title:  CEO

               DENTSU INC.

                         By: /s/ YUTAKA NARITA
                                            ------------------------------------
                           Name: Yutaka Narita
                         Title:  President

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                                                                         ANNEX D

                                                         One Financial Place
                                                       440 South LaSalle
                                            Street
                                                       Chicago, IL 60605

                                                       tel: 312 706-4000

(MORGAN STANLEY LOGO)                                                           

                 March 7, 2002

Special Committee of the Board of Directors                                     
and Board of Directors                                                          
Bcom3 Group, Inc.                                                               
35 West Wacker Drive                                                            
Chicago, IL 60601                                                               

Members of the Special Committee of the Board and Members of the Board:         

 We understand that Publicis Groupe S.A. ("Parent"), Philadelphia Merger
Corp., a wholly owned subsidiary of Parent ("Merger Sub"), Philadelphia Merger  
LLC and Bcom3 Group, Inc. ("Bcom3" or the "Company"), propose to enter into an  
Agreement and Plan of Merger dated as of March 7, 2002 (the "Merger Agreement"),
which provides, among other things, for the merger of the Company with and into 
Merger Sub (the "Merger"). We also understand that, as contemplated by the      
Merger Agreement, the Company, Boston Three Corporation, a wholly-owned         
subsidiary of the Company ("Boston Merger Sub"), and Dentsu Inc. ("Dentsu"),    
propose to enter into an Agreement and Plan of Merger dated as of March 7, 2002 
(the "Boston Merger Agreement"), which provides, among other things, for the    
merger of Boston Merger Sub with and into the Company (the "Boston Merger"). It 
is anticipated that the Boston Merger will be consummated immediately prior to  
the Effective Time (as defined in the Merger Agreement) of the Merger (the time 
at which the Boston Merger is consummated is referred to as the "Boston         
Effective Time").                                                               

    Pursuant to the Boston Merger Agreement, each share of the Company's Class
A common stock, par value $.01 per share (the "Class A Common Stock"), issued   
and outstanding immediately prior to the Boston Effective Time, other than      
shares of Class A Common Stock held in the Company's treasury and shares of     
Class A Common Stock in respect of which appraisal rights have properly been    
demanded in accordance with the Delaware General Corporation Law (the "DGCL"),  
will be converted into the right to receive (i) an amount in cash equal to      
$498,702,393 divided by the total number of shares of Class A Common Stock then 
outstanding, which cash shall be paid directly from Dentsu, as provided in      
Section 1.03(b) of the Boston Merger Agreement and (ii) 0.813619 shares of Class
A Common Stock (together, the "First Step Class A Consideration"), and each     
share of the Company's Class B common stock, par value $0.01 per share (the     
"Class B Common Stock"), issued and outstanding immediately prior to the Boston 
Effective Time, other than shares of Class B Common Stock held in the Company's 
treasury and shares of Class B Common Stock in respect of which appraisal rights
have properly been demanded in accordance with the DGCL, will be converted into 
the right to receive 1.665067 shares of Class B Common Stock. We understand that
Dentsu currently owns all of the outstanding shares of the Company's Class B    
Common Stock. The terms and conditions of the Boston Merger are more fully set  
forth in the Boston Merger Agreement.                                           

Pursuant to the Merger Agreement, each share of the Company's Class A 
Common Stock issued and outstanding immediately prior to the Effective Time of  
the Merger, other than shares of Class A Common Stock held in the Company's     
treasury and shares of Class A Common Stock in respect of which appraisal       

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rights have properly been demanded in accordance with the DGCL, will be         
converted into the right to receive merger consideration (the "Second Step Class
A Consideration") composed of (i) 1.666464 fully paid and non-assessable Parent 
ordinary shares having a nominal value of E.40 per share (the "Parent Ordinary  
Shares"), (ii) the usufruct (usufruit) interest in 0.548870 fully paid and      
non-assessable Parent Ordinary Shares, together with the right to receive bare  
legal title (nue propriete) to such shares on the second anniversary of the     
Closing Date (as defined in the Merger Agreement), (iii) 0.098108 Parent        
obligations remboursables en actions, with a nominal value of E549.00 each (the 
"Parent ORAs"), and (iv) the Net Cash Proceeds (as defined in the Merger        
Agreement) from the sale, as contemplated in the Merger Agreement, of the debt  
portion of E53.861277 in principal amount of Parent obligations a bons de       
souscription d'actions with a nominal value of E305.00 each (the "Parent        
OBSAs"), together with warrants detached from such principal amount of Parent   
OBSAs to purchase 1.765944 Parent Ordinary Shares at an exercise price of E30.50
per Parent Ordinary Share (the "Warrants"), and each share of the Company's     
Class B Common Stock issued and outstanding immediately prior to the Effective  
Time of the Merger, other than shares of Class B Common Stock held in the       
Company's treasury and shares of Class B Common Stock in respect of which       
appraisal rights have properly been demanded in accordance with the DGCL, will  
be converted into the right to receive merger consideration (the "Second Step   
Class B Consideration") composed of (i) 4.021399 fully paid and non-assessable  
Parent Ordinary Shares, (ii) bare legal title (nue propriete) to 0.957024 Parent
Ordinary Shares until the second anniversary of the Closing Date, (iii) 0.047940
Parent ORAs, and (iv) the Net Cash Proceeds from the sale, as contemplated in   
the Merger Agreement, of the debt portion of E26.318797 in principal amount of  
Parent OBSAs, together with warrants detached from such principal amount of     
Parent OBSAs to purchase 0.862911 Parent Ordinary Shares at an exercise price of
E30.50 per Parent Ordinary Share. The terms and conditions of the Merger are    
more fully set forth in the Merger Agreement.                                   

   We understand that (i) the Parent ORAs will be issued under and will have
the terms set forth in the contrat d'emission relating to the Parent ORAs (the  
"ORA Issuance Contract"), a copy of which is attached as Exhibit C-1 to the     
Merger Agreement and an English language term sheet of which is attached as     
Exhibit C-2 to the Merger Agreement, and that the Parent OBSAs will be issued   
under and will have the terms set forth in the contrat d'emission relating to   
the Parent OBSAs (the "OBSA Issuance Contract"), a copy of which is attached as 
Exhibit D-1 to the Merger Agreement and an English language term sheet of which 
is attached as Exhibit D-2 to the Merger Agreement, (ii) the Merger Agreement   
contemplates that a Marketing Agent (as such term is defined in the Merger      
Agreement) selected by the Company and reasonably acceptable to Parent will use 
its reasonable best efforts to effect the sale for cash of the debt portion of  
the Parent OBSAs on or promptly after the Effective Time, and (iii) that all of 
the securities to be received as part of the Second Step Class A Consideration  
will be subject to certain transfer restrictions as described in Exhibit B to   
the Merger Agreement. With respect to the determination of the Net Cash         
Proceeds, we note that (x) under the terms of the Merger Agreement, there will  
be deducted from the proceeds from sale of the debt portion of the Parent OBSAs 
effected by the Marketing Agent (a) any costs, expenses or sale commissions or  
underwriting fees incurred in connection with the sale of the debt portion of   
the Parent OBSAs, and (b) an amount equal to the aggregate Cash Payment (as     
defined in the Merger Agreement) payable pursuant to Section 2.08 of the Merger 
Agreement to holders of Company Stock Options (as defined in the Merger         
Agreement)(plus any interest costs incurred by the Surviving Corporation to fund
the payments required by Section 2.08 of the Merger Agreement between the date  
of such payment and the date on which such payment is made to the Parent        
pursuant to Section 2.02(d) of the Merger Agreement), and (y) the amount of the 
aggregate Cash Payment under the Merger Agreement will be based upon the        
determination of the Company's Board of Directors as to the fair market value of
the Second Step Class A Consideration. With respect to the ORA Issuance Contract
and the English language term sheet relating to it and the OBSA Issuance        
Contract and the English language term sheet relating to it, we note that       
pursuant to the terms of the Merger Agreement, in the case of conflict, the     
applicable English term sheet shall govern.                                     

You have asked for our opinion as to whether the consideration to be  
received by the holders of shares of the Company's Class A Common Stock pursuant
to the Boston Merger Agreement and the Merger Agreement (considered as a single 
transaction) is fair from a financial point of view to such holders.            

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For purposes of the opinion set forth herein, we have:                

        (i) reviewed certain publicly available financial statements and
other information of the Company and Parent, respectively;            

   (ii) reviewed certain internal financial statements and other
financial and operating data concerning the Company and Parent,       
respectively;                                                         

  (iii) reviewed certain financial projections prepared by the
management of the Company and Parent, respectively;                   

  (iv) discussed the past and current operations and financial
    condition and the prospects of the Company, including information relating
   to certain strategic, financial and operational benefits anticipated from
the Merger, with senior executives of the Company;                    

   (v) discussed the past and current operations and financial
  condition and the prospects of Parent, including information relating to
    certain strategic, financial and operational benefits anticipated from the
Merger, with senior executives of Parent;                             

       (vi) reviewed the pro forma impact of the Merger on Parent's cash
   earnings per share, cash flows, consolidated capitalization and financial
ratios;                                                               

        (vii) compared the financial performance of the Company and Parent
with that of certain other comparable publicly-traded companies,      
respectively, and their securities;                                   

         (viii) compared the prices and trading performance of Parent Ordinary
    Shares with that of certain other comparable publicly-traded companies and
their securities;                                                     

          (ix) reviewed the financial terms, to the extent publicly available,
of certain comparable acquisition transactions;                       

(x) participated in discussions and negotiations among    
 representatives of the Company and Parent and their financial and legal
advisors;                                                             

         (xi) reviewed the Boston Merger Agreement, the Merger Agreement and
    the English language term sheets relating to the ORA Issuance Contract and
the OBSA Issuance Contract attached to the Merger Agreement; and      

           (xii) considered such other factors and performed such other analyses
as we have deemed appropriate.                                        

We have assumed and relied upon without independent verification the  
accuracy and completeness of the information reviewed by us for the purposes of 
this opinion. We have also relied upon without independent verification upon the
accuracy and completeness of the English language term sheets relating to the   
ORA Issuance Contract and the OBSA Issuance Contract attached as Exhibits C-2   
and D-2 to the Merger Agreement, and have assumed that such term sheets set     
forth all material terms relating to the Parent ORAs and the Parent OBSAs which 
may be set forth in the ORA Issuance Contract and the OBSA Issuance Contract.   
With respect to the financial projections, we have assumed that they have been  
reasonably prepared on bases reflecting the best currently available estimates  
and judgments of the future financial performance of the Company. In addition,  
we have assumed that the Boston Merger will be consummated in accordance with   
the Boston Merger Agreement and that the Merger will be consummated in          
accordance with the terms set forth in the Merger Agreement, including that the 
Merger will qualify as a reorganization within the meaning of Section 368(a) of 
the Internal Revenue Code of 1986, as amended. Our opinion is necessarily based 
on economic, market, foreign currency and other conditions as in effect on, and 
the information made available to us as of, the date hereof.                    

     We have acted as financial advisor to the Special Committee of the Board of
Directors of the Company in connection with this transaction and will receive a 
fee for our services, including a transaction fee which is contingent upon      
consummation of the Merger. In the past, Morgan Stanley & Co. Incorporated and  
its affiliates have provided financial advisory services for the Company and    
have received fees for the rendering of                                         

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these services. In the ordinary course of our businesses, we and our affiliates 
may actively trade the debt and equity securities of the Company, Dentsu and    
Parent for our account or for the accounts of customers and, accordingly, we or 
our affiliates may at any time hold long or short positions in such securities. 

    It is understood that this letter is for the information of the addressees
hereof only and may not be used for any other purpose without our prior written 
consent, except that this opinion may be included in its entirety in any filing 
made by the Company (as well as in Parent's Form F-4 Registration Statement     
under the Securities Act of 1933) in respect of the transaction with the        
Securities and Exchange Commission so long as this opinion is reproduced in such
filing in full and any description of or reference to us or summary of this     
opinion and the related analyses in such filing is in a form acceptable to us   
and our counsel. In addition, this opinion does not in any manner address (a)   
the prices at which the Parent Ordinary Shares, the Parent ORAs or the Warrants 
will trade at any time, including following consummation of the Merger, or (b)  
the actual amount of the Net Cash Proceeds which will be received by the holders
of the Class A Shares as part of the Second Step Class A Consideration, and     
Morgan Stanley expresses no opinion or recommendation as to how the shareholders
of the Company should vote at the shareholders' meeting in connection with      
either the Boston Merger or the Merger.                                         

   Based on the foregoing, we are of the opinion on the date hereof that the
consideration to be received by the holders of shares of the Company's Class A  
Common Stock pursuant to the Boston Merger Agreement and the Merger Agreement   
(considered as a single transaction) is fair from a financial point of view to  
such holders.                                                                   

                     Very truly yours,

                                     MORGAN STANLEY & CO. INCORPORATED

                                   By: /s/ FRANCIS J. OELERICH III
                                            ------------------------------------
                               Francis J. Oelerich III
                         Managing Director

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                                                                         ANNEX E

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW 

Section 262  Appraisal Rights.                                        

(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this  
section with respect to such shares, who continuously holds such shares through 
the effective date of the merger or consolidation, who has otherwise complied   
with subsection (d) of this section and who has neither voted in favor of the   
merger or consolidation nor consented thereto in writing pursuant to sec.228 of 
this title shall be entitled to an appraisal by the Court of Chancery of the    
fair value of the stockholder's shares of stock under the circumstances         
described in subsections (b) and (c) of this section. As used in this section,  
the word "stockholder" means a holder of record of stock in a stock corporation 
and also a member of record of a nonstock corporation; the words "stock" and    
"share" mean and include what is ordinarily meant by those words and also       
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a       
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository. 

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be 
effected pursuant to sec.251 (other than a merger effected pursuant to          
sec.251(g) of this title), sec.252, sec.254, sec.257, sec.258, sec.263 or       
sec.264 of this title:                                                          

      (1) Provided, however, that no appraisal rights under this section
  shall be available for the shares of any class or series of stock, which
    stock, or depository receipts in respect thereof, at the record date fixed
    to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or    
    consolidation, were either (i) listed on a national securities exchange or
     designated as a national market system security on an interdealer quotation
     system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no    
appraisal rights shall be available for any shares of stock of the    
  constituent corporation surviving a merger if the merger did not require
    for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of sec.251 of this title.               

          (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
     under this section shall be available for the shares of any class or series
   of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to   
  sec.sec.251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:                                           

            (a) Shares of stock of the corporation surviving or resulting from
        such merger or consolidation, or depository receipts in respect thereof;

     (b) Shares of stock of any other corporation, or depository
 receipts in respect thereof, which shares of stock (or depository
    receipts in respect thereof) or depository receipts at the effective
       date of the merger or consolidation will be either listed on a national
      securities exchange or designated as a national market system security
 on an interdealer quotation system by the National Association of
      Securities Dealers, Inc. or held of record by more than 2,000 holders;

        (c) Cash in lieu of fractional shares or fractional depository
   receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or                                                   

             (d) Any combination of the shares of stock, depository receipts and
   cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this  
paragraph.                                                      

          (3) In the event all of the stock of a subsidiary Delaware corporation
    party to a merger effected under sec.253 of this title is not owned by the
    parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.   

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  (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d) Appraisal rights shall be perfected as follows:                   

        (1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a  
  meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
 record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsection (b) or (c) hereof that    
appraisal rights are available for any or all of the shares of the    
   constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of such    
     stockholder's shares shall deliver to the corporation, before the taking of
    the vote on the merger or consolidation, a written demand for appraisal of
    such stockholder's shares. Such demand will be sufficient if it reasonably
 informs the corporation of the identity of the stockholder and that the
   stockholder intends thereby to demand the appraisal of such stockholder's
shares. A proxy or vote against the merger or consolidation shall not 
   constitute such a demand. A stockholder electing to take such action must
     do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or  
 resulting corporation shall notify each stockholder of each constituent
corporation who has complied with this subsection and has not voted in
   favor of or consented to the merger or consolidation of the date that the
merger or consolidation has become effective; or                      

          (2) If the merger or consolidation was approved pursuant to sec.228 or
  sec.253 of this title, then, either a constituent corporation before the
effective date of the merger or consolidation, or the surviving or    
    resulting corporation within ten days thereafter, shall notify each of the
     holders of any class or series of stock of such constituent corporation who
are entitled to appraisal rights of the approval of the merger or     
     consolidation and that appraisal rights are available for any or all shares
     of such class or series of stock of such constituent corporation, and shall
 include in such notice a copy of this section. Such notice may, and, if
     given on or after the effective date of the merger or consolidation, shall,
also notify such stockholders of the effective date of the merger or  
    consolidation. Any stockholder entitled to appraisal rights may, within 20
   days after the date of mailing of such notice, demand in writing from the
   surviving or resulting corporation the appraisal of such holder's shares.
    Such demand will be sufficient if it reasonably informs the corporation of
     the identity of the stockholder and that the stockholder intends thereby to
     demand the appraisal of such holder's shares. If such notice did not notify
   stockholders of the effective date of the merger or consolidation, either
     (i) each such constituent corporation shall send a second notice before the
     effective date of the merger or consolidation notifying each of the holders
  of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or   
 consolidation or (ii) the surviving or resulting corporation shall send
  such a second notice to all such holders on or within 10 days after such
    effective date; provided, however, that if such second notice is sent more
    than 20 days following the sending of the first notice, such second notice
   need only be sent to each stockholder who is entitled to appraisal rights
   and who has demanded appraisal of such holder's shares in accordance with
     this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either 
   notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. For purposes of     
determining the stockholders entitled to receive either notice, each  
  constituent corporation may fix, in advance, a record date that shall be
     not more than 10 days prior to the date the notice is given, provided, that
if the notice is given on or after the effective date of the merger or
   consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
  record date shall be the close of business on the day next preceding the
day on which the notice is given.                                     

(e) Within 120 days after the effective date of the merger or         
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise               

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entitled to appraisal rights, may file a petition in the Court of Chancery      
demanding a determination of the value of the stock of all such stockholders.   
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of   
the merger or consolidation, any stockholder who has complied with the          
requirements of subsections (a) and (d) hereof, upon written request, shall be  
entitled to receive from the corporation surviving the merger or resulting from 
the consolidation a statement setting forth the aggregate number of shares not  
voted in favor of the merger or consolidation and with respect to which demands 
for appraisal have been received and the aggregate number of holders of such    
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the    
period for delivery of demands for appraisal under subsection (d) hereof,       
whichever is later.                                                             

 (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which   
shall within 20 days after such service file in the office of the Register in   
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at    
least 1 week before the day of the hearing, in a newspaper of general           
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication  
shall be approved by the Court, and the costs thereof shall be borne by the     
surviving or resulting corporation.                                             

(g) At the hearing on such petition, the Court shall determine the    
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

    (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or        
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery 
or other pretrial proceedings and may proceed to trial upon the appraisal prior 
to the final determination of the stockholder entitled to an appraisal. Any     
stockholder whose name appears on the list filed by the surviving or resulting  
corporation pursuant to subsection (f) of this section and who has submitted    
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally          
determined that such stockholder is not entitled to appraisal rights under this 
section.                                                                        

 (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court 
may direct. Payment shall be so made to each such stockholder, in the case of   
holders of uncertificated stock forthwith, and the case of holders of shares    
represented by certificates upon the surrender to the corporation of the        
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

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  (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorneys' fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

  (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of  
this section shall be entitled to vote such stock for any purpose or to receive 
payment of dividends or other distributions on the stock (except dividends or   
other distributions payable to stockholders of record at a date which is prior  
to the effective date of the merger or consolidation); provided, however, that  
if no petition for an appraisal shall be filed within the time provided in      
subsection (e) of this section, or if such stockholder shall deliver to the     
surviving or resulting corporation a written withdrawal of such stockholder's   
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as       
provided in subsection (e) of this section or thereafter with the written       
approval of the corporation, then the right of such stockholder to an appraisal 
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems  
just.                                                                           

(l) The shares of the surviving or resulting corporation to which the 
shares of such objecting stockholders would have been converted had they        
assented to the merger or consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation.                      

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                                                                  APPENDIX 1

PROXY 
BCOM3 GROUP, INC. 

 PROXY FOR SPECIAL MEETING OF STOCKHOLDERS

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

       The undersigned hereby directs Roger A. Haupt, as the attorney of the
undersigned with full power of substitution, to vote all shares of stock which  
the undersigned is entitled to vote at the Special Meeting of Stockholders of   
Bcom3 Group, Inc. ("Bcom3"), to be held at Bcom3 corporate headquarters, 35 West
Wacker Drive, Chicago, Illinois, on September 20, 2002 at 9:00 a.m., Central    
Daylight Time, and at any adjournment or postponement thereof, with all the     
powers which the undersigned might have if personally present at the meeting,   
and directs such person to vote such stock as set forth below on all matters    
coming before said meeting.                                                     

      The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement/Prospectus, each dated August 22, 2002, and hereby  
expressly revokes any and all proxies heretofore given or executed by the       
undersigned with respect to the shares of stock represented by this Proxy and by
filing this Proxy with the Secretary of the corporation, gives notice of such   
revocation.                                                                     

      THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED.

        PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND SEND IT VIA FACSIMILE TO
MR. CHRISTIAN E. KIMBALL, SECRETARY OF BCOM3, AT (312) 220-4029, OR RETURN IT   
PROMPTLY IN THE ENCLOSED ENVELOPE.                                              

|X| PLEASE MARK VOTES AS IN THIS EXAMPLE                      

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:

         1. Proposal to adopt the Agreement and Plan of Merger dated as of March
7, 2002 among Bcom3, Boston Three Corporation and Dentsu Inc., and to approve   
the merger of Boston Three Corporation with and into Bcom3. In this merger, each
outstanding share of Class B common stock of Bcom3 will be converted into the   
right to receive 1.665067 shares of Class B common stock of Bcom3.              

           |_| FOR                |_| AGAINST                |_| ABSTAIN

         2. Proposal to adopt the Agreement and Plan of Merger dated as of March
7, 2002, among Publicis Groupe S.A., Philadelphia Merger Corp., Philadelphia    
Merger LLC, and Bcom3, as amended by Amendment No. 1 thereto dated as of August 
13, 2002, and to approve the merger of Bcom3 with and into Philadelphia Merger  
Corp. In this merger, each outstanding share of Class B common stock of Bcom3   
will be converted into the right to receive (1) 4.021399 Publicis ordinary      
shares, par value euro 0.40 per share, (2) bare legal title to 0.957024 Publicis
ordinary shares for a two-year period, (3) 0.047940 Publicis ORAs, (4) net      
proceeds from the sale of euro 26.318797 in principal amount of the debt portion
of Publicis OBSAs (net of sale expenses and an amount to cash out Bcom3 options)
and (5) warrants to purchase 0.862911 Publicis ordinary shares, as more fully   
described in the Proxy Statement/Prospectus dated August 22, 2002 relating to   
this merger.                                                                    

           |_| FOR                |_| AGAINST                |_| ABSTAIN

     3. Proposal to grant discretionary authority to vote in favor of an
adjournment of the meeting, if necessary.                                       

           |_| FOR                |_| AGAINST                |_| ABSTAIN

    In his discretion, the proxy is authorized to vote upon such other
matter(s) as may properly come before the meeting or any postponements or       
adjournments thereof.                                                           

 MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW |_|

        THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ADOPTION OF EACH MERGER AGREEMENT AND APPROVAL OF EACH    
MERGER.                                                                         

   Please date and sign exactly as your name or names appear hereon.
Corporate or partnership proxies should be signed in full corporate or          
partnership name by an authorized person. Persons signing in a fiduciary        
capacity should indicate their full titles in such capacity. If shares are held 
by joint tenants or as community property, both parties should sign.            

Signature:                                      Date:                           
           ------------------------------             --------------------------

Signature:                                      Date:                           
           ------------------------------             --------------------------

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                                                                      APPENDIX 2

 BCOM3 GROUP, INC.

INSTRUCTION CARD FOR SPECIAL MEETING OF STOCKHOLDERS

 THIS INSTRUCTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned hereby directs Roger A. Haupt, Roy J. Bostock, Richard
B. Fizdale, and Craig D. Brown, as voting trustees pursuant to the Voting Trust 
Agreement dated as of January 31, 2000 by and among the undersigned and each of 
the aforementioned, to vote in accordance with the Voting Trust Agreement all   
shares of stock owned by the undersigned at the Special Meeting of Stockholders 
of Bcom3 Group, Inc. ("Bcom3"), to be held at Bcom3 corporate headquarters, 35  
West Wacker Drive, Chicago, Illinois, on September 20, 2002 at 9:00 a.m.,       
Central Daylight Time, and at any adjournment or postponement thereof.          

      The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement/Prospectus, each dated August 22, 2002, and hereby  
expressly revokes any and all instructions heretofore given or executed by the  
undersigned with respect to the shares of stock represented by this Instruction 
Card and by filing this Instruction Card with the Secretary of the corporation, 
gives notice of such revocation.                                                

        THE INSTRUCTION GIVEN PURSUANT TO THIS INSTRUCTION CARD MAY BE REVOKED
AT ANY TIME PRIOR TO THE TIME IT IS VOTED.                                      

      PLEASE COMPLETE, DATE AND SIGN THIS INSTRUCTION CARD AND SEND IT VIA
FACSIMILE TO MR. CHRISTIAN E. KIMBALL, SECRETARY OF BCOM3, AT (312) 220-4029, OR
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.                                    

|X| PLEASE MARK VOTES AS IN THIS EXAMPLE                      

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:

         1. Proposal to adopt the Agreement and Plan of Merger dated as of March
7, 2002 among Bcom3, Boston Three Corporation and Dentsu Inc., and to approve   
the merger of Boston Three Corporation with and into Bcom3. In this merger, each
outstanding share of Class A common stock of Bcom3 will be converted into the   
right to receive (1) 0.813619 shares of Class A common stock of Bcom3 and (2) a 
cash amount equal to the quotient of $498,702,393 divided by the number of      
shares of Bcom3 Class A common stock outstanding immediately prior to the       
effective time of this merger.                                                  

           |_| FOR                |_| AGAINST                |_| ABSTAIN

         2. Proposal to adopt the Agreement and Plan of Merger dated as of March
7, 2002, among Publicis Groupe S.A., Philadelphia Merger Corp.,  Philadelphia   
Merger LLC, and Bcom3, as amended by Amendment No. 1 thereto dated as of August 
13, 2002, and to approve the merger of Bcom3 with and into Philadelphia Merger  
Corp. In this merger, each outstanding share of Class A common stock of Bcom3   
will be converted into the right to receive (1) 1.666464 Publicis ordinary      
shares, par value euro 0.40 per share, (2) the usufruct interest in 0.548870    
Publicis ordinary shares, together with right to receive bare legal title to    
such shares on the second anniversary of the closing date, (3) 0.098108 Publicis
ORAs, (4) net proceeds from the sale of euro 53.861277 in principal amount of   
the debt portion of Publicis OBSAs (net of sale expenses and an amount to cash  
out Bcom3 options)  and (5) warrants to purchase 1.765944 Publicis ordinary     
shares, as more fully described in the Proxy Statement/Prospectus dated August  
22, 2002 relating to this merger.                                               

           |_| FOR                |_| AGAINST                |_| ABSTAIN

     3. Proposal to grant discretionary authority to vote in favor of an
adjournment of the meeting, if necessary.                                       

           |_| FOR                |_| AGAINST                |_| ABSTAIN

        In their discretion, the voting trustees named above are authorized to
vote upon such other matter(s) as may properly come before the meeting or any   
postponements or adjournments thereof.                                          

 MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW |_|

         THE SHARES SUBJECT TO THIS INSTRUCTION WILL BE VOTED AS DIRECTED OR, IF
NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE ADOPTION OF EACH MERGER        
AGREEMENT AND APPROVAL OF EACH MERGER.                                          

   Please date and sign exactly as your name or names appear hereon.
Corporate or partnership Instruction Cards should be signed in full corporate or
partnership name by an authorized person. Persons signing in a fiduciary        
capacity should indicate their full titles in such capacity. If shares are held 
by joint tenants or as community property, both parties should sign.            

Signature:                                      Date:                           
           ------------------------------             --------------------------

Signature:                                      Date:                           
           ------------------------------             --------------------------