Combined Ordinary and Extraordinary Shareholders’ Meeting June 9, 2005Notice of meeting and information for shareholders

Contents

How can I take part in the Meeting - 3 -

Agenda - 6 -

Summary of the activities of the Company and its subsidiaries in fiscal 2004, and outlook - 7 -

Summary of resolutions - 9 -

Biographies of Board members whose terms expire and candidates for Director - 14 -

Text of the resolutions presented by the Board of Directors - 15 -

Text of the resolutions presented by Bolloré Médias Investissements - 22 -

Biographies of candidates to the Board of Directors proposed by Bolloré Médias Investissements - 23 -

Five year financial summary - 24 -

Request for documents and information - 25 -

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–Who can participate in the Meeting?

The Combined Ordinary and Extraordinary Shareholders’ Meeting iscomprised of all shareholders, no matter how many shares they own. To have the right to attend, vote by mail, or be represented at theMeeting, you must first prove that you are a shareholder.

If you own registered shares that are registered in an account in theCompany’s books no later than five days before the date of theMeeting, you do not need to provide any other documentation.

If you own bearer shares, you will need an affidavit certifying thatyour shares cannot be transferred until the date of the Meeting. Youmust obtain this affidavit from your financial intermediary (bank,investment company, on-line broker).

Your right to sell your shares at any time will not be affected as longas you notify the manager of your account, prior to June 8, 2005, at3:00 p.m. Paris time, of the sale of some or all of your shares.

– How can I obtain information?A form for requesting documents and information is provided in thisbrochure. With this form, you can obtain the documents (1) relating tothe Havas Shareholders’ Meeting along with the Reference Documentfor fiscal 2004.

These documents and the Reference Document published by Havasare also available on the Group’s website: www.havas.com

If you need any additional information, you can also contact:

– Investor Relations Virginia Jeanson: +33 (0)1 58 47 91 34Stéphane Houri: +33 (0)1 58 47 91 35Catherine François: +33 (0)1 58 47 91 73

–Shareholders’ Club Martine Fitoussi: +33 (0)1 58 47 91 23

–Share register service Jean-François Fondeur: +33 (0)1 58 47 90 79

– How can I vote?

If you want to attend the Shareholders’ Meeting in personUsing the form attached to this brochure, you must request youradmission card which is crucial for the proper conduct of the meeting.You will be asked to present this card when you sign the attendancesheet.

If you cannot attend the Meeting in personYou have three options, allowing you to:

– cast your own votes by post;

– give your proxy to the Chairman of the Shareholders’ Meeting;

– or give your proxy to your spouse or another shareholder.You may indicate your choice and provide your instructions using theattached proxy or vote-by-mail form. If you hold bearer shares, do notforget to attach the affidavit certifying the non-availability of yourshares.

– How to use the form

I want to attend the Shareholders’ Meeting. I check boxA on the voting form to obtain an admission card.

> I date and sign the bottom of the form

> If my shares are bearer shares, my intermediary will attach anaffidavit of immobilization.

> My admission card will be sent to my registered address

> I arrive on the day of the Shareholders’ Meeting with my admis-sion card

Note: If my request is received after June 6, my card will be held atthe card desk on the date of the Shareholders’ Meeting.

If I have forgotten my admission card, or if I have forgotten torequest it:

– As a holder of registered shares, I can participate in the Meetingby simply providing a proof of identification at the desk set up for thispurpose in the Meeting room.

– As a holder of bearer shares, I can participate in the Meeting by presenting identification and an affidavit of the immobilizationof my shares, confirmed by my financial intermediary, at the desk set up for this purpose on the day of the Shareholders’ Meeting.

(1) Documents set forth in Articles 133, 135 and 138 of Decree 67-236 of March 23, 1967,with the exception of the documents attached to the form to vote by proxy or vote by mail.

A

How can I take part in the Combined Ordinary and ExtraordinaryShareholders’ Meeting?

!

I want to vote by post or be represented at the Shareholders’ Meeting. I check box B on the voting form.

And I have three options.

I give my proxy to the Chairman• I date and sign at the bottom of the form without shading any

other box.

I give my proxy to my spouse or to another shareholder• I check box 2 “I give my proxy”.• I indicate the first and last name and address of the person

who will represent me.• I date and sign at the bottom of the form.

I am voting by post• I check the box “I vote by post” and I indicate my vote in

section 3.• I want to vote “for” a resolution; I don’t write anything in the

corresponding box. • I want to vote “against” a resolution or abstain (abstention is

considered a vote “against”); I shade the box corresponding tothe number of the resolution in question.

NOTE: For my vote on amendments to resolutions and on new reso-lutions submitted during the meeting to be counted, I mustshade one of the boxes of section 3a.

• I date and sign at the bottom of the form.• I return the form; if my shares are bearer shares, an affidavit

of immobilization must be attached.

B

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2

3

Tick here if you are voting by post

Resolutions (1-45) presented by the Board of Directors

Resolutions (A-K) “not approved by the Board”

To receive your admission card in order toattend the Shareholders' Meeting,

tick Box A

3

A

B

{To be represented at the Shareholders'

Meeting, tick Box B{

3a

All forms must be received by June 8, 2005, 3 p.m. (Paris time)

If you are voting by post, do not forget to tick here in the event of amendments

or new resolutions proposed during the meeting

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Whatever your choice,don't forget to date andsign the form!

If you are giving your proxy to the Chairman of the Shareholders' Meeting, date and signwithout filling in anything else.

1

If you are giving your proxy to your spouseor another shareholder, fill in box 3

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Notice of Combined Ordinary and Extraordinary Shareholders’ Meeting of June 9, 2005

Shareholders are informed that they are invited to a Combined Ordinary and Extraordinary Shareholders’ Meeting that will be heldon June 9, 2005 at 10:00 a.m at the Maison de la Chimie, 28 bis, rue Saint Dominique, Paris (75007), to deliberate on the following agenda:

Agenda

– 1st resolution: Approval of the statutory financial statements for fiscal 2004, the report of the Board on those statements, and the expenses and charges stipulated in Article 39-4 of the General Tax Code.

– 2nd resolution: Approval of the consolidated financial statements for fiscal 2004 and the Board’s report on those statements.

– 3rd resolution: Transfer of the special reserve for long-term capital gains to the accounts "Other Reserves" and "Legal Reserve".

– 4th resolution: Allocation of the results for the year.

– 5th resolution: Approval of regulated agreements.

– 6th resolution: Determination of Directors’ fees for the financial year 2005.

– 7th resolution: Replacement of Société Fiduciaire Nationale d'Expertise Comptable – FNEC, as Alternate Statutory Auditor by Mr. Emmanuel Villaeys.

– 8th resolution: Replacement of Mr. Michel Sibi, as Alternate Statutory Auditor by COREVISE.

– 9th resolution: Authority to be given to the Board of Directors to trade in the Company’s shares.

– 10th resolution: Authority to be given to the Board of Directors to reduce the share capital through the cancellation of treasury shares.

– 11th resolution: Authority to issue options for new or existing shares to employees or Board members.

– 12th resolution: Authority to be given to the Board of Directors to make bonus allotments of existing shares to employees of the Group.

– 13th resolution: Authority to be given to the Board of Directors to increase the share capital through the issue of shares reserved for employees with suppression of the preferential subscription right for the benefit of the employees.

– 14th resolution: procedure to be followed in the event there are more than the legal maximum of 18 Board members.

– 15th resolution: Re-election of Mr. Michel Boutinard Rouelle.

– 16th resolution: Re-election of Mr. Thierry Meyer.

– 17th resolution: Re-election of Mr. Jacques Séguéla.

– 18th resolution: Election of Ms. Laurence Parisot to the Board of Directors.

– 19th resolution: Election of Mr. Michel Rouger to the Board of Directors.

– 20th resolution: Election of Mr. Pierrre Bouchut to the Board of Directors.

– Resolution not recommended by the Board of Directors: Resolution A:Election of Bolloré Médias Investissements to the Board of Directors.

– Resolution not recommended by the Board of Directors: Resolution B:Election of Vincent Bolloré to the Board of Directors.

– Resolution not recommended by the Board of Directors: Resolution C:Election of Bolloré Médias Investissements to the Board of Directors.

– Resolution not recommended by the Board of Directors: Resolution D:Election of Thierry Marraud to the Board of Directors.

– 21st resolution: Powers to carry out legal formalities.

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Summary of the activities of the Company and its subsidiaries in fiscal 2004, and outlook

Our results for 2004 are testimony to the successful completion ofthe strategic reorganization that we initiated in the fall of 2003. Theyexceeded our announced objectives, with a significant turnaroundin organic growth and a strong increase in profitability. In addition, withnet debt reduced by nearly two thirds over the course of the year,our financial structure has become more solid and sustainable.

Over the course of recent years, particularly in 2001, 2002, and 2003,our industry has continued to be affected globally by adverse economicconditions, geopolitical troubles, a lack of consumer confidence, andcaution on the part of clients regarding their advertising outlays. All ofthese factors have contributed to a difficult business environment anda reduction in margins in the industry.

The Group has confronted difficult economic conditions, even though,towards the end of 2003, the advertising market showed the prelimi-nary signs of improvement.

In response to these difficult conditions, we implemented a financialrestructuring and stretagic reorganization in 2003 aimed at strength-ening our integrated communications services, simplifying our organi-zation, and reducing our costs to a significant degree.

The positive effects of this successful restructuring and reorganization,and the clear improvement in the advertising market, led to a strongimprovement in our financial performance in 2004.

– Strong recovery in organic growth (1)

Compared to revenue in 2003, revenue in 2004 fell by 9.2% in grossfigures. This decrease was primarly due to the loss of revenue fromcompanies sold or closed during the year as part of our strategic reorganization and to the negative impact of the dollar’s depreciationagainst the Euro.

It constant scope and exchange rates, organic growth was + 2% overthe full year. This growth accelerated with each quarter (Q1 + 0.7 %, Q2+ 0.5 %, Q3 + 2.1 %, Q4 + 4.6 %). The fourth quarter was the best sincethe first quarter of 2001. All regions recorded positive organic growthin the fourth quarter.

– In France, the Group’s business activities performed well over theyear, with a fourth quarter better than the third, thanks to significantnew business wins in 2004.

– The United Kingdom ended the year with positive organic growthof 2.4% in the fourth quarter, almost breaking even for the year, reaffirming the effectiveness of the new teams in place.

– In Europe (excluding the United Kingdom and France), fourth quarter organic growth remained positive, as projected, at + 1.0%. Theresult for the full year was strong at +4.1 %.

– In the United States, positive organic growth returned in the fourthquarter at + 3.4%. This reflected a better than expected performance,primarily at Arnold (which posted a record year for new business), andat MPG, and in the health and marketing services sector at Euro RSCG.

– In Latin America and Asia-Pacific, organic growth remained at agood level.

– Strong growth in profitability Operating income at € 197 million increased strongly by + 45%. The improvement in the operating margin (13.2 % in 2004 comparedwith 8.3 % in 2003) reflects the effectiveness of the strategic reorgan-ization initiated at the end of 2003, strict and ongoing cost control, andthe acceleration in organic growth throughout 2004. In the second halfof 2004, the operating margin was 14.2 %, up from 8.4% in the second half of 2003. It was also up strongly from the 12.2% recordedin the first half of 2004, the result of the substantial improvement inorganic growth in the fourth quarter.

The strong improvement in profitability is due to a reduction in pay-roll costs and other structural costs, and by the deconsolidation ofcompanies closed or sold. The number of employees declined 9.8%to 14,403 people at December 31, 2004, and personnel costs weredown 13.5 % to € 838 million, reflecting the reduction in staff, but alsothe decline in the value of the dollar against the Euro. The ratio of per-sonnel costs to revenues improved by 2.8 points to reach 56.1%. Othercosts, at € 459 million, were down 15.1%, with the ratio of other suchcosts to revenues down 2.2 points. This decline reflects a significantdecrease in rental costs and amortizations as the result of a programto centralize and optimize all property leases and a strict investmentpolicy. The completion of the program to sell companies identified atthe end of 2003 as not meeting the Group’s strategic and financial cri-teria had a favorable impact on the operating margin in 2004. In 2003,these companies recorded revenues of € 155 million and operatingexpenses of € 167 million.

Financial income and exceptional items were significantly impactedby the partial repurchases of the 2000/2006 OCEANE bonds at the endof 2004. This operation yeilds a positive result of € 2.4 million, after taking into account the loss on the repurchases, write-back of reservesfor redemption premiums at maturity and interest savings in 2004 and2005.

Financial income in 2004 was + € 1.0 million, including a write-backof € 39 million in reserves for redemption premiums at maturity on the2000/2006 OCEANE bonds.

(1) Organic growth is calculated by comparing revenue for the current year to a revenue figure for the preceding year derived as follows:- the revenue for the preceding year is recalculated using the exchange rates of the current year,- to the revenue thus calculated, the revenue of companies acquired between January 1 of the preceding year and the date of acquisition is added

in for the period during which these companies had not yet been consolidated,- the revenue of the preceding year is likewise adjusted in the amount of the consolidated revenue of companies sold or closed between January 1

of the preceding year and the date of sale or closure.The organic growth thus calculated is thereby adjusted for variations in foreign exchange rates with respect to the euro, as well as for variations in the group of consolidated companies.

The extraordinary loss of € 62 million includes a loss on repurchasesof the 2000/2006 OCEANEs of € 59.7 million.

The effective tax rate was 26.4%, as projected earlier. On December 31,2004, the Group had recognized deferred tax assets of € 165 millionand unrecognized assets of € 578.4 million, primarily in France.

The improvement in profitability is reflected in the net income, Groupshare before amortization of goodwill of € 92 million, and net incomeGroup share of € 34 million, compared with losses of € 179 millionand € 396 million respectively in 2003. Diluted earnings per share,before goodwill, amounted to 27 euro cents, compared with a loss of56 cents in 2003.

– Substantial debt reduction, solid and sustainable financial structure Our return to a good level of profitability, our ongoing strict pursuit ofcontrol over investments, and the success of our capital increase inOctober all helped to transform the Group’s financial structure.

As a result of the capital increase of € 404 million (including premium)we completed in October, consolidated Shareholders’ equity as ofDecember 31, 2004 was € 1.049 billion compared to € 662 million atDecember 31, 2003, and net debt declined from € 642 million to € 226 million. As a result, the debt to equity ratio was 22% as ofDecember 31, 2004, down sharply from a ratio of 97% at December31, 2003. Similarly, the net debt ratio to operating income before amortization and depreciation was 0.9 (as of December 31, 2004), incontrast to 3.3 the previous year. The proceeds from the capitalincrease were used to effect partial repurchases of 2000/ 2006 OCEANEbonds. Thus, the profile of the net debt also improved, with a declinein the percentage constituted by convertible bonds and an extension ofthe average maturity of the debt.

In 2004, the Group generated strong free cash flow (1), thanks to a substantial increase in operating cash flow, further improvement of€ 52 million in working capital requirements, capital expendituresstrictly controlled at 2.5% of revenues, financial investments primarilydevoted to payments of scheduled earn-outs and buy-outs, and theproceeds from company disposals. The free cash flow (1) before capitalincrease and impact of the 2000/2006 OCEANE partial repurchase wasa positive € 103 million compared with € 30 million in 2003, aboveexpectations (more than triple the level in 2003).

– Accounting standards On April 8, Havas published its 2004 financial information showing ina provisional manner the estimated impact of the transition to IFRS standards. This information was examined by the Audit Committeeand the Board of Directors and inspected and audited by the Statutoryand Contractual Auditors. This point is presented in detail in the sec-tion dedicated to the IFRS.

– 2005 Outlook In a positive market environment estimated at + 5 % (source: ZénithOptimedia) in the world's leading countries, the Group has experi-enced some important New Business (2) successes since the beginningof 2005. These include the gains of the Jaguar and ESPN Mobileaccounts in the United States, LG Electronics in Europe and, morerecently in April, the significant gain of the RadioShack account, the leading American electronics retailer. These successes not only offset the impact of the cuts in the GlobalIntel and Volkswagen (media) US budgets, but also give Havas, at theend of April, a level of New Business close to the 2004 level, which isvery encouraging. Thus, we are confirming our 2005 objective for Havas, which is to continue our positive organic growth and improve profitability, drivenby New Business, the development of existing clients and continuedcost reduction efforts. The Group also confirms its objective of positive organic growth in 2005 in the United States and Great Britain, countries that havepenalized us in the past. All of these factors allow us to face 2005 with confidence and deter-mination.

(1) Free cash flow: net cash flow from operating activities minus the net flow from investingactivities minus dividend.

(2) Net new business reflects the estimated annual advertising budget (or revenue, in somecases) of accounts won (including new clients, clients retained after an account was placedback in competition, and new products or brands gained with existing clients), less the esti-mated annual advertising budget (or revenue, as the case may be) of accounts lost. HavasManagement uses net new business as an indicator of the efficiency of its development ofits client base and of its efforts to retain clients. Net new business is not a precise indicatorof future revenues, because the interpretation of gains and losses is sometimes subjective,the amounts associated with individual gains or losses of business depend on the clients’estimated budget (or revenues, as the case may be), the clients may not spend their entirebudget, the spacing of expenditures is not defined, and the share of Havas revenues com-pared to budgeted client expenses depends on the nature of the expenses and the compen-sation structure. In addition, Havas’ methods of determining losses and gains may differ fromthose used by other companies.

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Summary of resolutions

Below we provide you with an explanation of the reasons behindthe resolutions recommended by the Board of Directors.

– Approval of the financial statements, allocation of earnings and dividends

The purpose of the first and second resolutions is to approve the 2004 statutory and consolidated financial statements as well as thereport of the Board of Directors. Shareholders are also asked, in con-formity with statutory provisions, to approve the expenses and chargesstipulated in Article 39-4 of the General Tax Code. These items,amounting to a total of € 33,883, correspond to the non-tax-deductibleportion of vehicle depreciation.

The third resolution concerns the transfer of the balances from the“Special Reserve for Long-Term Capital Gains” item to an item called“Ordinary Reserves.”Article 39 IV of the Corrective Finance Law for 2004 (adopted onDecember 30, 2004), requires companies to transfer funds in the “Special Reserve for Long-Term Capital Gains” to another reserveaccount and pay a special tax of 2.5% on those transferred balances. In accordance with the regulation, this tax in the sum of € 2,014,056was debited accordingly against the retained earnings account onDecember 31, 2004. The debit must be made up for by the transfer ofthe same amount from the “Other Reserves” account to the “RetainedEarnings” account.

The third resolution calls for your approval of the resulting transactions:

– the transfer of the sum of € 161,603.59 to a “Legal Reserve” sub-account,

– the transfer of the sum of € 80,900,578.77 to the “Other Reserves”account,

– the transfer of the sum of € 2,014,056, representing the special taxof 2.5%, from this “Other Reserves” item to the “Retained Earnings”item from which the tax was debited on December 31, 2004. The adop-tion of this resolution will make it possible to distribute the amountof the long-term capital gains from the special reserve after deductionof the special tax of 2.5%.

The fourth resolution proposes to allocate operating earnings and topay a dividend. The approved financial statements as of December 31,2004 show losses of € 9,518,533, that we propose transferring to the“Retained Earnings” account. This account received a credit of € 3,789,667 during the financial year corresponding to the anticipatedreimbursement of the dividend withholding paid in 2000. It was alsodebited in the amount of € 2,014,056 on December 31, 2004 correspondingto the 2.5% special tax. Consequently, as of December 31, 2004, this “Retained Earnings” account now shows a debit balance of € 7,742,921.

We are asking the Shareholders to transfer this net debit balance of € 7,742,921 to the “Issue Premium” account. In light of the distributableearnings in the “Issue Premium” item, we suggest payment of a dividend of 7 euro cents per share that would amount to a total sum of€ 29,791,281.03. The dividend will be paid on June 14, 2005.

Pursuant to Article 243 bis of the General Tax Code (CGI), all dividendspaid (a total sum of € 29,791,281.03) are eligible for the 50% allowanceas described in Article 158 (3)(2) of the CGI.

Below is a summary of the dividends distributed in the past three fiscal years:

Fiscal year Dividend paid (€ per share)

2001 0.162002 0.082003 0.05

Please note that the dividends paid in 2003, 2002 and 2001 wereadjusted by applying a coefficient of 0.93254, resulting from thepreservation of the preferential subscription right since the capitalincrease performed on October 19, 2004.

Prior to this adjustment, the dividends distributed in the past threefiscal years were as follows:

Fiscal year Dividend Tax credit (1) Totaldistributed (€ per share) income

(€ per share) (€ per share)

2001 0.17 0.085 0.2552002 0.09 0.045 0.1352003 0.05 0.025 0.075

(1) Assuming a tax credit of 50%.

The fifth resolution relates to the regulated agreements addressedby Article L.225-38 of the Commercial Code, which are discussed inthe Statutory Auditors’ special report. This report is presented in the statutory financial statements section of the Annual Report.

– Directors’ fees

In the sixth resolution, you are asked to allocate the total amount ofdirectors’ fees for 2005.

As recommended by the Compensation and Selection Committee (seethe Committee’s report included in the Report of the Board of Direc-tors), the Board plans to pay each Director, with the exception of thoseemployed as executives within the group, fees consisting of a fixedportion in the amount of € 30,000 and a variable portion calculatedbased, on the one hand on actual attendance at Board and Committeemeetings and, on the other hand, on the growth in operating performance. Until 2004, this operating performance was measuredin EBIT (1). In 2005, following the recommendation of the Compensationand Selection Committee, EBIT will be replaced by an IFRS indicatorto measure operating performance.

The total proposed fees, amounting to € 870,000, were calculated taking into account:

– the possible nomination of new Board Directors,

– the presence of all Directors at all Board and Committee meet-ings, on the basis of 6 meetings of the Board of Directors and 23 meetingsin total for the various Board Committees,

– the successful achievement of the Company’s maximum operat-ing performance goal.

This total amount corresponds to the maximum sum that the Com-pany might be called upon to pay to its Board Directors.

– Terms of office of Statutory Auditors

Following the resignation of Mr. François Bouchon from his duties as permanent statutory auditor, which will take effect at the end ofthe Annual Meeting, the alternate statutory auditor, the CompanieFiduciaire Nationale d’Expertise Comptable (FNEC), will assume the roleof permanent statutory auditor. In the seventh resolution, we ask you to fill the newly vacant alternate statutory auditor position by nominating, with the approval of the Audit Committee, Mr. EmmanuelVillaeys to complete the term of his predecessor. This term will expireupon conclusion of the Annual Shareholders’ Meeting asked toapprove the accounts of fiscal year 2005.

In the eighth resolution, we propose, in accordance with the recommendations of the Audit Committee, to appoint the COREVISEfirm to the duties of alternate statutory auditor to replace Mr. Michel Sibi who resigned, and to complete its predecessor’s term.The term will expire upon conclusion of the Annual Shareholders’Meeting asked to approve the accounts of fiscal year 2005.

– Stock buyback plan and stock cancellation

In the Additional Information section (chapter entitled “General infor-mation regarding capital”) of the Annual Report, you will find a reporton the use, during 2004, of the stock buyback authorizations granted previously by the Shareholders’ Meeting.

Because of significant changes to legal and regulatory provisionsbased on the European Directive on Market Abuse and the General Regulations of the AMF (Autorité des Marchés Financiers), we are asking you to approve the ninth resolution, authorizing the companyto transact in its own shares pursuant to a stock buyback plan consis-tent with the new regulations, and providing the Board of Directorswith the authorizations necessary to carry out this plan.

The goal of the new stock buyback plan proposed for approval is torepurchase Company shares to in order to permit:

– their retention and later remittance (in exchange, payment orother purpose) as part of external growth operations; or

– the implementation of all Company stock option plans subject tothe provisions of Articles L. 225-177 and ff. of the Commercial Code; or

– the allotment of shares to employees in recognition of their contribution to company growth and implementation of all companysavings plans in accordance with the terms provided by law, in particular Articles L. 443-1 and ff. of the Labor Code; or

– the allotment of bonus shares subject to the provisions of Articles L. 225-197-1 and ff. of the Commercial Code; or

– the remittance of shares during the exercise of rights attached tosecurities giving rights to capital through redemption, conversion,exchange, presentation of a warrant or any other way; or

– the recourse to the secondary market or liquidity of the Havasshare through an investment service provider under a liquidity contract that complies with the ethics charter recognized by the AMF;all purchases, sales or transfers by any and all means through aninvestment service provider in non-market transactions; or

– the cancellation of all or part of the securities bought back, pro-vided the terms of the tenth resolution are ratified by the ExtraordinaryShareholders’ Meeting. The maximum purchase price of shares shall be € 9 per share (or theequivalent value of this amount in another currency on the same date).

Detailed information concerning this plan is provided in the documentsigned by the Autorité des Marchés Financiers and available at company headquarters.

Consequently, the Board of Directors proposes that it be authorized topurchase company stock. The number of company shares purchased and held as treasury stockover the term of the plan should not exceed 10% of share capital as calculated on the dates of stock acquisition.

The authorization to purchase company shares may be utilized for aperiod of eighteen months following the date of the Annual Share-holders’ Meeting.

(1) EBIT is defined as the sum of operating income, the portion of the income of the equityaffiliates, and the extraordinary income and before amortization of goodwill.

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– Stock subscription and/or purchase optionsand bonus allotment of existing shares

As recommended by the Compensation and Selection Committee (anddetailed in its report), the Board of Directors is asking you to modify itsincentive policy for top managers and employees of the Group by partially replacing stock options with a system of bonus allotment ofexisting “performance” shares.

Despite the novelty of this system, the Compensation and SelectionCommittee found this partial replacement to be desirable for two main reasons. Firstly, in doing so, Havas will benefit from an incentive toolwidely used in English-speaking countries (and thus by Havas’ maincompetitors). Secondly, the allocation of free shares engenders lessdilution over time. The combination of free shares with stock optionsresults in the granting of a significantly smaller number of sharesoverall. With regards to stock options, the Board would like to pointout that, as of March 31, 2005, potential dilution associated with previously allocated stock options that can be bought “with pocketchange,” meaning at an exercise price below € 5.00, is 3.44%.

Consequently, the Board requests the authorization in the eleventhresolution to offer stock subscription or purchase options within thelimit of 1% of share capital to employees and Board members of Havasor its subsidiaries. In addition, in the twelfth resolution, you are askedto authorize the bonus allotment of existing shares to employees andBoard members of Havas and its subsidiaries within the limit of 0.5%of capital. The allotted shares shall be purchased by the Company aspart of its stock buyback plan. Therefore, the allocation will not requirethe issue of new shares.

The Board notes that the policy of granting options and of allottingbonus shares is based on performance and seniority.

For executives and key managers, the exercise of stock subscriptionor purchase options granted in 2005 is contingent upon the evolutionof the average ratio of operating income/gross profits over a period ofthree years, during which the option holders must remain executivesor employees of the Group.

The acquisition of bonus shares will depend upon the growth of Havas’fully diluted cash earning per share (2) over a 2-year period as com-pared with its main competitors. Please keep in mind that the rightsof the beneficiaries of bonus shares only become permanent after a 2-year “acquisition” period during which the holders must remainexecutives or employees within the Group. This period is followed by a2-year “conservation” period during which the holders must hold onto their shares.

For those employees of operating subsidiaries who are not key managers, the allocation of options is likewise dependent on senior-ity and performance. Until 2004, performance was evaluated basedon the EBIT(2) and organic growth. Starting in 2005, performance willbe evaluated using an indicator for measuring operating performanceunder IFRS standards.

All of these elements are described in detail in the report of the Compensation and Selection Committee provided in the Report of theBoard of Directors.

– Company Savings Plan

In accordance with the provisions of the Law on Employee SavingsPlans, we are asking you to ratify the thirteenth resolution that willauthorize the Board of Directors to increase share capital, within themaximum limit of 2% of capital, with the elimination of the preferentialsubscription right, in order to issue stock, when necessary, to bereserved for employees as part of a Company or Group Savings Plan.We are requesting a new authorization that will nullify and replacethat granted during the Annual Shareholders’ Meeting held on May26, 2004 (which concerned 1.16% of the capital) with the aim of allow-ing implementation of an expanded employee saving plan open to allemployees in the principal countries where the Group is established.

– Directors’ terms of office

We remird you that, being listed on both the Euronext and the NASDAQ,the rules relating to the independence of Havas’ Board Directors arederived both from the recommendations issued in France as set forthin the Bouton Report and from the regulatory provisions governingthe NASDAQ. In this context, the Board has carefully examined itsmakeup and that of its committees with the goal of increasing theirexpertise and independence. Thus, the Board is proposing not onlythe renewal of the terms of office of Directors whose terms will expireat the next Shareholders’ Meeting, but also the appointment of threenew Directors. It has also decided to revise the composition of theAudit Committee and the Compensation and Selection Committee inorder for them to be solely comprised of Independent Directors, asdefined by NASDAQ regulations and recommendations in the Boutonreport. The Board will carry out this restructuring of the group’s twomain committees after the Annual Shareholders’ Meeting taking intoaccount the new composition of the Board of Directors.

The fifteenth, sixteenth and seventeenth resolutions call for therenewal for another three years of the terms of office of the followingDirectors:

–Mr. Boutinard-Rouelle, independent Board Director, based on hisexperience in the media world and his continuous contributions to theAudit and Strategic Planning Committees.

–Mr. Thierry Meyer, as Chairman of the Compensation and SelectionCommittee, was instrumental in the implementation of innovativecompensation systems through the introduction of operating and stock market criteria. This makes his expertise a key asset to the Board. As he cannot be considered as an Independent Directoraccording to the criteria laid out in the Bouton report, if his term ofoffice is renewed, Mr. Meyer will resign from the Compensation andSelection Committee following the Annual Shareholders’ Meeting.

– Mr. Jacques Séguéla, one of the most prominent figures in theFrench advertising, brings to the Board his practical vision of theadvertising industry, and is a great source of creativity for the Group.Moreover, Jacques Séguéla has been responsible for the Citroënaccount, one of the group’s principal accounts, for the past 20 years.

(2) Diluted earnings per share before amortization of goodwill, as defined by the IFRSstandards.

In addition, in order to strengthen the Board’s expertise and inde-pendence, we propose, in the eighteenth, nineteenth and twentiethresolutions, to appoint, for a term of three years, three new BoardDirectors who meet the various criteria of independence and whosecandidacies have been examined by the Selection Committee beforebeing presented to the Board.

– Laurence Parisot Laurence Parisot holds a Master's degree in Public Law and a DEA(equivalent to an MPhil) in Politics and is a graduate of the Institut d’Etudes Politiques de Paris. She began her career in 1985 as aresearcher and, in 1986, became CEO of the Institut Louis HarrisFrance. In addition to her duties as President of the French Institute of Public Opinion (IFOP – annual revenue: € 32 million), a position she has held since 1990, she has also been Chairman and Chief Executive Officer of Optimum since 2003, the French leader in cup-board doors with revenue of € 45 million.Laurence Parisot is a member of the Executive Committee and of theOffice of the Executive Committee of the MEDEF (Mouvement desEntreprises de France), of the Economic and Social Committee, of theAdvisory Board of Ernst and Young and of the Supervisory Board ofEuro Disney SCA since 2000. Mrs. Parisot has indicated that she willresign from the Advisory Board of Ernst &Young if the Shareholders'Meeting elects her to the Board of Havas.Ms. Parisot will contribute her research expertise to Havas, more particularly to MPG its media expertise network.

–Mr. Michel RougerAfter receiving his education at the Technical Institute of Economic andSocial Forecasting (ITPES), Michel Rouger began his career in the transport sector (1945-1955) and contributed to the creation anddevelopment of the Sofinco bank (1956-1984) as director of operationsand risks. In 1985, he joined the Suez group as assistant general manager of Sofiroute, leading several financial subsidiaries. He servedas Chief Executive Officer of Cogiroute La Henin from 1985 to 1999 andas Chairman of Céfina SA from 1989 to 2000. He has been a judge withthe Commercial Court of Paris since 1980 and acted as presiding judgefrom 1992 to 1995. When the rescue plan for Crédit Lyonnais was drawnup in 1995, he was named President of the Consortium de réalisation(CDR). He left that position in the beginning of 1998.Since 1998, Michel Rouger has been pursuing activities as a con-sultant, arbitrator, mediator and independent director (Bouygues,Lagardère). In 2001, he created the Institut Presaje (Prospective SocialResearch Studies Applied to Justice and the Economy) and acts as theinstitute’s president. He is a member of the board of the AssociationInternationale de Droit Economique (AIDE) and is a director of a Belgiantechnical and scientific publishing group.

–Mr. Pierre Bouchut Pierre Bouchut graduated from the HEC School of Management andalso holds a Masters’ degree in applied economics from ParisDauphine. He started his career in 1979 with Citibank Paris and then moved to Bankers Trust France SA as Vice-Chairman and ChiefFinancial Officer in 1987. In 1988, he began work as a consultant withMcKinsey & Company in the areas of Corporate Finance and Integrated Logistics. In 1990, he was hired as Chief Financial Officerof the Casino Group, which he left in 2005 as Director and Chief Operating Officer. Mr. Bouchut was recently appointed as the ChiefFinancial Officer of the Schneider Group.Mr. Bouchut offers a wealth of financial expertise. Importantly, hemeets the criteria of Audit Committee Financial Expert as defined by Securities Exchange Commission regulations. As stipulated byNASDAQ regulations, the Company must nominate to its Audit Committee a financial expert who is knowledgeable about Americanaccounting norms (US GAAP) and has proven experience in the prepa-ration, audit, analysis and evaluation of complex financial reports suchas those of Havas.Therefore, if Mr. Bouchut’s nomination as Director is approved duringthe Annual Shareholders’ Meeting, his candidacy for the Audit Committee will also be submitted to the Board of Directors.

– ProcedureAs a result of the proposed resolutions to elect four Board Directors submitted by Bolloré Médias Investissements, the Board of Directorscould have a number of Directors greater than the legal and statutorylimit of 18 after approval of the resolutions by the Shareholders' Meeting. This is why, in the absence of legal provisions governing this situation, the Board of Directors is proposing, in the fourteenthresolution, that only the candidates who have won the largest numberof votes up to a maximum of 18 Board members be elected. The Boardof Directors is, therefore, submitting this question to the Shareholders’Meeting in the interest of shareholder democracy.

The twenty-first resolution grants the power to carry out all for-malities provided by law.

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– Proposed resolutions submitted by BolloréMédias Investissements and not recommendedby the Board of Directors

Bolloré Médias Investissements has submitted four resolutions toelect the following Directors: –Bolloré Médias Investissements, which has named Marc

Bébon as permanent representative; – Vincent Bolloré;–Bolloré Investissement, which has named Cédric de Baillien-

court as permanent representative; – Thierry Marraud.

The Havas Board of Directors met on April 28, 2005 and unani-mously decided to recommend that shareholders vote against theseresolutions submitted by Bolloré Médias Investissements.

HAVAS: RECOMMENDATION OF THE BOARD OF DIRECTORS ON THERESOLUTIONS SUBMITTED BY BOLLORÉ MÉDIAS INVESTISSE-MENTS

The Board of Directors of Havas, chaired by Alain de Pouzilhac, metyesterday and reviewed the resolutions proposed by Bolloré MédiasInvestissements seeking the election of four Directors at theShareholders' Meeting of June 9, 2005.

The Board unanimously decided to recommend that Havas share-holders vote against the resolutions submitted by Bolloré MédiasInvestissements.

The reason for this recommendation is that, with regard to the inten-tions of Bolloré Médias Investissements, there has been to date noreply to the letter on this question sent on December 14, 2004, at therequest of the Board of Directors.

In addition, no explanations were provided to accompany the proposedresolutions, particularly relating to strategy, which would allow shareholders at the time of the vote, to understand the consequencesof such resolutions and allow them to evaluate, with complete trans-parency, the consequences of the representation of Société BolloréMédias Investissements on the future strategy of the Group and itspotential for creating shareholder value.

The Board of Directors, in line with the unanimous recommendationof the Havas Executive Committee, is expressing its desire to allowthe Group, at a decisive turning point in its business, to continue itsgrowth, based on a strong and coherent strategy, which has been fullyexplained to clients and shareholders and, most importantly in thispeople-business, to all employees of the Group.

After giving its recommendation, the Board of Directors defers to theShareholders' Meeting, in compliance with its general policy to respectshareholding democracy with full transparency.

Biographies

– Michel Boutinard Rouelle,Director since March 1997.A graduate of the Political Science Institute in Paris and the FrenchNational School of Public Administration (ENA), Michel BoutinardRouelle began his career in government and public affairs beforebecoming Advisor to the Prime Minister in 1986. After joining VivendiUniversal Publishing, a French media group, in 1989, he held theposition of Chairman and Chief Executive Officer of Vivendi UniversalPublishing’s affiliate, Havas Media Communication, from 1995 to1999. He served as Vice-Chairman of the Executive Committee of Vivendi Universal Publishing from 1997 to 1998. He became anindependent consultant in 1999 and then, in June 2003, joined LaPoste Group as Vice-President in charge of print media. He is also amember of the Havas’s Audit Committee and, since September 2003,of the Strategic Planning Committee. Mr. Boutinard-Rouelle holds24,029 shares in the Company

– Thierry Meyer, Director since June 1995, Chairman of the Compensation and Selection Committee.A graduate of the Free University in Brussels (ULB) and Harvard University, Thierry Meyer began his career in 1964 in the marketingdepartment of Philips Electronics N.V., a Dutch electronics company.From 1969 through 1990, he served as chairman of several subsidiaries of this group including Philips France. From 1990 to 1995,he was a member of the Group Management Committee of Philips,successively as Chairman of Philips Consumer Electronics and Chairman of its European divisions. From 1995 to 2002, he was a boardmember and advisor to a number of multinational companies, principally in the telecommunications field. Mr. Meyer holds 40,127 shares in the Company.

– Jacques Séguéla,Director since June 1992.Jacques Séguéla, who holds a doctoral degree in pharmacy, beganhis career as a reporter for Paris Match and then for France Soir. In1969, he created RSCG, which merged with Eurocom in 1992 to createEuro RSCG Worldwide, today named Havas, of which he became Vice-Chairman and Chief Creative Officer. He is the author of numer-ous books on advertising and has been involved in several campaignsfor the election of political figures. Mr. Séguéla holds 3,645 shares inthe Company.

– Laurence Parisot,Candidate for Director.Laurence Parisot holds a Masters in Public Law and a DEA (equivalentto an MPhil) in Politics and is a graduate of the Institut d’Etudes Politiques de Paris. She began her career in 1985 as a researcher and,in 1986, became CEO of the Institut Louis Harris France. In addition to her duties as President of the French Institute of Public Opinion

(IFOP – annual revenue: € 32 million), a position she has held since1990, she has also been Chairman and Chief Executive Officer of Optimum since 2003, the French leader in cupboard doors with revenue of € 45 million.Laurence Parisot is a member of the Executive Committee and of theOffice of the Executive Committee of the MEDEF (Mouvement desEntreprises de France), of the Economic and Social Committee, of theAdvisory Board of Ernst and Young and of the Supervisory Board ofEuro Disney SCA since 2000. Mrs. Parisot has indicated that she willresign from the Advisory Board of Ernst &Young if the Shareholders'Meeting elects her to the Board of Havas.

– Michel Rouger,Candidate for Director.After receiving his education at the Technical Institute of Economic andSocial Forecasting (ITPES), Michel Rouger began his career in thetransportation sector (1945-1955) and contributed to the creation anddevelopment of the Sofinco bank (1956-1984) as director of operationsand risks. In 1985, he joined the Suez group as assistant general manager of Sofiroute, leading several financial subsidiaries. He servedas Chief Executive Officer of Cogiroute La Henin from 1985 to 1999 andas Chairman of Céfina SA from 1989 to 2000. He has been a judge withthe Commercial Court of Paris since 1980 and acted as presiding judgefrom 1992 to 1995. When the rescue plan for Crédit Lyonnais was drawnup in 1995, he was named President of the Consortium de réalisation(CDR). He left that position in the beginning of 1998.Since 1998, Michel Rouger has been pursuing activities as a con-sultant, arbitrator, mediator and independent director (Bouygues,Lagardère). In 2001, he created the Institut Presaje (Prospective SocialResearch Studies Applied to Justice and the Economy) and acts as theinstitute’s president. He is a member of the board of the AssociationInternationale de Droit Economique (AIDE) and is a director of a Belgiantechnical and scientific publishing group.

– Pierre Bouchut,Candidate for Director.Pierre Bouchut graduated from the HEC School of Management andalso holds a masters’ degree in applied economic sciences from ParisDauphine. He started his career in 1979 with Citibank Paris and then moved to Bankers Trust France SA as vice-chairman and chieffinancial officer in 1987. In 1988, he began work as a consultant withMcKinsey & Company in the areas of Corporate Finance and Inte-grated Logistics. In 1990, he was hired as chief financial officer of theCasino Group, which he left in 2005 as director and chief operatingofficer. Mr. Bouchut was recently appointed Chief Financial Officer ofthe Schneider Group.

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Text of the resolutions presented by the Board of Directors

–First resolution(Review and approval of the statutory financial statements for theyear ended December 31, 2005)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of the report prepared by the Board of Directors on the year endedDecember 31, 2004, and the general report of the Auditors on the performance of their audit and control mission, approves the report ofthe Board of Directors and the statutory accounts for said year, as theyhave been presented, as well as all operations reflected therein. The Shareholders’ Meeting, pursuant to Article 223 quater of the General Tax Code also approves the expenses and charges stipulatedin Article 39-4 of said Code, which total € 33.883 and which, given thedeficit tax result, have reduced the deficit to be carried forward by the same amount.

–Second resolution(Review and approval of the consolidated financial statements for fiscal year 2004)

The Shareholders’ Meeting, deliberating with the quorum and major-ity required for ordinary shareholders’ meetings, after a reading of thereport prepared by the Board of Directors on the year ended Decem-ber 31, 2004, and the general report of the Statutory Auditors on theperformance of their audit and control mission, approves the report ofthe Board of Directors as well as the financial statements for saidyear, as they have been presented, as well as all operations reflectedtherein.

–Third resolution (Transfer of the special reserve for long-term capital gains to the “Other Reserves” and “Legal Reserve” accounts)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors and pursuant to the provisions of Article 39 IV of Corrective Finance Law 2004-1485 of December 30,2004, hereby resolves that the amounts in the special reserve of long-term capital gains, which totals € 81,062,182.36, including € 161,603.59 as legal reserve, shall be transferred as follows:

– € 161,603.59 to a legal reserve sub-account;

– € 80,900,578.77 to the “Other Reserves” account.In addition, the Shareholders’ Meeting decides to withdraw from theitem “Other Reserves” the sum of € 2,014,056.00 representing theexception tax of 2.5% due for said transfers, to credit it to the “RetainedEarnings” item from which this tax was withdrawn at December 31,2004.

–Fourth resolution (Allocation of results for the year)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, notes that accountsclosed at December 31, 2004, and approved by this Shareholders’Meeting show a loss of € 9,518,533, and decides to allocate this lossto the “Retained Earnings” account which, taking into account thedebit to this account at December 31, 2004 of the special tax of 2.5%in the amount of € 2,014,056.00 and the credit to this account of thereimbursement of the dividend withholding paid in 2000 in the amountof € 3,789,667, shall equal € (7,742,921).

The Shareholders’ Meeting resolves to charge this net debit balance of€ 7,742,921 to the “Issue Premium” account.

The Shareholders’ Meeting notes that the distributable earnings consist of:

– a withdrawal from the “Contribution Premium” equal to: € 29,791,281.03 and decides to appropriate it as follows:

– dividend (0.07 euro per share) € 29,791,281.03

This dividend shall be paid on June 14, 2005.

The Company will not collect a dividend for the shares that it holdswhen the coupon is detached. From the amount above, a reserve hasbeen created in an amount equal to the estimate of the shares thatmay be created between this date and the payment of the dividendthrough an exchange with the shares of SNC or Circle.com stock (ofSnyder Communications Inc.) resulting from the exercise of optionsof this Company, or through the exercise of Havas stock options. Any difference in the number of Havas shares that may be held by theCompany or in the number of shares created as indicated above, notedon the date the coupon is detached, shall result in an adjustment of thewithdrawal from the “Contribution Premium” account.

Pursuant to Article 243 bis of the General Tax Code, all dividends paid,namely an amount of € 29,791,281.03, would be eligible for the 50%allowance cited in Article 158 (3) (2) of the General Tax Code.

The Shareholders’ Meeting notes that the dividends distributed for thelast three years were as follows:

Year Dividend distributed (in euros per share)

2001 0.162002 0.082003 0.05

These dividends were not eligible for the 50% allowance cited in Arti-cle 158 3:2 of the General Tax Code.

It is specified that the dividend distributed in 2003, 2002 and 2001 was adjusted by applying a coefficient of 0.93254 resulting from thecapital increase with maintenance of the preferential subscriptionright completed on October 19, 2004.

The Shareholders’ Meeting notes that the dividends distributed for thelast three years were as follows:

Year Number of Dividend Tax credit * Total incomeshare distributed (in (in € (in €

remunerated € per share) per share) per share)

2001 294,482,917 0.17 0.085 0.2552002 297,084,131 0.09 0.045 0.1352003 298,825,111 0.05 0.025 0.075

* Assuming a tax credit of 50%.

–Fifth resolution(Approval of the regulated agreements described in Article L. 225-38 of the Commercial Code)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thespecial report of the Statutory Auditors on the agreements describedin Article L 225-38 of the Commercial Code, approves the new agree-ments described therein and the continuation of previously author-ized agreements.

–Sixth resolution (Determination of the directors’ fees for 2005)

The Shareholders’ Meeting, voting with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, sets the total amount of directors’fees allocated to the Board of Directors for fiscal 2005 at € 870,000.

–Seventh resolution (Replacement of Société Fiduciaire Nationale d’ExpertiseComptable – Fnec, Alternate Auditor)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of the report of the Board of Directors, taking into account that SociétéFiduciaire Nationale d’Expertise Comptable – FNEC has become Statutory Auditor following the resignation of François Bouchon,hereby appoints Emmanuel Villaeys as Alternate Statutory Auditor to replace Société Fiduciaire Nationale d’Expertise Comptable – FNECfor the remainder of the term of office of said company, which is until the end of Shareholders’ Meeting called to approve the financialstatements for fiscal year 2005.

–Eighth resolution (Replacement of Michel Sibi, Alternate Statutory Auditor)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, hereby appoints the COREVISE firm,as Alternate Statutory Auditor to replace Michel Sibi, resigning Alter-nate Auditor, for the remainder of the term of office of Mr. Sibi, whichis until the end of the Shareholders’ Meeting called to approve thefinancial statements for fiscal year 2005.

–Ninth resolution (Authority given to the Board of Directors to trade in the Company’sshares)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors and the information notice required bythe Autorité des Marchés Financiers, hereby authorizes the Board ofDirectors, with the option of sub-delegation, pursuant to the terms ofArticle L. 225-09 of the Commercial Code, to purchase shares of theCompany’s stock in order to:

– retain them or remit them at a later date (in exchange, payment orother purpose) as part of external growth operations; or

– implement any stock option plan of the Company subject to theprovisions of Article L. 225-177 and ff. of the Commercial Code; or

– allot shares to employees in recognition of their contribution tocompany growth and to implement any company savings plan subjectto the terms stipulated by law, particularly Articles L. 433-1 and ff. ofthe Labor Code; or

–allot bonus shares subject to the provisions of Articles L. 225-297-1and ff. of the Commercial Code; or

– remit shares during the exercise of rights attached to securitiesgiving rights to capital through redemption, conversion, exchange,presentation of a warrant or in any other way; or

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– have recourse to the secondary market or liquidity of the Havasshare through an investment service provider under a liquidity con-tract that complies with the ethics charter recognized by the Autoritédes Marchés Financiers;

– the execution of purchase or sale transactions or transfers by anyand all means through an investment service provider in non-markettransactions;

– cancel all or part of the securities bought back, subject to theadoption by the Extraordinary Shareholders’ Meeting of the tenthResolution hereinafter and under the conditions stipulated therein.

The purchase of shares of the Company’s stock may involve a numberof shares limited as follows:

– the number of shares that the Company purchases during thebuyback program shall not exceed 10% of the shares comprising thecapital of the Company, at any time; this percentage shall apply tocapital adjusted as a function of capital operations subsequent to thisShareholders’ Meeting, i.e. for information, 428,832,440 shares atDecember 31, 2004;

– the number of shares that the Company will hold at any time maynot exceed 10% of the shares comprising the capital of the Company.

Shares may be purchased, sold or transferred at any time (includingduring a tender offer period) and by all means, including on the mar-ket and over the counter:

– through the purchase or sale of blocks (without limiting the per-centage of the buyback program that may be performed using thismethod);

– or through the use of options or other forward financial instru-ments traded on a regulated market or over the counter;

– or following the issue of securities giving rights to the capital of theCompany through conversion, exchange, redemption, exercise of awarrant or in any other manner.

The maximum purchase price of the shares under this resolution shallbe € 9 per share (or the equivalent value of this amount in anothercurrency on the same date).

The total amount allocated to the aforementioned stock buyback program may not be greater than € 320 million.

This authorization voids as of this date, in the amount of any portionnot yet used, any prior delegation given to the Board of Directors to trade in the shares of the Company. It is granted for a period ofeighteen months from this date.

The Shareholders’ Assembly hereby delegates to the Board of Directors,in the event of a change in the par value of the share, a capital increasethrough capitalization of reserves, a bonus allotment of shares, a stock

split or reverse split, a distribution of reserves or any other assets,amortization of capital, or any other operation on equity capital, thepower to adjust the aforementioned purchase price in order to takeinto account the impact of such operations on the value of the share.

The Shareholders’ Meeting grants all powers to the Board of Directors,with the option of sub-delegation under legal conditions, to decide andimplement this authority, and in order to specify, if necessary, theterms and define the conditions thereof, with the option to delegate,subject to legal requirements, the execution of the buyback programand, in particular, to place any market order, enter into any agree-ment for keeping records of stock purchases and sales, file all decla-rations with the Autorité des Marchés Financiers and any other authoritythat may replace it, perform all formalities and, generally, to do whatis necessary.

–Tenth resolution (Authority granted to the Board of Directors to reduce the sharecapital through the cancellation of treasury shares)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for extraordinary shareholders’ meetings, after a reading ofthe report of the Board of Directors and the special reports of the Audi-tors, hereby authorizes the Board of Directors to reduce the sharecapital, on one or more occasions, in the proportion and at the time ofits choice, through the cancellation of treasury shares held under theconditions and within the limits set by Articles L. 225-209 and ff. ofthe Commercial Code.

The maximum number of shares that may be cancelled by the Companyunder this authority, for a period of twenty-four months, is ten percent(10%) of the shares representing the capital of the Company; it is notedthat this limit shall apply to an amount of the Company’s capital whichshall be adjusted, if necessary, to take into account operations affect-ing the share capital executed after this Shareholders’ Meeting.

This authorization cancels, as of this date, in the amount of any portionnot yet used, any prior delegation granted to the Board of Directors toreduce the share capital through the cancellation of treasury shares.It is granted for a period of twenty-six months from this date.The Shareholders’ Meeting grants all powers to the Board of Directors,with the option of sub-delegation, to execute the capital reduction orreductions that may be decided under this authorization, amend thebylaws accordingly, and perform all formalities.

–Eleventh resolution (Authority granted to the Board of Directors to issue stock optionsto employees or Board members)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for extraordinary shareholders’ meetings, after a reading ofthe report of the Board of Directors and the special report of theAuditors, hereby delegates to the Board of Directors, subject to theprovisions of Articles L. 225-177 to L. 225-185 of the Commercial Code,with the option of sub-delegation under the conditions set by law, thepower to grant, on one or more occasions, to the employees or Boardmembers it shall determine within the Company and/or its subsidiaries, subject to the conditions stipulated in Article L. 225-180of the Commercial Code, options to new shares of the Company and/oroptions to purchase existing shares of the Company resulting from buybacks effected by the Company under the conditions defined by law, up to a maximum of 1% of the capital on the date of allotmentby the Board of Directors.

In the case of options for new shares, the shareholders hereby waivetheir preferential right to subscribe to the shares that will be issued infavor of the employees and Board members who are the beneficiariesof such options. The increase in the share capital resulting from theexercise of the options shall be definitively executed by the sole fact of the declaration of the exercise of an option accompanied by the subscription forms and payments which may be made in cash or byset-off with claims against the Company.

The price to be paid when the stock options for new or existing sharesare exercised shall be set by the Board of Directors on the date theoptions are granted and shall be equal (i) for options for new shares,to the average of the opening prices quoted for the twenty (20) tradingdays prior to the date on which the options are granted; and (ii) foroptions to existing shares, to a price that may not be less than thevalue indicated in (i) above nor less than 80% of the average purchaseprice of the shares held by the Company under Articles L. 225-208and L. 225-209 of the Commercial Code. If the Company executes oneof the transactions stipulated in Article L. 225-181 of the CommercialCode, the Board of Directors shall take, under the conditions stipu-lated by the regulations in force at the time, the measures necessaryto protect the interests of the beneficiaries, including, if applicable,adjusting the number of shares that may be obtained through theexercise of the options granted to the beneficiaries to take into con-sideration the impact of said transaction.

The Shareholders’ Meeting confers all powers on the Board ofDirectors to set the periods during which the options may be exer-cised; it is specified that the valid period for the options may not exceeda period of ten years from the date they are granted. The Board shallalso define the conditions governing the purchase of new or existingshares.

The Shareholders’ Meeting also grants all powers to the Board ofDirectors, acting subject to the conditions define above, to grant theaforementioned stock option, to set the terms and conditions, to noteeach year the number of shares subscribed and the correspondingincrease in the share capital, to amend the bylaws accordingly and,more generally, to perform all formalities required.

This authority completes the authority granted for the issue of stockoptions on new shares by the Combined Ordinary and ExtraordinaryShareholders’ Meeting of May 21, 2003. It is granted for a period ofthirty eight months from the date of this Shareholders’ Meeting.

–Twelfth resolution(Authority to be granted to the Board of Directors to allot bonusshares to all or some employees of the Group)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for extraordinary shareholders’ meetings, after a reading ofthe report of the Board of Directors and the special report of theStatutory Auditors:

– 1. authorizes the Board of Directors, subject to the provisions ofArticles L. 225-197-1 and ff. of the Commercial Code, to make bonusallotments of existing shares, on one or more occasions, to benefi-ciaries that it shall determine from among the employees of theCompany or companies or groups affiliated with the Company subject to the conditions stipulated in Article L. 225-197-2 of said Codeand the Board members stipulated in Article L. 225-197-1, II, subjectto the conditions defined hereinafter;

– 2. decides that the existing shares allotted under this authoritymay not represent more than 0.5 % of the share capital on the date ofthe Board Directors’ decision;

– 3. decides that the allotment of said shares to the beneficiariesshall become definitive at the end of a minimum acquisition period oftwo years, and that beneficiaries must retain said shares for a mini-mum period of two years from the date of the definitive allotment ofsaid shares;

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– 4. confers all powers on the Board of Directors to implement thisauthority and to:• determine the identity of the beneficiaries of the share allotmentsamong the Board members as provided in Article L. 225-197-1 II andthe employees of the Company or of the aforementioned companies orgroups;• set the conditions and, if necessary, the criteria for the allotment ofthe shares;

– 5. notes that, in the event the Board of Directors uses this author-ity, it shall inform the Ordinary Shareholders’ Meeting every year ofthe operations completed under the provisions of Articles L. 225-197-1to L. 225-197-3 of the Commercial Code, subject to the conditions setforth in Article L. 225-197-4 of said Code;

– 6. decides that this authority is granted for a period of eighteenmonths as of this date.

–Thirteenth resolution(Authority to be given to the Board of Directors to decide on anincrease of the share capital through the issue of shares reservedfor employees, with suppression of the preferential subscriptionright to the benefit of said employees)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for extraordinary shareholders’ meetings, after a reading ofthe report of the Board of Directors and the special report of theAuditors, and pursuant to the provisions of Articles L.225-129 and ff.and L. 225-138-1 of the Commercial Code and pursuant to the provi-sions of Articles L. 443-1 and ff. of the Labor Code:

– 1. delegates to the Board of Directors the powers necessary todecide on a capital increase, on one or more occasions, up to a maxi-mum number of shares representing 2% of the share capital on thedate of the Board’s decision, through issue of shares or securities giving rights to the capital reserved for the participants in one or morecompany savings plans (or any other plan for the members of which,under Article L. 443-5 of the Labor Code, a capital increase may bereserved under equivalent conditions) which would be establishedwithin the Havas Group formed by the company and the French orinternational companies included within the scope of consolidation orcombination of the accounts of the company pursuant to Article L. 444-3 of the Labor Code (the “Havas Group”);

– 2. set the term of validity of this resolution at twenty-six monthsfrom the date of this Meeting;

– 3. decides that the issue price of the shares or new securities giv-ing rights to the capital shall be determined under the conditions setforth in Article L. 443-5 of the Labor Code and shall be at least equalto 80% of the Reference Price (as this term is defined hereinafter);however, the Shareholders’ Meeting expressly authorizes the Boardof Directors, if it deems appropriate, to reduce or eliminate the afore-mentioned discounts, within legal and regulatory limits, in order totake into account, among other requirements, local legal, accounting,fiscal or social regulations; for the purposes of this paragraph, thereference price equals the average of the opening prices of the com-pany’s share quoted on the Euronext Eurolist during the twenty tradingdays prior to the decision setting the opening date of subscription forthe participants in the company savings plan;

– 4. decides, as an exception to paragraphs 1 and 3 above, withrespect to the shares that may be reserved for the employees of thecompanies of the Havas Group operating in the United States, that theBoard of Directors may decide that: • (i) • the issue price of the new shares shall be, subject to compliancewith the applicable French regulations and legal provisions and pursuant to the stipulations of Article 423 of the American tax code(Section 423 of the Internal Revenue Code “IRC”), at least equal to85% of the price of the company’s share on the Euronext Eurolist onthe date of the decision setting the opening date of the period of subscription to the capital increase reserved for the employeesdescribed in this paragraph 4; and • (ii) • the number of shares issued in the issues cited in this para-graph 4 may not represent more than 1 % of the share capital on thedate of the Board’s decision; this percentage of share capital shall becharged against the 2 % ceiling of share capital stipulated in para-graph 1 above;

– 5. authorizes the Board of Directors to allot, without charge, tothe beneficiaries defined above, in addition to the shares or securitiesgiving rights to share capital to be subscribed in cash, shares or securities giving right to the capital to be issued or already issued, insubstitution for all or part of the discount on the Reference Priceand/or employer’s contribution; it is understood that the advantageresulting from this allotment may not exceed legal or regulatory limitspursuant to Articles L.L. 443-5 and L. 443-7 of the Labor Code;

– 6. decides to eliminate, in favor of the aforementioned benefici-aries, the preferential subscription rights of shareholders to the secu-rities covered by this authority; said shareholders also waive any rightsto the bonus shares or securities giving rights to the capital whichmay be issued under this resolution;

– 7. decides that the Board of Directors shall have all powers toimplement this delegation, with the option to sub-delegate, under thelegal conditions, and within the limits and subject to the conditionsset forth above, to set the issue and subscription conditions, note thecompletion of the resulting capital increase, and amend the bylawsaccordingly and, in particular:• to determine, under legal conditions, the list of the companies whosecurrent and retired employees may subscribe to the shares or secu-rities giving rights to the capital so issued and benefit, if applicable,from the bonus shares or securities giving rights to the capital;• to decide that subscriptions may be made directly or through collec-tive employee mutual funds or other vehicles or entities permitted byapplicable laws or regulations;• to determine the conditions of seniority that must be met by benefi-ciaries of the capital increases;• as applicable, to charge the costs of capital increases against theamount of the related premiums and to withdraw from this amountthe sums necessary to raise the legal reserve to one-tenth of the newcapital resulting from said capital increase;

– 8. decides that this authorization cancels, as of this date, in theamount of any portion not yet used, any prior delegation granted tothe Board of Directors to increase the company’s share capital throughthe issue of shares reserved for the participants in savings plans, withelimination of shareholders’ preferential subscription rights in favor ofsaid participants.

–Fourteenth resolution (Procedure to be followed in the event there are more than thelegal maximum of 18 Board members)

Insofar as, as a result of resolutions submitted to the Shareholders' Meeting, the number of candidates for election to the Board receivingthe required number of votes to join the Board may mean that the number of Directors is greater than the legal maximum of 18.Accordingly only the Directors who receive the largest number of votes,up to the maximum number of Board members allowed by law, shallbe deemed elected to the Board.

–Fifteenth resolution (Re-election of Michel BOUTINARD ROUELLE to the Board of Directors)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, noting that the term of office of MichelBOUTINARD ROUELLE expires at the end of this meeting, herebyrenews his term for a period of three years, until the end of the Share-holders’ Meeting called to approve the financial statements for fiscalyear 2007. Michel BOUTINARD ROUELLE has indicated that heaccepts this office and that he meets the conditions and obligationsrequired by the regulations in force, including the regulations governing the number of corporate offices held.

–Sixteenth resolution (Re-election of Thierry MEYER to the Board of Directors)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, noting that the term of office of ThierryMEYER expires at the end of this meeting, hereby renews his term fora period of three years, until the end of the Shareholders’ Meetingcalled to approve the financial statements for fiscal year 2007. Thierry MEYER has indicated that he accepts this office and that hemeets the conditions and obligations required by the regulations inforce, including the regulations governing the number of corporateoffices held.

–Seventeenth resolution (Re-election of Jacques SÉGUÉLA to the Board of Directors)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, noting that the term of office ofJacques SÉGUÉLA expires at the end of this meeting, hereby renewshis term for a period of three years, until the end of the Shareholders’Meeting called to approve the financial statements for fiscal year 2007. Jacques SÉGUÉLA has indicated that he accepts this office and that hemeets the conditions and obligations required by the regulations inforce, including the regulations governing the number of corporateoffices held.

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–Eighteenth resolution (Election of Mrs. Laurence PARISOT to the Board of Directors)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, hereby elects Mrs. Laurence PARISOTto the Board of Directors for a three-year term, until the end of theShareholders’ Meeting called to approve the financial statements forfiscal year 2007. Mrs. Laurence PARISOT has indicated that she accepts this office andthat she meets the conditions and obligations required by the regu-lations in force, including the regulations governing the number of corporate offices held.

–Nineteenth resolution (Election of Michel ROUGER to the Board of Directors)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, hereby elects Michel ROUGER to theBoard of Directors for a three-year term, until the end of the Share-holders’ Meeting called to approve the financial statements for fiscalyear 2007. Michel ROUGER has indicated that he accepts this office and that hemeets the conditions and obligations required by the regulations inforce, including the regulations governing the number of corporateoffices held.

–Twentieth resolution (Election of Pierre BOUCHUT to the Board of Directors)

The Shareholders’ Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders’ meetings, after a reading of thereport of the Board of Directors, hereby elects Pierre BOUCHUT to theBoard of Directors for a three-year term, until the end of the Share-holders’ Meeting called to approve the financial statements for fiscalyear 2007. Pierre BOUCHUT has indicated that he accepts this office and that hemeets the conditions and obligations required by the regulations inforce, including the regulations governing the number of corporateoffices held.

–Twenty-first resolution(Powers to perform formalities)

The Shareholders’ Meeting, voting with the quorum and majorityrequired for extraordinary shareholders’ meetings, grants all powersto the bearer of an original, a copy, or an excerpt of the minutes of itsdeliberations to perform all formalities required by law and the regu-lations in force.

–Resolution A(Election of Bolloré Médias Investissements to the Board of Directors)

The Shareholders' Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders' meetings, elects Bolloré MédiasInvestissements, a French société par actions simplifiée capitalized at€ 100,000,000 with registered offices at 31/32 quai de Dion Bouton,Puteaux (92800), registered in the Nanterre Trade Register under No. 442 134 177, to the Board of Directors for a term of three years,until the end of the Shareholders' Meeting called to approve the finan-cial statements for fiscal year 2007. Bolloré Médias Investissements has indicated that it has named Marc Bébon, its legal representative, as its permanent representative,that it accepts this office, that both the company and its permanentrepresentative meet the conditions and obligations required by theregulations in force and that, with regard to the rules governing thenumber of corporate offices held, its representative will, if necessary,comply with said rules within the period required.

–Resolution B(Election of Vincent Bolloré to the Board of Directors)

The Shareholders' Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders' meetings, elects Vincent Bolloréto the Board of Directors for a term of three years, until the end of theShareholders' Meeting called to approve the financial statements forfiscal year 2007.Vincent Bolloré has indicated that he accepts this position and that hemeets the conditions and obligations required by the regulations in force and that, with regard to the rules governing the number ofcorporate offices held, he will comply, if necessary, within the periodrequired.

–Resolution C(Election of Bolloré Investissement to the Board of Directors)

The Shareholders' Meeting, deliberating with the quorum and majorityrequired for ordinary shareholders' meetings, elects BolloréInvestissement, a French Société anonyme capitalized at € 368,512,944with registered offices in Ergué Gaberic (29500), ODET, registered inthe Quimper Trade Register under No. 055 804124, to the Board ofDirectors for a term of three years, until the end of the Shareholders'

Meeting called to approve the financial statements for fiscal year 2007.Bolloré Investissement has indicated that it names Cédric de Bailliencourtas its permanent representative, that it accepts this office, that boththe company and its permanent representative meet the conditionsand obligations required by the regulations in force and that, withregard to the rules governing the number of corporate offices held itsrepresentative will, if necessary, comply with said rules within theperiod required.

–Resolution D(Election of Thierry Marraud to the Board of Directors)

The Shareholders' Meeting, deliberating with the quorum and majorityrequired for ordinary Shareholders' Meetings, elects Thierry Marraudto the Board of Directors for a term of three years, until the end of theShareholders' Meeting called to approve the financial statements forfiscal year 2007.Thierry Marraud has indicated that he accepts this position and that he meets the conditions and obligations required by the regulations in force and that, with regard to the rules governing the number ofcorporate offices held, he will comply, if necessary, within the periodrequired.

The Havas Board of Directors met on April 28, 2005 and unanimouslydecided to recommend that shareholders vote against these reso-lutions submitted by Bolloré Médias Investissements. This decisionwas published in the following press release dated April 29, 2005:

HAVAS: RECOMMENDATION OF THE BOARD OF DIRECTORS ON THERESOLUTIONS SUBMITTED BY BOLLORÉ MÉDIAS INVESTISSEMENTS

The Board of Directors of Havas, chaired by Alain de Pouzilhac, metyesterday and reviewed the resolutions proposed by Bolloré MédiasInvestissements seeking the election of four directors at the Share-holders' Meeting of June 9, 2005.

The Board unanimously decided to recommend that Havas share-holders vote against the resolutions submitted by Bolloré MédiasInvestissements.

Text of the Resolutions Presented by Bolloré Médias Investissementsand not recommended by the Havas Board of Directors

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The reason for this recommendation is that, with regard to the inten-tions of Bolloré Médias Investissements, there has been to date no reply to the letter on this question sent on December 14, 2004, at the request of the Board of Directors.

In addition, no explanations have been provided with the proposed resolutions, particularly concerning strategy, which would explain toshareholders at the time of the vote the resolutions and allow them to evaluate, with complete transparency, the consequences of the representation of Société Bolloré Médias Investissements on the futurestrategy of the Group and the potential to create value for the Havasshare.

The Board of Directors, in line with the unanimous recommendationof the Havas Executive Committee, is expressing its desire to allowthe Group, at a decision moment in the turnaround of its business, to continue its growth, based on a strong and coherent strategy, andexplained to its clients and shareholders and, which is vital in its busi-ness, to all employees of the Group.

After giving its recommendation, the Board of Directors defers to theShareholders' Meeting, in compliance with its general policy to respectshareholding democracy with full transparency.

– Bolloré Médias Investissements,represented by Marc Bébon.Bolloré Médias Investissements S.A.S., capitalized at € 100,000,000,with registered offices at 31-32 quai de Dion-Bouton, 92800 Puteaux -France, is registered in the Nanterre Trade Register under No. 442 134 177. Bolloré Médias Investissements holds 87,429,741 sharesof Havas stock.

–Marc Bébon, 57, Chairman of Bolloré Médias Investissements,is the Chief Treasury and Financing Officer of the Bolloré Group, whichhe joined in 1982. He personally holds 100 shares of Havas.

– Vincent Bolloré, 53, a businessman, is the Chairman of theBoard of Directors of Bolloré Investissement and of Financière de l'Odet, and Chairman and Chief Executive Officer of Bolloré S.A.He is a Board Director of Natexis Banques Populaires, Vallourec,Mediobanca, Generali France and is also an Advisor to the Banque deFrance.Vincent Bolloré personally holds 1,000 shares of Havas stock.

– Bolloré Investissement, represented by Cédric de Bailliencourt.Bolloré Investissement S.A., capitalized at € 368,512,944, with regis-tered offices at Odet, 29500 Ergué-Gabéric, is registered in theQuimper Trade Register under No. 055 804 124 and is listed for trading on the Euronext Eurolist market. Bolloré Investissementholds 100 shares of Havas.

– Cédric de Bailliencourt, 35, is Chief Executive Officer of Bolloré Investissement and Financière de l'Odet, and Director of EquityInterests and Communications for the Bolloré Group, which he joinedin 1996. He is a graduate of the Institut d'Etudes Politiques de Bordeaux and holds a DESS degree in "Political and Social Communi-cations" from Université Paris I Sorbonne. He personally holds 100 shares of Havas.

– Thierry Marraud, 63, is the Chief Financial Officer of the Bolloré Group. He served as Chief Financial Officer at Saint-Gobain,then as chairman of the board of Marsh SA, the French subsidiary of Marsh Inc., a leader in insurance and risk management (2000-2002), and as a member of the executive committee of Crédit Lyonnais (1995-2000). He is a graduate of the EDHEC and holds anMBA from the IMD in Switzerland. Thierry Marraud personally holds 100 shares of Havas stock.

Biographies of the candidates to the Board of Directors proposed by Bolloré Médias Investissements

Five year financial summary

2000 2001 2002 2003 2004

1 - Capital at the end of the year

Share capital (in € thousand) 106,599 121,728 122,088 122,479 171,533

Total number of shares 266,496,567 304,320,312 305,219,028 306,196,659 428,832,440

Maximum potential shares to be issued

• Warrants 24,884,323 24,629,677 28,631,259 27,814,987 35,142,819

• Convertible bonds 42,097,312 41,897,512 84,064,086 70,426,308 57,034,940

2 - Earnings (in € thousand)

Turnover 22,276 20,286 17,275 16,061 16,137

Income before tax, depreciation, amortization and profit sharing 39,515 67,992 (1,063,602) (80,086) (466,659)

Income tax (12,575) (2,805) (6,707) (5,909) (15,470)

Net income 46,809 (1,282,541) 58,191 (633,957) (9,519)

Distributed income 44,491 50,760 26,741 14,929 29,805

3 - Earnings per share (in €) (1)

Income after tax and before depreciation, amortization and profit sharing 0.19 0.21 (3.23) (0.23) (1.05)

Income after tax, depreciation, amortization and profit sharing 0.17 (3.93) 0.18 (1.93) (0.02)

Dividend per share 0.16 0.16 0.08 0.05 0.07

4 - Personnel

Number of employees 108 128 127 117 108

Total payroll (in € thousand) 12,514 12,030 10,974 11,227 13,597

Total employee French Social Security (in € thousand) 4,673 4,689 4,494 4,581 5,169

(1) In connection with the share capital increase of October 2004, earnings per share and dividend per share of years 2000, 2001, 2002, 2003 have been adjusted by0,93254

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Request for documents and information

Combined Ordinary and Extraordinary Shareholders’ Meeting of June 9, 2005Request for the documents and information described in Articles 133, 135 and 138 of Decree 67-236 of March 23, 1967

I, the undersigned (1) ........................................................................................................................................................................................

Last Name (Mr., Mrs., Ms) .............................................................................................................................................................................

First Name .....................................................................................................................................................................................................

Address............................................................................................................................................................................................................

No.................................... Street ..................................................................................................................................................................

Postal code (Zip) ....................... City ............................................................................................................................................................

Holder of ................................................................ registered shares

................................................................................ bearer shares (2)

wishes to receive, at the address provided above, the documents or information stipulated in Articles 133, 135 and 138 of Decree No.67-236 of March 23, 1967 relating to the Combined Ordinary and Extraordinary Shareholders’ Meeting of June 9, 2005, with the excep-tion of the information attached to the proxy and vote-by-mail form.

Signed at (city) ............................................................................................... date ...................................................................................

Signature :

In accordance with Article 138, paragraph 3 of Decree 67-236 of March 23, 1967, shareholders owning registered shares may obtain fromthe company, following a single request, the aforementioned documents and information for subsequent Shareholders’ Meetings.

(1) Legal entities should indicate the exact corporate name.

(2) Attach a copy of the affidavit of non-transferability issued by the intermediary managing your shares.

Notes

2 allée de Longchamp – 92150 SuresnesTel.: +33 (0)1 58 47 90 00 – Fax: +33 (0)1 58 47 99 99 www.havas.com – www.havas.fr

Incorporated in France with limited liability and issue capital of € 171,552,757.20Registered in Nanterre – France, RCS 335 480 265 C

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