1. Omnicom Group Inc. 2. EXT Subsidiary Inc.

Page 1 of 7 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/03/1252 3rd June 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Omnicom Group Inc. and EXT Subsidiary Inc. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 3rd March 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act), given by Omnicom Group Inc. (Omnicom) and EXT Subsidiary Inc. (Omnicom Merger Sub) (collectively, ‘Acquirers’) in relation to the acquisition of The Interpublic Group of Companies, Inc. (IPG) (hereinafter Acquirers and IPG are collectively referred to as the ‘Parties’) by Omnicom by way of following steps: (i) Omnicom Merger Sub, a wholly owned subsidiary of Omnicom, will be merged with and into IPG; (ii) Omnicom Merger Sub will cease to exist, and IPG will remain the surviving entity, as a wholly owned subsidiary of Omnicom; and (iii) As consideration, the shareholders of IPG will receive shares in Omnicom, amounting to approximately 39.4% in total. Combination Registration No. C-2025/03/1252 Page 2 of 7 (The aforementioned steps are collectively referred to as the ‘Proposed Combination’.) 2. The Proposed Combination is being implemented pursuant to an Agreement and Plan of Merger dated 8th December 2024 entered into amongst Omnicom, Omnicom Merger Sub and IPG (Merger Agreement). 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 17th March 2025 (RFI 1), the Acquirers were required to provide certain information/document(s). The Acquirers filed their reply on 24th March 2025, followed by additional submissions on 15th April 2025 (Response 1). As certain defects and discrepancies were observed on examination of Response 1, vide letter dated 25th April 2025 (RFI 2), in continuation of RFI 1 and Response 1, the Acquirers were again asked to remove defect(s), explain discrepancies and furnish requisite information. The Acquirers filed their reply on 16th May 2025, after seeking extension of time (Response 2). 4. Omnicom is a New York based global provider of marketing and sales solutions. Omnicom comprises an inter-connected global network of marketing communications companies offering a diverse, comprehensive range of marketing solutions spanning brand advertising, customer relationship management (CRM), media planning and buying services, public relations etc., in over 70 countries. Omnicom Merger Sub is a wholly owned subsidiary of Omnicom. It is a Delaware based special purpose vehicle incorporated specifically for the purpose of the Proposed Combination and as such, Omnicom Merger Sub does not have any business activities globally and/or in India. 5. IPG is a Delaware based company providing its clients with media planning and buying services, data and engagement solutions, integrated advertising and creativity solutions, public relations and specialized communications and experiential solutions. 6. The Commission noted that Omnicom and IPG, through their subsidiaries, are active in the advertising, marketing, and communications (AMC) services sector globally, as Combination Registration No. C-2025/03/1252 Page 3 of 7 well as in India. The Commission further noted that within the AMC sector in India, both Omnicom and IPG are active in the segments of: (a) marketing communications services (MCS); and (b) media buying services (MBS). Accordingly, the Commission identified overlapping product segments of MCS and MBS as relevant for competition assessment. 7. The Commission noted that MCS comprises a range of composite services including advertising, insight and consultancy, public relations, CRM, direct marketing, event management, brand identity and design, and specialist communications services with focus on creating and delivering messages that resonate with a target audience through various media channels. While MCS can be segmented based on type of service, type of media, size of account or type of sector, however, considering the market dynamics and insignificant presence of the Parties in India (as detailed in subsequent part of this order), the Commission assessed the MCS in overall terms and decides to leave the exact delineation of relevant market(s) open. 8. As regards MBS, the Commission noted that it encompasses the purchasing of advertising space and time across various media channels to deliver a brand's message to a target audience. Like MCS, MBS is also a broad segment and can plausibly be sub- segmented further. The first segmentation that can be plausibly made is in terms of the sales market (MBS-Sell) and the procurement market (MBS-Procurement). In the MBS-Sell market, media buying agencies act as suppliers of advertising time and/or space to final customers (advertisers) and in the MBS-Procurement market, media buying agencies buy (usually on behalf of their clients) advertising time or space. The MBS-Sell market can be segmented considering type of service, type of media/channel, type of sector, and size of account. Further, it is also plausible that advertising time or space is purchased directly by advertisers from media owners rather than through a media buying agency. This aspect introduces another dimension of MBS which is rooted in inclusion/exclusion of presence of such advertisers in the MBS market. Considering the dynamics of each segment/sub-segment and as the Proposed Combination is not likely to cause AAEC in the broader MBS segment and its relevant Combination Registration No. C-2025/03/1252 Page 4 of 7 sub-segments (as detailed in subsequent part of this order), the Commission decides to leave exact delineation of relevant market(s) open. Competition Assessment - MBS 9. At the outset, the Commission considered the market presence of the Parties, market structure, concentration levels and the impact of the Proposed Combination on concentration levels. For this purpose, the Commission considered market shares for MBS (including its segments/sub-segments) in terms of media spend which the parties intermediated for clients. 10. The estimates of market shares provided by the Parties were based on the report published by MAGNA Intelligence (MAGNA Report). As per the estimates of market shares provided by the Parties, the MBS (Sell) side is led by WPP having market share in the range of [50-55] percent followed by Publicis [10-15] percent, Madison, Dentsu and IPG each having market share in the range of [5-10] percent and Omnicom and Havas each having market share of less than 5 percent. Accordingly, the combined share of the Parties in India in the overall MBS (Sell) side, based on MAGNA Report, is estimated to be in the range of [10-15] percent with an increment of [0-5] percent. 11. The Commission noted that for the MBS-Sell segment, the Parties had provided information relating to accounts lost and won by the Parties based on COMvergence CARD database (Card Dataset). The Commission considered estimate of market shares based on information contained in Card Dataset and observed that the MBS-Sell Segment as per Card Dataset is also led by WPP [50-55] percent, followed by Publicis [10-15] percent. The combined market share of the Parties is estimated to be in the range of [15-20] percent with an increment of [5-10] percent. 12. The Commission also considered market shares in terms of number of ‘pitches’ as per the Card Dataset. The combined market share of the Parties, in terms of number of ‘pitches’, as per the Card Dataset, is estimated to be in the range of [15-20] percent. Though, the Parties made various submissions on lack of relevance of Card Dataset for