<PAGE>

                                                                    EXHIBIT 4.19

      The following document is an unofficial translation provided for the
convenience of our English speaking readers.


                            [HAVAS LOGO APPEARS HERE]


 A corporation (societe anonyme) with registered capital of 121,819,852.80 euros
          Registered Office: 84 rue de Villiers, 92300 Levallois-Perret
  335 480 265 RCS (Registre du Commerce et des societes - Registry of Commerce
                           and Companies) of Nanterre
                                FINAL PROSPECTUS
  made available in connection with the issue and admission to trading on the
 Premier Marche of Euronext Paris S.A. of debt securities in the nominal amount
 of 400,000,007.25 euros, which may be increased to a maximum nominal amount of
 449,999,998.75 euros represented by Bonds convertible and/or exchangeable into
        new or existing shares with a nominal value of 10.75 euros each.

The Legal Notice of this Offering will be published in the Bulletin des annonces
  legales obligatoires [Gazette of Official Legal Notices] dated 15 May 2002.
--------------------------------------------------------------------------------
                            [COB LOGO APPEARS HERE]

             Registered with the Commission des Operations de Bourse

   Pursuant to Articles L. 412-1 and L. 621-8 of the French Money and
   Financial Code, the Commission des Operations de Bourse has registered this
   Prospectus under number 02-543 effective on 13 May 2002, as provided under
   Regulation No. 98-01. This Prospectus was prepared by the issuer and renders
   the signatories thereof liable. Effectiveness of the registration does not
   imply approval of the advisability or suitability of the transaction, nor
   validation of the accounting and financial information set forth herein. It
   was granted after review of the relevance and consistency of the
   information provided in the Prospectus in light of the transaction being
   offered to investors.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                     Warning

   The Commission des Operations de Bourse hereby draws the public's
   attention to:
   o the specific characteristics of the securities described in this
   Prospectus. Governed by Articles L. 228-91 et seq. of the French Commercial
   Code, they do not have certain of the characteristics normally associated
   with convertible or exchangeable debt securities. Among other things, upon
   redemption, either on a normal or early basis, the bondholders will have
   only the time between the date of the notice announcing such redemption
   (which must be published no later than one month prior to the repayment
   date) and the seventh business day prior to the actual redemption in which
   to exercise their right to receive shares.
   o the fact that the bondholders have the option to request early
   redemption 1 January 2006 of all or part of their bonds in cash. Such
   decision is irreversible. Bondholders should be aware that if many of them
   exercise this option on a large number of bonds, this could substantially
   reduce the number of securities and adversely impact the Marche Secondaire
   for the remaining term of the Bonds.
   o the observations of the statutory auditors:
   - with respect to the annual financial statements as at 31 December 2001,
     relating to note III-2 in the annex regarding the allocation of a
     reserve for the depreciation of the shares of Snyder Communications Inc.
   - with respect to the correction to the Reference Document dated 24 April
     2002 number D.02-227/R1, relating to the reclassification by the company
     of the unusual items previously presented as "extraordinary
     income/expense" to operating income.
--------------------------------------------------------------------------------
This final Prospectus consists of:
     o   the Havas Advertising Reference Document filed with the Commission des
         Operations de Bourse ("COB") on 15 April 2002 under number D.02-227;
     o   the correction filed with the COB on 24 April 2002 under
         number D.02-227/R1 to the Reference Document filed with the COB on
         15 April under number D.02-227;
     o   the Preliminary Prospectus filed with the COB on 13 May 2002 under the
         number 02-533; and
     o   this Final Prospectus.

Copies of this Prospectus are available free of charge at the registered office
of Havas Advertising, 84 rue de Villiers, 92300 Levallois-Perret and from:

                              SG Investment Banking
                        Lead Underwriter and Bookrunner

<PAGE>

Translation from French-for Information Only

                                HAVAS ADVERTISING

                            DESCRIPTION OF THE BONDS
        CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW OR EXISTING SHARES

AMOUNT OF THE ISSUE AND NUMBER OF BONDS ISSUED

The nominal initial value of the Havas Advertising 4 per cent. Bonds May 2002 /
January 2009 will be of 400,000,007.25 euros represented by 37,209,303 Bonds.

However, the Company has given the Lead Underwriter and Bookrunner an
over-allotment option which, if exercised, could lead the Company to increase
the nominal amount of the Bonds by a maximum of 12.5 per cent., up to a maximum
nominal amount of 449,999,998.75 euros represented by 41,860,465 Bonds with a
nominal value of 10.75 euros each.

NOMINAL AMOUNT PER BOND OF THE BONDS

The nominal amount per Bond is set to 10.75 euros.

ISSUE PRICE

The Bonds will be issued at par, payable at one time, on the settlement date.

EFFECTIVE DATE AND SETTLEMENT DATE

On 22 May 2002.

TERM OF THE BONDS

6 years and 224 days from the settlement date.

ANNUAL INTEREST

The Bonds will bear interest at an interest rate of 4 per cent. per year, 0.43
euros per Bond, payable in arrears on 1 January of each year. For the period
between the settlement date of the Bonds to 31 December 2002 an amount of
interest of approximately 0.26389 euros per Bond will be paid on 1 January 2003.

REDEMPTION AT MATURITY

The Bonds will be redeemed in full at par on 1 January 2009.

GROSS YIELD TO MATURITY

4 per cent. at the settlement date (in the absence of conversion and/or
exchange into shares and in the absence of early redemption).

EARLY REDEMPTION AT ISSUER'S OPTION

Possible, at Issuer's option:

o   at any time by on or off-market purchase, or by public offer;

o   from 1 January 2005 until 31 December 2008, upon minimum prior notice of
    one month,

    -  at par increased by the interest remaining to be paid with respect to
       the period between the last interest payment date and the effective
       redemption date,

    -  but provided that the product of (i) the existing conversion/exchange
       ratio and (ii) the arithmetic mean of the closing prices of the
       opening trading prices of Havas Advertising shares on the Premier Marche
       of Euronext Paris S.A. calculated over a period of 20 consecutive stock
       exchange trading days during which the shares are traded as selected by
       the Company from among the 40 consecutive stock trading days preceding
       the date of publication of a notice concerning such early redemption
       exceeds 125 per cent. of the nominal value of the Bonds;

o  at any time, when less than 10 per cent. of the Bonds issued remain
   outstanding, at par increased by the interest remaining to be paid with
   respect to the period between the last interest payment date and the
   effective redemption date.

ACCELERATED REPAYMENT IN EVENT OF DEFAULT

The Bonds will become immediately due and payable upon the happening of any of
the events set forth in paragraph 2.3.7.6. ("Accelerated Maturity of the Bonds
Upon An Event of Default").

                                        3

<PAGE>


Translation from French-for Information Only

EARLY REDEMPTION AT THE OPTION OF THE BONDHOLDERS

The Bonds are redeemable at the request of the bondholders, in full or in part,
on 1 January 2006 at par increased by the interest remaining to be paid with
respect to the period between the last interest payment date and the effective
redemption date.

CONVERSION AND/OR EXCHANGE OF THE BONDS INTO SHARES

The Bondholders may request that the Bonds be converted and/or exchanged into
shares at any time from 22 May 2002, the settlement date of the Bonds until the
seventh business day preceding the date of redemption at the conversion/exchange
rate of ONE Havas Advertising share per Bond, subject to the adjustments set
forth in paragraph 2.6.7.3 ("Adjustment of the Conversion/Exchange Ratio in the
Event of Financial Transactions").

The Issuer may, at its option, deliver newly issued shares and/or existing and
outstanding shares.

PREEMPTIVE SUBSCRIPTION RIGHTS AND PRIORITY SUBSCRIPTION PERIOD

The shareholders have waived their preemptive subscription rights. No priority
subscription period is applicable.

OFFER TO THE PUBLIC

The placement will be made between 13 May 2002 and 16 May 2002, inclusive, and
may be closed without prior notice. Offer to individuals will remain open from
14 May 2002 until 16 May 2002 inclusive.

EFFECTIVE DATE OF NEW SHARES ISSUED ON CONVERSION

New shares issued on conversion of the Bonds will be effective as of the first
day of the financial year during which the Bonds are converted.

EFFECTIVE DATE OF EXISTING SHARES DELIVERED ON EXCHANGE

Existing shares delivered upon exchange of the Bonds will be currently
outstanding and effective.

RATING

The Bonds will not be rated.

SHARE TRADING PRICE

Closing trading price on 13 May 2002: 7.96 euros.

LISTING OF SHARES

Premier Marche of Euronext Paris S.A.

                                        4

<PAGE>


Translation from French-for Information Only


                                    CHAPTER I

                   PERSON RESPONSIBLE FOR THE FINAL PROSPECTUS
                    AND FOR AUDITING THE FINANCIAL STATEMENTS


1.1    PERSON RESPONSIBLE FOR THE FINAL PROSPECTUS

       Alain de Pouzilhac, Chairman of the Board of Directors (President du
       conseil d'administration).

1.2    CERTIFICATE OF THE PERSON RESPONSIBLE FOR THE FINAL PROSPECTUS

       To the best of our knowledge the information in this Final Prospectus is
       true and accurate. It includes all information necessary for investors to
       form an opinion as to the assets and liabilities, financial situation,
       results of operations and prospects of Havas Advertising and its
       subsidiaries as well as the rights attached to the securities being
       offered; there are no omissions such as would make it misleading.

                               Alain de Pouzilhac
                     The Chairman of the Board of Directors

1.3    PERSONS RESPONSIBLE FOR AUDITING THE FINANCIAL STATEMENTS

1.3.1  Principal Statutory Auditors

<TABLE>
<CAPTION>

                                                        Date First
                                                        Appointed           Expiration of Pending Term
                                                       -------------        --------------------------
<S>                                                  <C>                     <C>

       Monsieur Francois BOUCHON
       33, avenue de Suffren
       75007 Paris                                     30 Sept 1982         Shareholders' Meeting 2006/(1)/

       Yves LEPINAY et Associes  "FIDINTER"
       128, boulevard Saint-Germain 75006 Paris
       Represented by Messrs. Yves LEPINAY and
       Jean-Yves LEPINAY                               26 June 1990         Shareholders' Meeting 2006/(1)/

1.3.2  Alternate Statutory Auditors

                                                        Date First
                                                        Appointed           Expiration of Pending Term
                                                       ---------------      --------------------------

       FNEC-FIDUCIAIRE NATIONALE D'EXPERTISE
       COMPTABLE SA
       15, rue de l'Amiral Roussin 75015 Paris
       Represented by Mr. Bruno VAILLANT               25 June 1984         Shareholders' Meeting 2006/(1)/


       Expiration Date of pending appointment: at the close of the Meeting of
       Shareholders called to pass on the financial statements for the year 2001.

       Mr. Michel SIBI
       128, boulevard Saint-Germain
       75006 Paris                                     23 May 2000          Shareholders' Meeting 2006/(1)/
</TABLE>

--------------
/(1)/  Shareholders' Meeting called to approve the financial statements for
       fiscal year 2005.

1.3.3   Certificate of Statutory Auditors

        As the statutory auditors of Havas Advertising and in accordance with
        rule 98-01 of the COB and professional standards applicable in France,
        we have verified the information relating to the Company's financial
        situation and the historical financial statements contained in this
        Final Prospectus, established for the purpose of the issue and admission
        to trading on the Premier Marche of Euronext Paris S.A. of debt
        securities in the nominal amount of approximately 400 million euros,
        which may be increased to a maximum nominal amount of 450 million euros
        represented by bonds convertible and/or exchangeable into new or
        existing shares.

        This Final Prospectus consists of:

        o   the Havas Advertising Reference Document filed with the COB on
            15 April 2002 under number D.02-227, which includes a certificate
            from us dated 9 April 2002 wherein we concluded that we


                                        5

<PAGE>


Translation from French-for Information Only

         had no observations regarding the accuracy of the information
         provided in relation to the Company's financial situation and
         financial statements.

     o   the correction to this Reference Document filed with the COB on 24
         April 2002 under number D.02-227/R1, which includes a certificate from
         us dated 24 April 2002 wherein we concluded that the accuracy of the
         information provided in relation to the Company's financial situation
         and financial statements, as presented in the corrected Reference
         Document, requires the following observation from us:

The Company has reclassified the unusual items previously presented as
"extraordinary income/expense" to operating income.

     o   The Preliminary Prospectus registered with the COB on March 13, 2002
         under number 02-533.

     o   this Final Prospectus.

The Company's Chairman of the Board of Directors was responsible for the
preparation of this Final Prospectus. Our responsibility is to report on the
accuracy of the information that it contains relating to the Company's financial
situation and financial statements.

We have conducted our work in accordance with professional standards applicable
in France. Those standards require that we determine the accuracy of the
information relating to the Company's financial situation and financial
statements and its consistency with the financial statements on which we issued
a report. Our work also included reading the other information contained in this
Final Prospectus in order to identify any material inconsistencies with the
information relating to the financial situation and the financial statements and
to report any clear material misstatement of facts that we may have detected,
based on our general knowledge of the Company ascertained during the course of
our work. This document does not include distinct forecast data or information
prepared through a structured process.

We audited the individual financial statements and the consolidated financial
statements for the financial years ended December 31, 1999, December 31, 2000
and December 31, 2001, approved by the Board of directors, in accordance with
standards applicable in France, and we certified them without any reservations
or observations other than:

     o   with respect to the consolidated financial statements, we mentioned a
         change in accounting practices as of 31 December 1999 regarding the
         stock option subscription plans of subsidiaries incorporated into the
         group, and that since 31 December 2000 CRC Rule no. 99-02 applies.

     o   with respect to the annual financial statements as at 31 December 2001,
         we made an observation drawing attention to note III-2 in the annex
         regarding the allocation of a provision for the depreciation in Snyder
         Communications Inc.'s share price.

The individual financial statements and the consolidated financial statements
for the financial years ended December 31, 1999, December 31, 2001 have not yet
been approved by the shareholders.

On the basis of the work we conducted, we have no observations regarding the
accuracy of the information on the financial situation and the financial
statements contained in this Final Prospectus.

PARIS, 13 May 2002

       Yves LEPINAY & Associes                    Francois BOUCHON
            "FIDINTER"



       Yves LEPINAY
       Jean-Yves LEPINAY



                             The Statutory Auditors

                   Members of the Compagnie Regionale of PARIS


                                        6

<PAGE>


Translation from French-for Information Only



1.4   PERSON RESPONSIBLE FOR INFORMATION

<TABLE>
<S>                                                             <C>

      Jacques Herail, Senior Vice President for Finance          Alain Camon, Financial Vice President
      (Directeur General Finances)                               (Directeur Financier)

      Telephone: +33(1).41.34.30.05                              Telephone: +33(1).41.34.30.51
      Fax : +33(1).41.34.30.06                                   Fax : +33(1).41.34.30.81
      E-mail : jacques.herail@havas-advertising.fr               E-mail : alain.camon@havas-advertising.fr

</TABLE>


                                        7

<PAGE>

Translation from French-for Information Only


                                   CHAPTER II

                    ISSUE AND ADMISSION TO THE PREMIER MARCHE
         OF THE HAVAS ADVERTISING BONDS CONVERTIBLE AND/OR EXCHANGEABLE
                           INTO NEW OR EXISTING SHARES


2.1      INFORMATION RELATING TO THE ISSUE

2.1.1    Meeting of Shareholders Which Approved the Issue

         The Combined Meeting of Shareholders of Havas Advertising (the
         "Company") held on 22 May 2001, acting in compliance with the rules
         relating to quorums and majority voting requirements applicable to
         extraordinary shareholders' meetings, after considering the Report of
         the Board of Directors and the Special Report of the Statutory
         Auditors and pursuant to Article L. 225-129 III of the French
         Commercial Code, in its twentieth resolution, among other things:

     o   granted to Board of Directors the necessary authority to issue shares
         of the Company, on one or more occasions in the proportions and the
         times it deems appropriate, both in and outside France, as well as all
         other securities of any kind giving immediate or future rights to the
         Company's shares, including in the case such securities should be
         issued under Article L. 228-93 of the French Commercial Code;

     o   resolved that the amount of capital increases to be made immediately
         and/or in the future pursuant to such grant of authority may not exceed
         36 million euros in nominal amount, to which will be added the nominal
         amount of the additional shares, if any, to be issued to preserve the
         rights of the securities holders holding securities convertible into
         shares;

     o   further resolved that the nominal amount of any debt securities issued
         pursuant to the above-described grant of authority may not exceed 2
         billion euros or the equivalent in foreign currency or units of account
         fixed in relation to a basket of currencies;

     o   resolved to waive the preemptive rights of shareholders to subscribe
         for the securities to be issued, provided, however, that the Board of
         Directors could grant to shareholders the option to subscribe on a
         priority basis for all or part of the issue during the period and on
         terms and conditions which it may determine;

     o   determined that the above-described grant of authority includes as a
         matter of right and for the benefit of holders of securities giving
         rights in the future to shares of the Company which may be issued, if
         any, a waiver by the shareholders of their preemptive rights to acquire
         the shares to which such securities may give rights; resolved to
         eliminate the preemptive rights of shareholders to acquire the shares
         issued through conversion of the bonds or exercise of warrants;

     o   resolved that the amount received, or to be received, by the Company
         for the shares issued in connection with the above-described grant of
         authority shall be calculated as provided by applicable law;

     o   resolved that the Board of Directors should have all authority, with
         the right to subdelegate to the Chairman on the conditions prescribed
         by law, to implement this grant of authority.

         The authority thus granted to the Board of Directors is valid, as of
         this meeting, for the duration provided for in the third paragraph of
         Article L. 225-129-III of the French Commercial Code.

2.1.2    Resolutions of the Board of Directors and Chairman

         Pursuant to the authority given to it by the Combined Meeting of
         Shareholders of Havas Advertising held on 22 May 2001, especially in
         the twentieth resolution, the Board of Directors, on 5 March 2002,
         approved in principle the issue of bonds convertible and/or
         exchangeable into new or existing shares in a maximum amount of 500
         million euros and delegated to the Chairman the power to set their
         final terms and conditions.

         On 13 May 2002 the Chairman of the Board of Directors acted to set the
         characteristics of the bonds as follows.

2.2      DESCRIPTION OF THE BONDS

         In this Final Prospectus the term "Bonds" refers to the bonds with the
         option of conversion and/or exchange into new or existing shares
         having all of the characteristics described in this Final Prospectus.

                                        8

<PAGE>


Translation from French-for Information Only


2.2.1    Number and Nominal Value of the Bonds, proceeds of the Issue


2.2.1.1  Number and Nominal Value of the Bonds

         The Havas Advertising 4 per cent. Bonds May 2002 / January 2009 will
         be in a nominal amount of 400,000,007.25 euros, represented by
         37,209,303 Bonds.

         The Company, however, has given the Lead Underwriter and Bookrunner an
         option solely for the purpose of covering any over-allotments which,
         if exercised, would lead the Company to increase the nominal amount of
         the issue by a maximum of 12.5 per cent. to a maximum nominal amount
         of 449,999,998.75 euros, represented by 41,860,465 Bonds with a
         nominal value of 10.75 euros each.

2.2.1.2  Proceeds of the Issue

         The gross proceeds of the issue will be 400,000,007.25 euros and could
         be increased to an amount of 449,999,998.75 euros if the
         over-allotment option is exercised.

         The net proceeds of the issue paid to the issuer, after deducting from
         the gross amount approximately 6 million euros corresponding to the
         fees due to the underwriters and approximately 0.2 million euros
         corresponding to legal and administration expenses, will be
         approximately 393.80 million euros and could be increased to
         approximately 443.04 million euros if the over-allotment option is
         exercised.

2.2.2    Structure of the Issue

2.2.2.1  Offer

         The Bonds which are offered as part of a global offering will be
         offered:

         o   in France, to legal entities and individuals;

         o   outside France in accordance with the particular rules applicable
             in each jurisdiction where they are offered, with the exception of
             the United States of America, Canada, and Japan, where no offer
             will be made.

         No specific tranche of Bonds is designated for a particular market.

2.2.2.2  Selling Restrictions

         The distribution of the Prospectus or the offering or sale of the
         Bonds may, in certain jurisdictions, be subject to specific
         regulations. Any person in possession of the Prospectus should
         familiarize himself or herself with, and comply with, any possible
         local restrictions.

         The institutions responsible for the placement will comply with the
         laws and regulations in effect in jurisdictions where the Bonds are
         offered, including, but not limited to, the restrictions described
         below.

         United Kingdom Selling Restrictions

         Each institution participating in the offering represents and warrants
         that:

         (a) it has not offered of sold and will not, prior to the date six
         months following the date of their issue, offer or sell any Bonds in
         the United Kingdom, except to persons whose ordinary activities
         involve them in acquiring, holding, managing, or disposing of
         investments (as principal or agent) for the purposes of their
         business, or otherwise in circumstances which have not resulted, and
         will not result, in an offer to the public in the United Kingdom
         within the meaning of the Public Offers of Securities Regulations
         1995;

         (b) it has complied, and will comply, with all applicable provisions
         of the Public Offers of Securities Regulations 1995 and the Financial
         Services and Markets Act 2000 (the "FSMA") with respect to anything
         done by it in relation to the Bonds in, from, or otherwise involving
         the United Kingdom; and

         (c) it has only issued or passed on, and it will issue or pass on, in
         the United Kingdom, any document received by it with a view to
         offering for sale or selling (within the meaning of section 21 of the
         FSMA) the Bonds except under the circumstances where section 21(1) of
         the FSMA does not apply to the Company.

                                        9

<PAGE>
Translation from French-for Information Only

         United States Selling Restrictions

         The Bonds and the Havas Advertising shares to be issued or delivered
         upon conversion or exchange thereof have not been, and will not be,
         registered under the U.S. Securities Act of 1933, as amended (the
         "Securities Act") and, subject to certain exceptions, may not be
         offered or sold in the United States.

         The Bonds will be offered and sold outside the United States
         ("Offshore Transactions") in accordance with Regulation S of the
         Securities Act.

         Terms used in the preceding two paragraphs have the meaning ascribed
         to them in Regulation S under the Securities Act.

         Canada and Japan Selling Restrictions

         Each institution participating in the offering agrees that it has not
         offered nor sold, and will not offer or sell, the Bonds in Japan or
         Canada.

2.2.2.3  Intention of the Principal Shareholders

         The directors own 0.4 per cent. of the Company's share capital, and
         none of them has indicated an intention to invest in this issue. No
         other shareholder has been informed of this Bond issue.

2.2.3    Preemptive Subscription Right and Priority Period

         The shareholders expressly waived their preemptive rights to acquire
         the Bonds at the Extraordinary Shareholders' Meeting held on 22 May
         2001. This action includes an express waiver by the shareholders of
         their pre-emptive right to acquire new shares to be issued upon
         conversion of the Bonds.

         No priority period has been provided for subscribing for the Bonds.

2.2.4    Acquisition by the Public and Offering Period

         The offering of all the Bonds will be made from 13 May 2002, through
         16 May 2002 inclusive and may be closed without prior notice. Offer to
         individuals will remain open from 14 May 2002 to 16 May 2002 inclusive.

         Tentative Calendar of the issue

         13 May 2002           Registration stamp of the COB affixed to the
                               Preliminary Prospectus.
         13 May 2002           Construction of order books
         13 May 2002 (p.m.)    Determination of final terms and conditions of
                               issue and registration of Final Prospectus with
                               the COB and affixing of registration stamp
         14 May 2002           Beginning of subscription period for individuals
         16 May 2002           End of subscription period for individuals
         22 May 2002           Payment - delivery of Bonds

2.2.5    Financial Institutions Responsible for Offering

         Orders to acquire the Bonds should be made with Societe Generale, Lead
         Underwriter and Bookrunner or with CCF, BNP Paribas, Credit Lyonnais,
         Salomon Brothers International Limited or Santander Central Hispano
         Investment SA, responsible for placing the issue.

2.3      CHARACTERISTICS OF THE BONDS

2.3.1    Form, Denomination, and Delivery of the Bonds

         The Bonds to be issued by the Company are neither bonds convertible
         into shares within the meaning of Articles L. 225-161 et seq. of the
         French Commercial Code, nor bonds exchangeable for shares within the
         meaning of Articles L. 225-168 et seq. of the French Commercial Code,
         but, rather, securities carrying rights to obtain shares of the
         Company's capital stock within the meaning of Articles L. 228-91 et
         seq. of the French Commercial Code.

                                       10

<PAGE>

Translation from French-for Information Only

         The Bonds will be governed by French law.

         The Bonds may be in either bearer or registered form, at the option of
         the Bondholders. They will, in any event, be recorded in accounts
         held, as the case may be, by:

         o  Societe Generale acting on behalf of the Company in respect of fully
         registered Bonds (nominatifs purs);

         o an approved financial intermediary (intermediaire financier habilite)
         of their choice and Societe Generale in respect of Bonds in
         administered registered form (nominatifs administres);

         o an approved intermediary (intermediaire financier habilite) of their
         choice for Bonds in bearer form.

         Settlement and delivery will take place through the RELIT-SLAB
         settlement-delivery system of Euroclear France under the Sicovam Code:
         18847.

         All of the Bonds issued will be accepted for clearance through
         Euroclear France, which will ensure the clearing of the Bonds between
         account holders. The Bonds will also be accepted for clearance through
         Euroclear Bank S.A./N.V. and Clearstream Banking.

         The Bonds will be recorded in an account and will be negotiable as
         from 22 May 2002, their settlement date.

2.3.2    Issue Price

         The nominal amount per Bond of the Bonds is set to 10.75 euros per
         Bond, payable all at one time on the settlement date.

2.3.3    Issue Date

         On 22 May 2002.

2.3.4    Settlement Date

         On 22 May 2002.

2.3.5    Nominal Interest Rate

         4 per cent.


2.3.6    Annual Interest

         The Bonds will bear interest at a rate of 4 per cent. per annum, 0.43
         euros per Bond, payable annually in arrears on 1 January of each year
         and for the first time on 1 January 2003 (each of these dates an
         "Interest Payment Date"). For the period from the settlement date of
         the Bonds until 31 December 2002 an amount of interest of
         approximately 0.26389 euros per Bond will be paid on 1 January 2003 on
         the terms and conditions set forth below.

         All interest payments relating to an interest period of less than one
         full year will be calculated on a basis proportionately equivalent to
         the annual interest rate above taking account of the number of days
         elapsed from the immediately preceding Interest Payment Date (or, as
         the case may be, if there is none, since the Settlement Date) and
         using a 365 or 366 day year as a reference period, according to the
         actual number of calendar days between the next Interest Payment Date
         and the same date of the preceding year.

         Subject to paragraph 2.6.5 ("Right of Bondholders to Interest and
         Dividends of Delivered Shares") below, interest will cease to run as
         of the date the Bonds are redeemed.

         Claims for interest will be void after a period of five years from
         their due date.

2.3.7    Redemption, Acceleration

2.3.7.1  Redemption at Maturity

         The Bonds will be redeemed at par on 1 January 2009.

         Claims in respect of principal will be barred after a period of 30
         years from the due date of the redemption.

                                       11

<PAGE>



Translation from French-for Information Only

2.3.7.2  Early Redemption by Purchase or Public Offer

         The Company will be entitled to redeem the Bonds at any time, and
         without limitation as to price or number, through both on and
         off-market purchases, or through a public tender offer of repurchase
         or exchange. Any such transaction shall not affect the due date for
         redemption of any Bonds still outstanding. Repurchased Bonds will be
         cancelled.

2.3.7.3  Early Redemption by Purchase at the Option of the Issuer

         1.  The Company, at its option, will be entitled to redeem all of the
             Bonds at any time from 1 January 2005 until 31 December 2008,
             subject to a one-month notice as set forth in paragraph 2.3.7.4
             ("Publication of Information Relating to Early Redemption or
             Redemption at Maturity"), on the following conditions:

             (i)  the early redemption price will be par increased by the
                  interest remaining to be paid with respect to the period
                  between the last Interest Payment Date and the effective
                  date of redemption;

             (ii) such early reimbursement shall only be possible, if:

                  o  the existing Conversion/Exchange Ratio of the shares (as
                     defined in paragraph 2.6.3 ("Period for Exercise and
                     Conversion/ Exchange Ratio of Shares")); multiplied by

                  o  the arithmetic mean of the opening prices of Havas
                     Advertising shares on Euronext Paris S.A. calculated over
                     any period of 20 consecutive stock exchange trading days
                     during which the shares are traded, as selected by the
                     Company from the 40 consecutive stock exchange trading days
                     preceding the date of the notice announcing such early
                     repayment (as provided in paragraph 2.3.7.4 ("Publication
                     of Information Relating to Early Redemption or Redemption
                     at Maturity"))

             exceeds 125 per cent. of the nominal value of the Bonds.

             A "stock exchange trading day" means a business day on which
             Euronext Paris S.A. is open for business other than a day on
             which such trading ceases prior to the usual closing time.

             A "business day" means a day (other than a Saturday or Sunday) on
             which banks are open for business in Paris and on which Euroclear
             France is open for business.

             For information purposes, the table below shows, as at the
             interest payment dates during the optional redemption period, the
             early redemption price of each Bond, the minimum share price for
             a Havas Advertising share required for early redemption, the
             corresponding required annual growth rate for the Havas
             Advertising share price, and the yield to maturity for such
             minimum share price for a Bondholder who exercises his or her
             right to convert into/exchange Bonds for shares.

<TABLE>
<CAPTION>



                                                                    Minimum             Required         Yield to maturity
                                                                  share price             annual            in case of
                                                                  required for         growth rate        exercise of the
                                                 Price at early      early               for the         right to convert
   Date of early redemption                        redemption      redemption         share price(1)       into/exchange
   -----------------------------------             ----------     --------------       -------------     -------------------
<S>                                              <C>               <C>                   <C>                 <C>

   1 January 2005 ...................              10.75 euros     13.44 euros            21.38%               12.69%
   1 January 2006 ...................              10.75 euros     13.44 euros            15.04%               10.09%
   1 January 2007 ...................              10.75 euros     13.44 euros            11.60%                8.65%
   1 January 2008 ...................              10.75 euros     13.44 euros             9.44%                7.73%
   1 January 2009 ...................              10.75 euros     13.44 euros             7.96%                7.10%
</TABLE>

------------
/(1)/  Except for effects due to dividends, with a share price of 8.10 euros and
with 22 May 2002 for calculation date.

2.  The Company shall also be entitled, at its sole option, to redeem at any
    time all of the Bonds outstanding at par increased by the interest
    remaining to be paid with respect to the period between the last Interest
    Payment Date and the effective date of redemption, if less than 10 per
    cent. of the Bonds initially issued remain outstanding.

3.  In each case specified in paragraphs (1) and (2) above, the Bondholders
    shall remain entitled to exercise their right to convert into/exchange
    Bonds for shares in accordance with paragraph 2.6.3 ("Exercise Date and
    Ratio of Issuing Shares").

                                       12

<PAGE>



Translation from French-for Information Only


2.3.7.4   Publication of Information Relating to Early Redemption or Redemption
          at Maturity

          Information relating to the number of Bonds purchased, converted, or
          exchanged and to the number of Bonds still outstanding shall be
          provided each year to Euronext Paris S.A. for publication and shall be
          available from the Company, or the Financial institution responsible
          for servicing the Bonds, indicated in paragraph 2.5.1 ("Bond
          Service").

          When the Company decides to redeem the Bonds upon, or prior to,
          maturity, a notice to that effect will be published, no later than one
          month before the redemption date, in the Journal Officiel (if required
          by applicable French regulations at that time), in the financial
          press, and by Euronext Paris S.A.

2.3.7.5   Cancellation of the Bonds

          Bonds redeemed upon, or prior to, maturity, Bonds purchased on or
          off-market or by way of a public offer, and Bonds that have been
          converted into and/or exchanged for shares, shall cease to be
          outstanding and shall be cancelled in accordance with French law.

2.3.7.6   Accelerated Redemption of Bonds in Event of Default

          The representative of the Bondholders may, following a resolution
          adopted by a meeting of the Bondholders, by written notice to the
          Company with a copy to the institution centralizing services for the
          Bonds, cause all of the Bonds to become immediately due and payable at
          par increased by the interest remaining to be paid with respect to the
          period between the last Interest Payment Date and the effective date
          of redemption, upon the occurrence of any of the following events:

          (a)  default by the Company in payment of interest on any Bond on the
               due date thereof, if such default has not been cured within 5
               business days after it becomes due and payable;

          (b)  default by the Company in the performance of any other provision
               relating to the Bonds, if such default has not been cured within
               10 business days from receipt of a written notice by the Company
               of such default given by the representative of the Bondholders;

          (c)  default in the payment of any other indebtedness or guarantee of
               indebtedness by the Company or any of its Significant
               Subsidiaries (as defined below) in a total amount of at least 10
               million euros, on the due date thereof, or, as the case may be,
               upon expiration of any applicable grace period;

          (d)  an acceleration event has occurred under any other indebtedness
               of the Company or any of its Significant Subsidiaries (as defined
               below) and, as a result of such acceleration, such indebtedness
               has been declared immediately due and payable;

          (e)  the Company or any of its Significant Subsidiaries (as defined
               below) applies for the appointment of a receiver or conciliator,
               enter into a composition or compromise with its creditors, be
               adjudicated in bankruptcy (liquidation judiciaire), or in the
               event of a total assignment of its business (cession totale de
               son entreprise), or any other measure or procedure having
               equivalent effect;

          (f)  the Company's shares cease to be admitted to trading on the
               Premier Marche of Euronext Paris S.A. or any regulated securities
               exchange within the European Union, or similar market;

          (g)  any other event or circumstance which, under any law or as a
               result of a decision of any court of competent jurisdiction, has
               similar or equivalent effects or results in circumstances similar
               to those described above.

          For purposes of the foregoing, "Significant Subsidiary" shall mean a
          company consolidated on a total basis ("integration globale") in which
          the Company owns, directly or indirectly, at least 50 per cent. of the
          voting rights and which, accounted for (i) more than 10 per cent. of
          the Company's consolidated gross operating margin during the last
          financial year, or (ii) more than 10 per cent. of the Company's
          consolidated assets at the close of such financial year, or (iii) more
          than 10 per cent. of the Company's consolidated pre-tax income over
          the same period.

2.3.7.7   Early Redemption at the Option of the Bondholder

          Any bondholder may, at his/her sole option, request the early
          redemption in cash on 1 January 2006 of all or part of the Bonds
          he/she owns. Such decision is irreversible.

                                       13

<PAGE>


Translation from French-for Information Only

          The Bonds shall be redeemed at par increased by the interest remaining
          to be paid with respect to the period between the last Interest
          Payment Date and the effective date of redemption.

          The Company shall remind Bondholders of the option they have by
          placing a notice in the Journal Officiel and in a financial
          publication with a national circulation at a date between 45 and 30
          days prior to the date the Bondholders can effectively request early
          redemption.

          Bondholders who choose to act on such option that is made available to
          them shall give notice thereof to the financial institution holding
          their bonds in an account, and this institution will in turn carry out
          the required formalities with the institution responsible for the
          financial service, after the twentieth day before the early redemption
          date and no later than seven days prior to said redemption.

2.3.8     Gross Yield to Maturity

          The gross yield to maturity shall be 4 per cent. as at the settlement
          date (assuming the Bonds are not converted and/or exchanged into
          shares or redeemed prior to maturity).

          On the French bond market, "yield to maturity" means the annual rate
          which, at a given date, gives, at such rate and on a compound interest
          basis, the present value of all amounts payable and all amounts
          receivable under the Bonds (definition of the Comite de normalisation
          obligataire).

          For information purposes, the table below sets out the trading prices
          which the Havas Advertising share must reach on the maturity date in
          order to give, following conversion and/or exchange of the Bonds into
          shares, various yield differentials in comparison with Treasury bonds
          to maturity as well as the internal growth rate of the share.
<TABLE>
<CAPTION>
                                                             Trading        Annual
                                                             prices at     growth rate
                                                             maturity      of the share
          Yield to maturity at settlement date(1)              date        price(2)(3)
          ---------------------------------------            ---------     -----------
          <S>                                              <C>             <C>
          OAT - 1.09% = 4% ...............................  10.75 euros       4.37%
          OAT = 5.09% ....................................  11.64 euros       5.64%
          OAT + 1% = 6.09% ...............................  12.51 euros       6.79%
          OAT + 2% = 7.09% ...............................  13.43 euros       7.94%
</TABLE>
          -----------------
          /(1)/ Yield to maturity of comparable Treasury Bonds: 5.09 per cent.,
                13 May 2002.
          /(2)/ Excluding effects due to dividends.
          /(3)/ With a share price of 8.10 euros and a calculation date of 22
                May 2002.

2.3.9     Term and Average Life

          6 years and 224 days from the settlement date until the scheduled
          redemption date (the average term is identical to the term of the
          Bonds in the absence of conversion and/or exchange and early
          redemption of the Bonds).

2.3.10    Further Issues

          If the Company subsequently issues further debt securities having in
          all respects the same rights as the Bonds, it may, without the consent
          of the Bondholders and provided that the terms and conditions of all
          such bonds so permit, consolidate the Bonds with such further bonds,
          thereby treating them as the same issue for the purposes of trading
          and servicing.


                                       14

<PAGE>


Translation from French-for Information Only

2.3.11    Rank and Negative Pledge

2.3.11.1  Rank

          The Bonds and the interest thereon constitute direct, general,
          unconditional, unsubordinated, and unsecured obligations of the
          Company and rank equally among themselves and pari passu with all
          other unsecured and unsubordinated indebtedness and guarantees,
          present and future, of the Company.

2.3.11.2  Negative Pledge

          So long as any of the Bonds remain outstanding, the Company shall not
          grant any charge (hypotheque) over its present or future assets or
          real property interests, nor any pledge (nantissement) or other
          security interest on its present or future assets for the benefit of
          holders of any other form of indebtedness, present or future, without
          granting similar security to the Bondholders and ensuring that the
          Bonds have the same ranking. This undertaking is given only in
          relation to security granted in favor of holders of other bonds
          (obligations) and does not affect in any way the Company's right to
          otherwise dispose of its assets or grant any security interest in
          respect of such assets in any other circumstances.

2.3.12    Guarantee

          Payments of interest, principal, taxes, costs, and ancillary amounts
          and any other amounts due have not been guaranteed.

2.3.13    Underwriting of Offer

          A syndicate of banks lead-managed by Societe Generale must underwrite
          the issue of the Bonds pursuant to the terms and conditions of an
          underwriting agreement which shall be entered into with the Company on
          13 May 2002.

2.3.14    Rating

          The Bonds will not be rated.

2.3.15    Representation of Bondholders

          As provided by Article L. 228-46 of the French Commercial Code, the
          Bondholders will be grouped together in a collective group ("masse"),
          which shall have legal personality.

          In accordance with Article L. 228-47 of such Code, the representative
          of the Masse of Bondholders will be:

                 Association de representation des masses d'obligataires
                                Centre Jacques Ferronniere
                            32, rue du Champ de Tir, B.P. 81236
                                   44312 NANTES Cedex 3
                    represented by its President Mr. Alain Foulonneau,
                              domiciled at that address.

          The representative will have the power, without restriction or
          reservation, to act on behalf of the Bondholders to protect and manage
          their common rights and interests.

          It will exercise its responsibilities until its dissolution,
          resignation, or termination by a General Meeting of the Bondholders,
          or the occurrence of a situation which is incompatible with that
          status. Its term of office will terminate as a matter of right on the
          date of total or final redemption, prior to maturity or otherwise, of
          the Bonds. This appointment will be automatically extended as a matter
          of right, if necessary, until the final resolution of any proceedings
          in which the representative is involved and the enforcement of any
          judgments rendered or settlements made.

          The representative's compensation, which shall be paid by the Company,
          will be 500 euros per annum; it will be payable on 31 December of each
          of the years 2002 to 2008 inclusive, so long as there are any Bonds
          outstanding on that date.

          The Company will bear the compensation of the representative of the
          masse and the expenses of calling and holding general meetings of the
          Bondholders, publicizing their decisions, and fees related to possible
          appointment of a representative of the masse under Article L. 228-50
          of the French Commercial Code, and all costs of administration and
          management of the masse of the Bondholders and of general meetings
          thereof.

          Meetings of the Bondholders will be held at the Company's registered
          office, or such other place as is specified in the notice of the
          meeting.

          Each Bondholder shall have the right, during the period of 15 days
          prior to any meeting of the masse, to examine and take copies of, or
          cause an agent to do so on its behalf, at the registered office or
          administrative headquarters of the Company, or at such other place as
          is specified in the notice for such meeting, as the case may be, the
          text of the resolutions to be proposed and any reports to be presented
          to such general meeting.

                                       15

<PAGE>


Translation from French-for Information Only

          In the event of the consolidation of the Bonds with further issues of
          bonds giving identical rights to bondholders, and if the terms and
          conditions of such bonds so permit, the Bondholders of all such issues
          shall be grouped together into a single masse.

2.3.16    Tax Treatment

          Payments of interest on, and redemption of, the Bonds will be made
          subject to withholding taxes and taxes which the law may impose on
          holders of the Bonds.

          The following summary sets forth the tax treatment applicable to
          holders of the Bonds on the basis of current legislation. Individuals
          and legal entities, however, should consult their usual tax advisors
          with respect to the tax treatment which applies to them.

          Interest payments to Bondholders not residing in France for tax
          purposes are exempt from withholding taxes on the basis of the
          conditions set forth in paragraph 2.3.16.2. ("Persons Not Resident in
          France for Tax Purposes").

          Non-residents of France for tax purposes should comply with the tax
          laws applicable in the jurisdiction in which they reside.

2.3.16.1  French Residents for Tax Purposes

          1.  Individuals Holding the Bonds as Part of their Private Assets

              (a) Interest and Redemption Premium

                  Income (interest and redemption premium) in respect of the
                  Bonds received by individuals holding them as part of their
                  private assets are:

                  o either included in the calculation of the taxpayer's income
                    which is subject to income tax taxable on a progressive
                    basis and to which is added:

                  o a general social insurance contribution (contribution
                    sociale generalisee) of 7.5 per cent., of which 5.1 per
                    cent. is deductible from taxable income (Articles 1600-0 C
                    and 1600-0 E of the General French Tax Code, hereinafter
                    called the "Tax Code"),

                  o the social insurance deduction of 2 per cent. (Article
                    1600-0 F bis III 1 of the Tax Code),

                  o the contribution for the reduction of the social insurance
                    deficit of 0.50 per cent. (Article 1600-0 L of the Tax
                    Code),

                  o or, at the payer's option, subject to a withholding tax of
                    15 per cent. (Article 125 A of the Tax Code) to which is
                    added:

                  o the general social insurance contribution of 7.5 per cent.
                    (Articles 1600-0 E of the Tax Code),

                  o the social insurance deduction of 2 per cent. (Article
                    1600-0 F bis III 1 of the Tax Code),

                  o the contribution for the reduction of the social insurance
                    deficit of 0.5 per cent. (Article 1600-0 L of the Tax Code).

              (b) Capital Gains

                  Pursuant to Article 150-0 A of the Tax Code, capital gains
                  realized by individuals will be taxed at the rate of 16 per
                  cent., if the aggregate amount of sales of securities made
                  during the calendar year exceeds, for sales made after 1
                  January 2002, the threshold of 7,650 euros per taxpayer
                  (Article 200 A 2 of the Tax Code), to which should be added:

                  o the general social insurance contribution of 7.5 per cent.
                    (Articles 1600-C and 1600-0 E of the Tax Code),

                  o the social insurance deduction of 2 per cent.
                    (Article 1600-0 F bis III 1 of the Tax Code),

                  o the contribution for the reduction of the social insurance
                    deficit of 0.5 per cent. (Article 1600-0 L of the Tax Code).

                  Capital losses can be set off against capital gains of the
                  same type realized in the same year and, if necessary, in the
                  five following years on the condition that dispositions for
                  the year in which the capital loss was realized exceeded the
                  threshold of 7,650 euros described above for the year in which
                  the capital loss was realized.


                                       16

<PAGE>
Translation from French-for Information Only

     (c) Conversion and/or Exchange of Bonds into Shares

         See, paragraph 2.6.6. ( "Tax Treatment of Conversion and/or Exchange").

     (d) Wealth Tax

         The Bonds held by individuals will be included in their taxable basis
         subject, if at all, to the wealth tax.

     (e) Estate and Gift Taxation

         Bonds passed by will or testamentary succession or which are the
         subject of inter vivos gifts will be subject to estate and gift taxes
         in France.

 2.  Companies Subject to Corporate Income Tax

     (a) Interest and Redemption Premium

         Interest accrued on Bonds during the year is included in taxable income
         and subject to corporate income tax at the rate of 33 1/3 per cent. (or
         the reduced rate of 25 per cent. for fiscal years beginning after 2001,
         or 15 per cent. for fiscal years beginning 1 January 2002 and
         thereafter, up to the limit of 38,120 euros of taxable income by period
         of twelve months, for companies meeting the conditions set forth in
         Article 219.I.b of the Tax Code), plus, for fiscal years closed as from
         1 January 2002, a contribution equal to 3 per cent. of such corporate
         income tax (Article 235 ter ZA of the Tax Code).

         A social insurance contribution of 3.3 per cent. is also applicable
         (Article 235 ter ZC of the Tax Code); it is calculated on the basis of
         the amount of corporate income tax, reduced by an allowance of 763,000
         euros per period of twelve months. However, companies which have
         revenues of less than 7,630,000 euros and the registered capital of
         which is fully paid and at least 75 per cent.-owned continually by
         individuals or by a company meeting the same conditions in terms of
         paid-up capital, revenues, and equity ownership are exempt from this
         contribution.

         In accordance with Article 238 septies E of the Tax Code, companies
         owning Bonds must include in their taxable income, for each fiscal
         year, a portion of the redemption premium each time such premium
         exceeds 10 per cent. of the acquisition price.

         For purposes of applying these provisions, the term "redemption
         premium" is understood to mean the difference between the amounts to be
         received by the issuer, excluding simple interest paid each year, and
         the amounts paid at the time of subscription for, or acquisition of,
         the Bonds.

         However, these provisions do not apply to Bonds, the average price of
         which was higher than 90 per cent. of the redemption value.

         The taxable annuity is obtained by applying the annual yield determined
         at the date of acquisition to the acquisition price, which price is to
         be increased each year by a portion of the premium capitalized on the
         date on which the redemption date falls. The yield is the annual rate
         which, on the acquisition date, equals, at that rate and on a compound
         interest basis, the current value of the amounts to be paid and the
         amounts to be received.

     (b) Capital Gains

         Disposition of the Bonds may lead to the realization of a capital gain
         or loss to be included in taxable income.

         The amount of gain or loss is equal to the difference between the sale
         price and the acquisition price of the Bonds, with this acquisition
         price being increased, if applicable, by the amounts of redemption
         premiums already subject to tax and not yet received. The gain is taxed
         at the corporate income tax rate of 33 1/3 per cent. (or, as the case
         may be, at the reduced rate of 25 per cent. or 15 per cent. for
         companies meeting the conditions set forth in Article 219.I.b of the
         Tax Code), plus, for fiscal years from 1 January 2002, a contribution
         of 3 per cent. of such corporate income tax (Article 235 ter ZA of the
         Tax Code).

         A social insurance contribution of 3.3 per cent. is also applicable
         (Article 235 ter ZC of the Tax Code); it is based on the amount of
         corporate tax less an allowance of 763,000 euros

                                       17

<PAGE>
Translation from French-for Information Only

         per twelve-month period. However, companies which have revenues of less
         than 7,630,000 euros and the registered capital of which is fully paid
         and at least 75 per cent.-owned continually by individuals or by a
         company meeting the same conditions in terms of paid-up capital,
         revenues, and equity ownership are exempt from this contribution.

     (c) Conversion and/or Exchange of Bonds into Shares

         See, paragraph 2.6.6. ( "Tax Treatment of Conversion and/or Exchange").

2.3.16.2 Persons Not Resident in France for Tax Purposes

     (a) Income Tax (Interest and Redemption Premium)

         Issues of Bonds denominated in euros by French companies are deemed to
         be made outside France for purposes of Article 131 quarter of the Tax
         Code (Bulletin Officiel des Impots 5 I-11-98, Instruction of 30
         September 1998). As a result, interest on the Bonds which is paid to
         persons who are resident for tax purposes, or which have their
         registered office, outside France is exempt from the mandatory
         withholding tax provided under Article 125 A III of the Tax Code.
         Interest payments are also exempt from the social insurance
         contributions.

     (b) Capital Gains

         Taxation of capital gains does not apply to gains realized on the sales
         of securities by persons who are not domiciled for tax purposes in
         France within the meaning of Article 4 B of the Tax Code, or which have
         their registered offices located outside France (and which do not have
         a permanent establishment or fixed base in France and as part of whose
         assets the Bonds are recorded) (Article 244 bis C of the Tax Code).

     (c) Conversion and/or Exchange of the Bonds into Shares

         See, paragraph 2.6.6. ( "Tax Treatment of Conversion and/or Exchange").

     (d) Wealth Tax

         The wealth tax does not apply to bonds issued by French companies and
         owned by individuals domiciled outside France, within the meaning of
         Article 4-B of the Tax Code.

     (e) Estate and Gift Taxation

         Securities issued by French companies, which are inherited from or
         gifted by a French non-resident are generally subject to estate and
         gift taxation. France has entered into tax treaties with a number of
         countries for the purpose of avoiding double taxation under estate and
         gift taxation regimes under which residents of countries which are
         parties to such treaties may, subject to meeting certain conditions, be
         exempt from estate and gift taxes, or obtain a tax credit.

         It is recommended that potential investors consult their tax advisors
         at an early opportunity with respect to their liability for estate and
         gift taxation as a result of owning the Bonds and the conditions on
         which they might qualify for exemption from estate and gift taxes
         pursuant to such tax treaties with France.

2.4   LISTING AND TRADING

2.4.1 Listing

      An application will be made to list the Bonds on the Premier Marche of
      Euronext Paris S.A. The expected trading date is 22 May 2202 under the
      Sicovam Code: 18847. No application to list the Bonds on any other market
      is planned.

2.4.2 Restrictions on Transfer of the Bonds

      No restrictions are imposed by the terms and conditions of the issue on
      the free transferability of the Bonds.

2.4.3 Listing of Securities of the Same Type

      On 12 February 1999 the Company issued debt securities in the nominal
      amount of 230,000,140 euros represented by 1,223,405 bonds convertible
      and/or exchangeable into new or existing Havas

                                       18

<PAGE>
Translation from French-for Information Only

      Advertising shares, of a nominal value of 188 euros per bond, issued at
      par, bearing interest at the rate of 1 per cent. per annum, redeemable on
      1 January 2004 at a price per bond of 195.13 euros, convertible and/or
      exchangeable on the basis of twenty Havas Advertising shares per bond
      (subject to adjustments set forth in the underwriting agreement, the ratio
      of conversion/exchange of ONE share per bond was increased to 20 shares
      following a 20 for one stock split of the nominal amount) and the Sicovam
      code for which is 18071. This issue was described in a Prospectus which
      was registered with the COB under number 99-086 on 3 February 1999 and
      number 99-109 on 9 February 1999. On the date of this Prospectus, there
      remain 454,025 bonds outstanding from this issue.

      On 22 December 2000, the Company issued debt securities in the nominal
      amount of 708,847,459.20 euros represented by 32,817,012 bonds convertible
      and/or exchangeable into new or existing Havas Advertising shares of a
      nominal value of 21.60 euros per share, issued at par, bearing interest at
      the nominal annual rate of 1 per cent., redeemable on 1 January 2006 at a
      price of 25.44 euros per bond, convertible and/or exchangeable on the
      basis of ONE Havas Advertising share per bond (subject to adjustments set
      forth in the underwriting agreement) and the Sicovam code for which is 18
      074. This issue was described in a Final Prospectus registered with the
      COB under number 00-2003 dated 11 December 2000. On the date of this
      Prospectus 32,817,012 bonds from this issue are still outstanding.

2.5   GENERAL INFORMATION ABOUT THE BONDS
2.5.1 Financial Services

      Societe Generale will provide financial services for the issue (payment of
      interest, redemption of the Bonds, etc.).

      Administrative services with respect to the Bonds will also be provided by
      Societe Generale.

2.5.2 Jurisdiction

      Claims against the Company will be submitted to the jurisdiction of the
      courts having jurisdiction over the registered office of the Company and
      in other cases will be those designated according to the nature of the
      dispute, unless otherwise provided in the New French Civil Procedure Code.

2.5.3 Use of Proceeds

      The proceeds of this issue will be used to finance Havas Advertising
      external growth strategy and general corporate purposes and to improve the
      financial debt structure of the group by extending its average maturity
      while at the same time enabling it to potentially reinforce its
      shareholders' equity in the future.

2.6   CONVERSION AND/OR EXCHANGE OF THE BONDS INTO SHARES
2.6.1 Nature of Rights of Conversion and/or Exchange

      The Bondholders will have the right at any time after the settlement date
      up to the seventh business day preceding the date of redemption to
      receive, at the Company's option, new and/or existing shares of the
      Company (the "Conversion/Exchange") which will be fully paid or settled by
      offset against their claim under the Bonds, on the terms and conditions
      set forth in paragraph 2.6.7.5 below ("Settlement of Fractional
      Interests").

      The Company, at its option, may deliver new and/or existing shares.

      At the date of this prospectus, Havas Advertising holds 10,301,590 shares,
      or 3.38 per cent. of its registered capital, including 3,151,350 shares
      under the terms of an agreement contrat de tenue de marche et de liquidite
      entered into with Societe Generale on 4 August 2000 and which still in
      force, and 6,000,000 set aside for a stock option plan.

      The Company may acquire existing shares under the authority given to the
      Board of Directors by the Shareholders' Meeting held on 22 May 2001
      relating to the repurchase program, which was the subject of a Prospectus
      registered with the COB under number 01-0417 on 23 April 2001. The Company
      intends to submit to the next meeting of shareholders a resolution
      renewing this authority. To this end, the it put out a Prospectus that was
      registered with the COB under number 02-383 on 16 April 2002.
                                       19

<PAGE>
Translation from French-for Information Only

2.6.2 Suspension of the Conversion/Exchange Right

      In the event of a capital increase, an issue of securities conferring
      rights to receive shares, a merger (fusion) or demerger (scission) or any
      other financial transaction conferring preferential or preemptive
      subscription rights or reserving a priority subscription period for the
      Company's shareholders, the Company shall be entitled to suspend the
      Conversion and/or Exchange right for a period not exceeding three months.
      This right does not affect the rights of the holders of Bond called for
      redemption to receive shares, nor the exercise period outlined in
      paragraph 2.6.3 ("Exercise Period and Conversion/Exchange Ratio").

      The Company's decision to suspend the Conversion/Exchange Right will be
      published in a notice in the Bulletin des annonces legales obligatoires.
      This notice will be published at least fifteen days before the effective
      date of the suspension; it will indicate the effective date of the
      suspension and the date on which the suspension takes effect and the date
      on which it will end. This information will also be published in a
      financial daily newspaper with general circulation in France and in a
      notice issued by Euronext Paris S.A.

2.6.3 Exercise Period and Conversion/Exchange Ratio

      Each Bondholder will be entitled to exercise its conversion/exchange right
      at any time from 22 May 2002, the settlement date of the Bonds up to the
      seventh business day preceding the redemption date on the basis of ONE
      Havas Advertising share, nominal value of 0.40 per share, for ONE Bond
      (hereinafter called the "Conversion/Exchange Ratio"), subject to the
      adjustments provided in paragraph 2.6.7.3 ("Adjustment of the
      Conversion/Exchange Ratio in the Event of Financial Transactions").

      The issuer may, at its option, deliver new shares to be issued and/or
      existing shares.

      For Bonds which are called for redemption at maturity or early, the
      Conversion/Exchange Right will end on the seventh business day which
      precedes the redemption date.

      Any Bondholder who has not exercised its Conversion/Exchange Right prior
      to such date will receive the redemption price determined as provided for
      such cases in paragraph 2.3.7.1 ("Redemption at Maturity"), or paragraph
      2.3.7.3.1 ("Early Redemption at the Option of the Issuer"). The holders of
      the Bonds will also receive accrued interest for the period between the
      last Interest Payment Date prior to the date of Redemption at Maturity or
      Early Redemption and the actual redemption date.

2.6.4 Exercise of the Conversion/Exchange Right

      To exercise their conversion/exchange rights the Bondholders should make
      their request to the intermediary with which their Bonds held on account.
      Societe Generale will ensure co-ordination of all such requests.

      Any request for the exercise of the Conversion/Exchange Right received by
      Societe Generale in its capacity as centralizing agent during a calendar
      month (the "Exercise Period") will take effect on the earlier of the
      following dates (the "Exercise Date"):

      (i) the last business day of such calendar month;

      (ii) the seventh business day preceding the date set for redemption.

      For Bonds having the same Exercise Date, the Company may, at its option,
      choose between:

      o conversion of the Bonds into new shares;
      o exchange of the Bonds against existing shares;
      o delivery of a combination of new and existing shares.

      All holders of Bonds having the same exercise date will be treated equally
      and will have their shares converted and/or exchanged, as the case may be,
      in the same proportion, subject to any rounding adjustments.

      Bondholders will receive shares on the seventh business day following the
      Exercise Date.
                                       20

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Translation from French-for Information Only

2.6.5     Rights of the Bondholders to Receive Interest on the Bonds and
          Dividends on the Shares Delivered

          In the event of exercises of the Conversion/Exchange Right, no
          interest will be paid to Bondholders for the period between the last
          Interest Payment Date preceding the Exercise Date and the date on
          which the shares are delivered.

          The rights applicable to the new shares issued upon conversion are
          described in paragraph 2.7.1.1 below ("New Shares Issued Upon
          Conversion").

          The rights applicable to existing shares delivered upon an exchange
          are described in paragraph 2.7.1.2 ("Existing Shares Delivered Upon
          Exchange") below.

2.6.6     Tax Treatment Applicable Upon Conversion or Exchange

          Under current law, the applicable tax treatment will be as described
          below. Individuals or companies should, nevertheless, consult their
          normal tax advisors with respect to their particular tax situations.

2.6.6.1   French Residents for Tax Purposes

2.6.6.1.1 Individuals Holding Securities as Part of their Private Assets

          The capital gain realized on conversion of the Bonds into new and/or
          existing shares will benefit from a tax deferral under Article 150-0 B
          of the Tax Code.

          In the event of subsequent transfer of the shares, the net capital
          gain, calculated on the basis of the acquisition price or value of the
          Bonds (Article 150-0 D 9 of the Tax Code) is subject to the capital
          gains tax treatment which applies to transferable securities (see,
          paragraph 2.3.16.1 "French Residents for Tax Purposes").

2.6.6.1.2 Legal Entities Subject to Company Income Tax

          1.   Treatment of Bonds Converted into New Shares

          The capital gain or loss realized on the conversion of the Bonds into
          new shares will benefit from a tax deferral under Article 38-7 of the
          Tax Code.

          In the event of subsequent transfer of the shares received on the
          conversion, the capital gain or loss attributable to such transfer
          will be calculated on the basis of the value for tax purposes that the
          Bonds were deemed to have had for the transferor. This capital gain
          will be taxable following the terms of paragraph 2.3.16.1.

          Subject to a penalty equal to 5 per cent. of the amounts deferred, the
          companies must satisfy the annual disclosure requirements provided
          under Article 54 septies I and II of the Tax Code until the expiration
          date of such deferral.

          2.   Treatment of Bonds Exchanged for Existing Shares

          The tax deferral treatment does not apply to exchanges of Bonds for
          existing shares. In such case, the profit realized upon the exchange
          is subject to company income tax on the normal terms and conditions
          prescribed by law (see, paragraph 2.3.16.1 "French Residents for Tax
          Purposes").

          The same applies to combined delivery of new and existing shares for a
          Bond.

2.6.6.2   Non-French Residents for Tax Purposes

          Capital gains realized on conversion of Bonds into new shares by
          persons who are not French residents for tax purposes, or which do not
          have their registered office in France (and do not have a permanent
          establishment or fixed base in France as part of the assets of which
          the Bonds are held) are not subject to taxation in France.
                                       21

<PAGE>



Translation from French-for Information Only

2.6.7     Maintenance of Bondholders' Rights

2.6.7.1   Issuer's Obligations

          In accordance with French law, the Company undertakes, for so long as
          any Bonds are outstanding, not to reduce its share capital, nor alter
          the way it allocates profits. However, the Company may create
          non-voting preference shares on the condition that it protect the
          rights of the Bondholders as set forth in paragraphs 2.6.7.3
          ("Adjustment of Conversion/Exchange Ratio of Shares") and 2.6.7.4
          ("Publication of Information Relating to Adjustments") below.

2.6.7.2   Capital Reduction Resulting from Losses

          In the event of a reduction in the Company's registered capital as a
          result of losses, the rights of the Bondholders electing to receive
          shares will be reduced accordingly, as if such Bondholders had been
          shareholders as of the date the Bonds were issued, regardless of
          whether the capital reduction takes the form of a reduction in the
          nominal value of the shares or in the number of the shares themselves.

2.6.7.3   Adjustments of the Conversion/Exchange Ratio in the Event of Financial
          Transactions

          As a result of any of the following transactions which the Company may
          undertake after the issue date of the Bonds:

          o   issue of securities carrying listed preferential rights,
          o   capital increase by capitalization of reserves, earnings, or share
              premiums and distribution of bonus shares, or stock split or
              reverse split,
          o   capitalization of reserves, profits or share premiums by
              increasing the nominal value of the shares,
          o   distribution of reserves or premiums in cash of in securities,
          o   distribution to shareholders of any bonus financial instruments
              other than shares of the Company,
          o   merger, acquisition, demerger,
          o   purchase by the Company of its own shares at a price greater than
              the market price,
          o   distribution of an extraordinary dividend,

          the rights of the Bondholders will be protected, up to date of normal
          or early redemption, by means of an adjustment to the
          Conversion/Exchange Ratio in accordance with the provisions set forth
          below.

          In the event of an adjustment made as provided in paragraphs 1. to 8.
          below, the new Conversion/Exchange Ratio will be calculated to three
          decimal places by rounding to the nearest thousandth (with 0.0005
          being rounded upwards, i.e., to 0.001). Any subsequent adjustments
          will be made on the basis of such newly calculated and rounded
          Conversion/Exchange Ratio. However, the conversion/exchange of Bonds
          may only result in the delivery of a whole number of shares, the
          treatment of fractions being dealt with below (see, paragraph 2.6.7.5
          ("Fractional Interests")).

          1. In the event of a financial transaction involving an issue of
             shares with a listed preferential subscription right, the new
             Conversion/Exchange Ratio shall be determined by multiplying the
             ratio in effect prior to the relevant transaction by the following
             formula:

               Value of the share ex-right + Value of the subscription right
               -------------------------------------------------------------
                         Value of the share ex-subscription right


             In calculating this formula, the values of the share ex-right and
             the value of the subscription right shall be determined on the
             basis of the average of the opening trading prices on the Premier
             Marche of Euronext Paris (or, in the absence of a trade on
             Euronext Paris, on any other regulated, or similar, securities
             exchange on which the share and the subscription right are both
             traded) during all of the market trading sessions included in the
             subscription period during which the shares ex-right and the
             subscription right are simultaneously traded.

          2. In the event of a capital increase by capitalization of reserves,
             profits, or share premia and distribution of bonus shares, or by
             stock split or reverse split of shares, the new
             Conversion/Exchange Ratio will be determined by multiplying the
             Conversion/Exchange Ratio in effect prior to the relevant
             transaction by the following formula:

                                       22

<PAGE>

Translation from French-for Information Only

                   Number of shares existing after the transaction
                  ------------------------------------------------
                  Number of shares existing before the transaction

         3.  In the event of a capital increase through capitalization of
             reserves, profits or share premia made by increasing the nominal
             value of the shares, the nominal value of the shares which may be
             delivered to Bondholders exercising their conversion/exchange
             rights will be increased accordingly.

         4.  In the event of a distribution of reserves in the form of cash or
             securities, the new Conversion/Exchange Ratio will be determined
             by multiplying the Conversion/Exchange Ratio in effect prior to
             the relevant transaction by the following formula:

                         Value of the shares before the distribution
             -----------------------------------------------------------------
             Value of the shares before the distribution reduced by the amount
              distributed or the value of the securities distributed per share

             For purposes of calculating this formula:

              o the value of the shares before the distribution shall be
                determined on the basis of the average of the opening trading
                prices on the Premier Marche of Euronext Paris (or, in the
                absence of a trade on Euronext Paris, on any other regulated, or
                similar, securities exchange on which the share and the
                subscription right are both traded) for a period of twenty
                consecutive trading sessions chosen by the Company from among
                the forty preceding the day of the distribution;

             o  the value of the securities distributed per share shall be
                established on the basis of the average of the opening trading
                prices reported during twenty consecutive trading sessions
                chosen from among the forty preceding the day of distribution,
                if the securities are traded on a regulated exchange. If they
                are not traded on a regulated or similar market before the date
                of distribution, it will be determined on the basis of the
                average of the opening prices reported on such regulated or
                other exchange on 20 consecutive trading days on which the
                securities are traded, chosen from the period of 40 stock
                exchange trading days following the date of distribution, if
                the securities are traded following their distribution, or,
                in any other case, or on the basis of a value determined by
                an internationally known independent expert appointed by the
                Company.

         5.  In the event of a distribution of bonus financial instruments other
             than Company shares, the new Conversion/Exchange Ratio will be
             equal to:

             (a) if the right to receive financial instruments is traded on
                 Euronext Paris S.A., the product of the Conversion/Exchange
                 Ratio in effect prior to the relevant transaction and the
                 following formula:

                              Value of the share ex-right +
                       value of the right to receive securities
                       ----------------------------------------
                               Value of the share ex-right

                 For the calculation of this formula, the prices of the
                 shares ex-right and of the right to receive securities will
                 be determined on the basis of the average of the opening
                 trading prices quoted on Euronext Paris S.A. (or, in the
                 absence of trading on Euronext Paris S.A., on any other
                 regulated or similar market on which the shares and rights
                 are both traded) of the shares and the rights on the first
                 10 stock exchange trading days on which the shares and the
                 rights are simultaneously traded. In the event this
                 calculation should result from fewer than five trades, the
                 calculation will be validated or made by an independent
                 internationally known expert chosen by the Company.

             (b) if the right to receive financial instruments is not traded
                 on Euronext Paris S.A., the product of the Conversion/Exchange
                 Ratio in effect prior to the relevant transaction and the
                 following formula:


                             Value of the share ex-bonus right +
                 value of the financial instruments attached to each share
                 ---------------------------------------------------------
                                Value of the shares ex-right


                                       23

<PAGE>


Translation from French-for Information Only

                 For purposes of calculating this formula, the values of the
                 shares ex-bonus right and of the financial instruments
                 attached to each share, if the latter are traded on a
                 regulated or other similar market, will be determined on the
                 basis of the average opening prices reported on 10
                 consecutive stock exchange trading days following the date
                 of allocation of such financial instruments during which the
                 shares and the financial instruments are simultaneously
                 traded. If the financial instruments are not traded on a
                 regulated or other similar market, their value will be
                 determined by an independent internationally known expert
                 chosen by the Company.

         6.  If the Company is taken over by another company, or merges with one
             or more other companies into a new company, or is demerged, the
             Bonds will be convertible and/or exchangeable into the shares of
             the new or acquiring company.

             The new Conversion/Exchange Ratio will be determined by adjusting
             the Conversion/Exchange Ratio in effect prior to the relevant
             transaction by reference to the exchange ratio of the Company's
             shares against the shares of the new or acquiring company or
             beneficiary companies of a demerger.

             These companies will be substituted to the Company for the
             purpose of the above provisions so as to preserve the rights of
             the Bondholders, as necessary, in the case of financial
             transactions or transactions in securities and, in general, to
             ensure that the egal and contractual rights of the Bondholders
             are protected.

         7.  In the event of a repurchase by the Company of its own shares at a
             price higher than the market price, the new Conversion/Exchange
             Ratio will be equal to the product of the existing
             Conversion/Exchange Ratio and the following ratio, calculated to
             the nearest hundredth of a share:

              Value of the share + Pc% x (Repurchase Price--Value of the share)
              -----------------------------------------------------------------
                                     Value of the share

             In calculating this ratio:

             Value of the share shall mean the average of at least 10
             consecutive trading prices chosen from the twenty preceding the
             repurchase (or the repurchase right).

             Pc% shall mean the percentage of share capital repurchased.

             Repurchase price shall mean the effective repurchase price (by
             definition higher than the market price).

         8.  Distribution of exceptional dividends

             If the Company pays an Exceptional Dividend (as defined below),
             the new Conversion/Exchange Ratio of shares will be calculated as
             set forth below.

             For the purposes of this paragraph 8, the term "Exceptional
             Dividend" will mean any dividend paid in cash or in kind to
             shareholders, where the total amount of such dividend (without
             taking tax credits (avoir fiscal) into account) (the "Reference
             Dividend") and of all other cash dividends or dividends in kind
             paid to shareholders during the same financial period of the
             Company (without taking any related tax credits into account)
             (the "Previous Dividends") represents a "Ratio of Distributed
             Dividends" (as defined below) of over 5 per cent.

             For purposes of the preceding paragraph the term "Ratio of
             Distributed Dividends" means the sum of the ratios obtained by
             dividing the Reference Dividend and each of the Previous
             Dividends by the market capitalization of the Company on the day
             preceding the corresponding distribution date; the market
             capitalization used to calculate each of the relationships being
             equal to the product of (x) the closing trading price of the
             Company's shares on Euronext Paris the day preceding the payment
             date of the Reference Dividend, or each of the Previous
             Dividends, by (y) the respective numbers of the Company's shares
             existing on each of such dates. Any dividend or other fraction of
             dividends causing an adjustment of the ratio of redemption under
             paragraphs 1 through 7 above shall not be taken into
             consideration for purposes of this section. The formula to
             calculate the new Conversion/Exchange Ratio of the shares in the
             event of an exceptional dividend will be as follows:

             NRA = RA x (1 + RDD - 2.5%)


                                       24

<PAGE>


Translation from French-for Information Only

               where:

               - NRA means the new Conversion/Exchange Ratio of the shares

               - RA means the last Conversion/Exchange Ratio of the shares in
               effect before the distribution of the Reference Dividend; and

               - RDD means the ratio of Distributed Dividends, as defined above;

               provided, however, that any dividend (if necessary, reduced by
               any portion of a dividend giving rise to calculation of a new
               Conversion/Exchange Ratio of shares under paragraphs 1 to 7
               above) declared and paid between the payment of a Reference
               Dividend and the end of the same financial period of the Company
               shall give rise to an adjustment on the basis of the following
               formula:

               - NRA = RA x (1 + RDD).

               where:

               - NRA means the new Conversion/Exchange ratio of the shares

               - RA means the last Conversion/Exchange ratio of the shares in
               effect before the distribution of the additional dividend; and

               - RDD means the ratio obtained after dividing (i) the additional
               dividend (excluding any portion of the dividend giving rise to
               adjustment of the Conversion/Exchange Ratio pursuant to
               paragraphs 1 to 7 above) not taking into account any tax credits
               (avoir fiscal), by (ii) Havas Adertising's market capitalization
               equal to the product of (x) the closing price of the Company's
               shares on the Paris Stock Exchange the day preceding the
               distribution date of the additional dividend and (y) the number
               of the Company's existing shares on that date;

               In the event the Company should complete transactions in respect
               of which an adjustment under one of paragraphs 1 to 8 above has
               not been made and where later French law or regulations would
               require an adjustment, it will make such adjustment in accordance
               with applicable provisions of law and customary practice in such
               matters in the French market.

               The Company's Board of Directors will report on the components of
               the calculation and on the results of any adjustment in the
               annual report following any such adjustment.

2.6.7.4   Publication of Information Relating to Adjustments

          In the event of an adjustment, the new Conversion/Exchange Ratio will
          be notified to the Bondholders by a notice published in the Bulletin
          des annonces legales obligatoires, a notice in a financial newspaper
          having general circulation, and by a notice of Euronext Paris S.A.

2.6.7.5   Fractional Interests

          Each Bondholder exercising its rights under the Bonds may receive a
          number of Havas Advertising shares calculated by applying to the
          number of Bonds surrendered on the same date the relevant
          Conversion/Exchange Ratio in effect at that time.

          When the number of shares so calculated is not a whole number, the
          Bondholder may request the delivery of:

          o either the whole number of shares immediately less, in which case
          the holder shall be paid an amount in cash equal to the product of the
          fractional share creating the fractional interest multiplied by the
          average price of the Company' shares on the Premier of Euronext Paris
          on the basis of the opening trading price quoted on Euronext Paris on
          the last trading day of the Exercise Period during which Havas
          Advertising shares are traded;

          o or the nearest whole number of shares immediately greater, provided
          that, in such case, such Bondholder pay to the Company an amount equal
          to the value of the fraction of a share requested, calculated on the
          basis set forth in the preceding paragraph.

2.6.8     Notice to Bondholders

          In the event the Company intends to carry out a transaction involving
          preemptive subscription rights for its existing shareholders, the
          Bondholders will be notified prior to the commencement of such

                                       25

<PAGE>



Translation from French-for Information Only

          transaction by a notice published in the Bulletin des annonces legales
          obligatoires, in a financial newspaper having general circulation in
          France, and by a notice of Euronext Paris S.A.

2.6.9     Effect of Conversion and/or Exchange on Existing Shareholders

          The information provided below, together with the terms of the
          transaction, will constitute the additional report prepared in
          accordance with Articles 155-2 and 155-3 of the Decree of 23 March
          1967. This report, containing the information required by applicable
          regulations, together with the additional report of the Company's
          statutory auditors, will be available to shareholders at the Company's
          registered office during the prescribed period and will be brought to
          their attention at the next general meeting of shareholders.

          On the assumption that all the Bonds issued are converted into new
          Havas Advertising shares, the effect of this conversion would be:

          1. The effect of the issue and conversion of the outstanding Bonds on
          the holding of a shareholder with a 1 per cent. interest in the
          Company's share capital prior to the issue and who does not subscribe
          for Bonds (such calculation being made on the basis of the number of
          shares as at 31 December 2000) would be as follows:
<TABLE>
<CAPTION>

                                                                            Holding
                                                                            -------
<S>                                                                         <C>


          Before the issue of the Bonds ................................         1%
          After the issue and conversion of 37,209,303 Bonds ...........      0.89%
          After the issue and conversion of 41,860,465 Bonds (1) .......      0.88%
</TABLE>

          ----------
          (1)  In case of increase of the amount of bonds issued, in accordance
               with paragraph 2.2.1.1 above.

          2.  The effect of the issue and conversion of the Bonds on the holder
          of one Havas Advertising share for the consolidated shareholders'
          equity as of 31 December 2001 would be as follows:

<TABLE>
<CAPTION>

                                                                            Consolidated
                                                                            Shareholder's
                                                                               Equity
                                                                            --------------
<S>                                                                       <C>

          Before the issue of the Bonds ...............................      4.54 euros
          After the issue and conversion of 37,209,303 Bonds ..........      5.22 euros
          After the issue and conversion of 41,860,465 Bonds(1) .......      5.29 euros
</TABLE>
          ----------
          (1)  In case of increase of the amount of Bonds issued, in accordance
          with paragraph 2.2.1.1 above.

          In the event all the Bonds are exchanged for existing shares, the
          position of existing Havas Advertising shareholders will not be
          affected.

2.7       SHARES ISSUED UPON CONVERSION OR EXCHANGE OF THE BONDS

2.7.1     Rights Attaching to the Shares to be Issued

2.7.1.1   New Shares to be Issued on Conversion

          The shares to be issued upon conversion of the Bonds shall be subject
          to all provisions of the Company's articles of association (statuts)
          and will carry dividend rights as of the first day of the financial
          year in which conversion takes place. They will entitle holders in
          respect of that financial year and the following financial years to
          the same dividend (on the basis of the same nominal value) as that
          paid in respect of other ordinary shares with equivalent rights. As a
          result, they will be fully assimilated to such ordinary shares from
          the date of payment of the dividends relating to the preceding
          financial year, or if none were distributed, following the annual
          general meeting called to pass on the financial statements of that
          financial year.

2.7.1.2   Existing Shares Resulting from Exchange Actions

          Shares of the Company delivered in exchange shall be existing ordinary
          shares conferring to their holders, from the date of delivery, all the
          rights attached to ordinary shares provided that in the case the right
          to receive the dividend is detached between the exercise date and the
          settlement date, Bondholders shall not be entitled to the dividend nor
          to any compensation therefor.

                                       26

<PAGE>


Translation from French-for Information Only

2.7.1.3   General provisions

          Each new or existing share gives the right to an interest in the
          assets, profits, and liquidating dividend of the Company in proportion
          to that part of the share capital represented by it, taking account of
          whether any share capital has been redeemed or not, whether the shares
          have been fully paid up or not, the nominal value of ordinary shares
          and the rights of different classes of shares.

          Each ordinary share carries one vote in meetings of the Company's
          shareholders.

          Shares are subject to all the provisions of the Bylaws.

          Dividends are barred after the legal statute of limitations of five
          years and thereafter escheat to the French State.

2.7.2     Transferability of the Shares

          No provision in the Bylaws limits the free transferability of the
          Company's shares.

2.7.3     Nature and Form of the Shares

          The shares shall be either in bearer or registered form, at the
          shareholder's option.

          Whatever their form, the shares are required to be recorded in an
          account maintained by the Company or its agent or by an authorized
          intermediary. The rights of each holder will be represented by an
          entry in its name in an account maintained by Societe Generale in the
          case of fully registered shares and by the intermediary of the
          holder's choice in the case of administered registered shares and
          bearer shares.

2.7.4     Tax Treatment of Shares

          The following provisions summarize under present law the tax
          consequences which may be applicable to investors. Individuals and
          legal entities, however, should consult their usual tax advisors with
          respect to the tax treatment which applies to them.

          Non-residents of France for tax purposes should comply with the tax
          laws in effect in their jurisdiction of tax residence.

2.7.4.1   Shareholders who are French Residents for Tax Purposes

          1. Individuals Holding their Shares as Part of their Private Assets

             (a) Dividends

                 Dividends paid by French companies, including a tax credit
                 of 50 per cent., are taken into account for the calculation
                 of total income in the category of income from securities;
                 dividends benefit from the global annual allowance of 2,440
                 euros for married couples that file a joint tax return and
                 for other couples which have opted for joint tax treatment
                 with effect from the assessment in respect of the year in
                 which the third anniversary of the registration of a union
                 agreement (pacte de solidarite) falls (Article 515-1 of the
                 Civil Code) and 1,200 euros for a single person, widower,
                 divorced person, or married couples subject to separate tax
                 treatment. These allowances do not apply to single, widower
                 or divorced taxpayers whose net taxable income exceeds
                 46,343 euros (for 2001) and to taxpayers subject to a joint
                 assessment whose net taxable income exceeds 92,686 euros
                 (for 2001). Dividends, as well as related tax credits
                 (avoirs fiscaux), are currently subject to income tax on a
                 progressive scale to which is added without any allowances:

                 o the general social insurance contribution of 7.5 per cent.
                 including 5.1 per cent. deductible from the global taxable
                 income (Articles 1600-C and 1600-0 E of the Tax Code),

                 o the social insurance deduction of 2 per cent. (Article 1600-0
                 F bis III 1 of the Tax Code),

                 o the contribution for the reduction of the social insurance
                 deficit of 0.5 per cent. (Article 1600-0 L of the Tax Code).

                 The tax credit (avoir fiscal) related to dividends paid is
                 imputable to the total amount of income tax payable and is
                 refundable, in the event of a surplus.

                                       27

<PAGE>
Translation from French-for Information Only

      (b) Capital Gains

          Pursuant to Article 150-0 A of the Tax Code, capital gains realized
          by individuals will be taxed at the rate of 16 per cent., if the
          aggregate amount of sales of securities made during the calendar year
          exceeds, for sales made after 1 January 2002, the threshold of 7,650
          euros per taxpayer (Article 200 A 2 of the Tax Code), to which should
          be added:

          o  the general social insurance contribution of 7.5 per cent.
          (Articles 1600-C and 1600-0 E of the Tax Code),

          o  the social insurance deduction of 2 per cent. (Article 1600-0 F
          bis III 1 of the Tax Code),

          o  the contribution for the reduction of the social insurance deficit
          of 0.5 per cent. (Article 1600-0 L of the Tax Code).

          Capital losses can be set off against capital gains of the same type
          realized in the same year and, if necessary, in the five following
          years on the condition that dispositions for the year in which the
          capital loss was realized exceeded the threshold of 7,650 euros
          described above the year in which the capital loss was realized.

      (c) Special PEA (Share Savings Plans) Tax Treatment

          Shares issued by French companies are eligible to be held in a share
          savings plan (Plan d'epargne en actions- PEA), created by law no.
          92-666 of 16 July 1992.

          Subject to certain conditions, the dividends received and the capital
          gains realized are exempt from income tax, but are still subject to
          the social insurance contribution deduction, the general social
          insurance contribution, and the social insurance deficit repayment
          contribution.

          The table below summarizes the different taxes applicable as at 1
          January 2002 on the basis of the closing date of the plan:
<TABLE>
<CAPTION>
                                                Social       General social    Social insurance
                                               insurance       insurance       deficit reduction   Income
                                               deduction     contribution        contribution        Tax      Total
                                               ---------     ---------------    ----------------    ------    -----
<S>                                             <C>             <C>               <C>              <C>      <C>
            Duration of Share Savings Plan
          Less than 2 years                       2.0%            7.5%               0.5%           22.5%    32.5%/(1)/
          Between 2 and 5 years                   2.0%            7.5%               0.5%           16.0%    26.0%/(1)/
          More than 5 years                       2.0%            7.5%               0.5%            0.0%    10.0%
</TABLE>
          --------------
          /(1)/ Over the whole amount where the threshold has been exceeded.

     (d)  Wealth Tax

          Shares held by individuals will be included in their taxable basis
          subject, if at all, to the wealth tax.

      (e) Estate and Gift Taxation

          Shares passed by will or testamentary succession or which are the
          subject of inter vivos gifts will be subject to estate and gift taxes
          in France.

2.  Companies Which are Shareholders Subject to Company Income Tax

    (a)   Dividends

          Dividends received by companies liable for company income tax, as
          well as the 15 per cent. tax credit of dividends paid for tax credits
          used as from 1 January 2002, are included in taxable income and
          subject to company income tax at the rate of 33 1/3 per cent. (or the
          reduced rate of 25 per cent. or 15 per cent. for companies meeting
          the conditions set forth in Article 219.I.b of the Tax Code). To this
          amount is added a contribution equal to 3 per cent. of company income
          tax for fiscal years closed as from 1 January 2002 (Article 235 ter
          ZA of the Tax Code). The tax credit (avoir fiscal) may be imputed to
          company income tax, but without any possibility of deferral in the
          event of a surplus. Depending on the circumstances, the tax credit
          may be increased by an amount corresponding to 70 per cent. of the
          precompte withholding tax actually paid by the company making the
          dividend distribution, other than

                                       28

<PAGE>

Translation from French-for Information Only

               any due by reason of a deduction from the long-term capital gains
               reserve, for tax credits used as from 1 January 2002. This
               treatment does not apply to precompte which is not paid by
               attribution against tax credits (avoirs fiscaux) or other tax
               credits.

               A social insurance contribution of 3.3 per cent. is applicable,
               in addition (Article 235 ter ZC of the Tax Code); it is based on
               the amount of company tax less an allowance of 763,000 euros per
               twelve-month period. However, companies which have revenues of
               less than 7,630,000 euros and the registered capital of which is
               fully paid and at least 75 per cent.-owned continually by
               individuals or by a company meeting the same conditions of
               paid-up capital, revenues, and equity ownership are exempt from
               this contribution.

               Where the company meets the above conditions and has opted for
               the parent company tax regime pursuant to Articles 145, 146, and
               216 of the Tax Code, the dividends received are not taxed, except
               for a proportion of expenses and fees of 5 per cent. of the gross
               dividends (tax credit included). The related tax credits cannot
               be set-off against taxes due by the company, but may be set-off
               against the precompte, in which case the tax credit is equal to
               50 per cent. of the dividends received.

          (b)  Capital Gains

               Sales of shares, other than equity participations, will give rise
               to a gain or loss included in the taxable income of the entity
               and which is taxable at the rate of 331/3 per cent. (or the
               reduced rate of 25 per cent. or 15 per cent. for companies
               meeting the conditions set forth in Article 219.I.b of the Tax
               Code), plus an additional contribution of 3 per cent., described
               above, for financial years ending on or after 1 January 2002
               (Article 235 ter ZA of the Tax Code.

               A social contribution of 3.3 per cent. (Article 235 ter ZC of the
               Tax Code) also applies; this amount is calculated on the amount
               of company income tax, with an allowance of 763,000 euros for
               each twelve-month period. However, companies that have pre-tax
               revenues of less than 7,630,000 euros and the registered capital
               of which is fully paid and at least 75 per cent.-owned
               continually by individuals or by a company meeting the same
               conditions of paid-up capital, revenues, and equity ownership are
               exempt from this contribution.

               Capital gains arising from the dispositions of equity interests
               or of shares which are treated for tax purposes as long-term
               equity interests are eligible for long-term capital gains
               treatment, provided that they have been held for two years and
               provided a special reserve of long-term capital gains is created,
               and are taxable at the rate of 19 per cent. (or, as the case may
               be, reduced to 15 per cent. up to the limit of 38,120 euros of
               taxable income for fiscal periods after 1 January 2002 for
               companies meeting the requirements of Article 219.I.b of the Tax
               Code). To this amount is added a contribution of 3 per cent. of
               company income tax for fiscal periods after 1 January 2002
               (Article 235 ter ZA of the Tax Code and, eventually, a social
               contribution of 3.3 per cent. (Article 235 ter of the Tax Code).

               Shares in companies which are accounted for on the equity method
               and, subject to certain conditions, shares purchased pursuant to
               a public tender offer and shares which give rise to the parent
               company tax regime being applicable, or the acquisition price of
               which is at least equal to 22,800,000 euros are considered to be
               equity investments.

2.7.4.2   Non-Residents of France for Tax Purposes

          (a)  Dividends

               Dividends paid by companies with their registered offices in
               France are subject to a withholding tax of 25 per cent., when the
               tax residence or principal office of the real beneficiary is
               located outside France.

               This withholding tax may be reduced or even eliminated as a
               result of an international tax treaty or through Article 119 ter
               of the Tax Code, and the tax credit may be transferred pursuant
               to such treaties.

               As an exception, dividends from a French source paid to persons
               which do not have a tax domicile or registered office in France
               and which are entitled to transfer their tax credit pursuant to a
               tax treaty in order to avoid double taxation are subject to
               withholding tax at the reduced rate provided under the treaty,
               provided that the relevant persons prove, before the date of
               payment of

                                       29

<PAGE>
Translation from French-for Information Only

               the dividends, that they are resident in the state with which
               France has entered into such treaty for tax purposes pursuant to
               the relevant treaty (Bulletin Officiel des Impots 4-J-1-94,
               Instruction of 13 May 1994).

               The tax credit (avoir fiscal) of 50 per cent. or 15 per cent. is
               refundable, as the case may be, subject to deduction of
               applicable withholding tax at the rate provided under the
               applicable treaty.

          (b) Capital Gains

               Taxation of capital gains does not apply to gains realized on the
               sales of securities by persons who are not domiciled for tax
               purposes in France within the meaning of Article 4 B of the Tax
               Code, or which have their registered offices located outside
               France (and which do not have a permanent establishment or fixed
               base in France and as part of whose assets the shares are
               recorded) and which have not owned, directly or indirectly, alone
               or with members of their family, more than 25 per cent. of the
               dividend rights of the Company at any time during the five years
               preceding the transfer (Articles 244 bis B et 244 bis C of the
               Tax Code).

          (c) Wealth Tax

               Individuals that are not domiciled in France, within the meaning
               of Article 4-B of the Tax Code, are not subject to the wealth tax
               for their financial investments (Article 885L of the Tax Code).

          (d) Estate and Gift Taxation

               France subjects to estate and gift taxation securities of French
               companies which pass by inheritance or inter vivos gift by a
               French non-resident. France has entered into tax treaties with a
               number of countries for the purpose of avoiding double taxation
               under estate and gift taxation regimes under which residents of
               countries which are parties to such treaties may, subject to
               meeting certain conditions, be exempt from estate and gift taxes,
               or obtain a tax credit.

               It is recommended that potential investors consult their tax
               advisors at an early opportunity with respect to their liability
               for estate and gift taxation as a result of owning the Bonds and
               the conditions on which they might qualify for exemption from
               estate and gift taxes pursuant to such tax treaties with France.

2.7.5 Listing of New Shares

          Application will be made to list the new shares issued as a result of
          conversion of the Bonds periodically on the Premier Marche of Euronext
          Paris S.A. Existing shares that have been exchanged for Bonds shall be
          immediately tradable on such exchange.

2.7.5.1 Assimilation of New Shares

          Application will be made to list the new shares issued as a result of
          the conversions on the Premier Marche of Euronext Paris S.A. on the
          basis of their effective dates, either directly on the same line as
          existing and outstanding shares, or on a second line. Havas
          Advertising shares are traded on the Premier Marche of Euronext Paris
          S.A. (Sicovam Code: 12188).

          The Company's shares are admitted to the Systeme de Reglement (SRD)
          clearing system.

2.7.5.2 Other Markets Where the Shares are Traded

          Havas Advertising shares are also traded on the NASDAQ (National
          Association of Securities Dealers Automated Quotation system) in New
          York in the form of American Depositary Shares (ADSs).

                                       30

<PAGE>

Translation from French-for Information Only

                                   CHAPTER III

           GENERAL INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

Information relating to this Chapter can be found in the reference document
filed with the COB on 15 April 2002 under number D.02-227. This information is
still true and correct as of the date of this Final Prospectus subject to the
following additional items:

In the fourth resolution being proposed to the shareholders at the Shareholders'
Meeting to be held on 23 May, 2002, the shareholders are being asked to approve
the declaration and payment of a dividend for the year 2001 in the total amount
of 0.255 euros per share, of which 0.17 euros represents a net dividend and
0.085 euros is for the tax paid to the French Treasury. This payment will be
charged against the "Contribution Premium" ("Prime d'apport") and will cause an
adjustment in the conversion/exchange ratio of the two categories of bonds
convertible and/or exchangeable for new or existing shares (OCEANE) described in
paragraph 2.4.3, and the Bonds described in this Prospectus, as from the payment
date, which is expected to be June 11, 2002.

The methods for making the adjustment are the same for all three issues (see,
paragraph 2.5.7.3 (4) for the terms and conditions of the OCEANEs issued in
February 1999, due January 1, 2004, paragraph 2.5.7.3 (d) of the terms and
conditions of the OCEANEs issued in December 2000, due January 1, 2006,
paragraph 2.6.7.3 (4) of the terms and conditions of the OCEANEs are the subject
of this Prospectus):

The new Conversion/Exchange Ratio will be determined by multiplying the
Conversion/Exchange Ratio in effect prior to the payment by the following
formula:

                     Value of the shares before the payment
                 ----------------------------------------------
                     Value of the shares before the payment
                      reduced by the amount paid per share

For purposes of calculating this formula:

     o   the value of the shares before the payment shall be determined on the
         basis of the average of the opening trading prices on the Euronext
         Paris market for a period of twenty consecutive trading days during
         which the shares are traded, chosen by the Company from among the forty
         trading days preceding the date of payment;

     o   the amount paid per share shall be equal to the net dividend per share.

                                       31

<PAGE>



Translation from French-for Information Only

                                   CHAPTER IV

                  INFORMATION REGARDING THE COMPANY'S BUSINESS

Information relating to this Chapter can be found in the reference document
filed with the COB on 15 April 2002 under number D.02-227. This information is
still true and correct as of the date of this Final Prospectus.

                                       32

<PAGE>



Translation from French-for Information Only

                                    CHAPTER V

               ASSETS, FINANCIAL CONDITION, RESULTS OF OPERATIONS

Information relating to this Chapter can be found in the reference document
filed with the COB on 15 April 2002 under number D.02-227. This information is
still true and correct as of the date of this Final Prospectus.

                                       33

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Translation from French-for Information Only

                                   CHAPTER VI

                           CORPORATE GOVERNANCE BODIES

Information relating to this Chapter can be found in the reference document
filed with the COB on 15 April 2002 under number D.02-227. This information is
still true and correct as of the date of this Final Prospectus.

                                       34

<PAGE>
Translation from French-for Information Only

                                   CHAPTER VII

             INFORMATION REGARDING RECENT DEVELOPMENTS AND PROSPECTS

Information relating to this Chapter can be found in the reference document
filed with the COB on 15 April 2002 under number D.02-227. This information is
still true and correct as of the date of this Final Prospectus.

Since the Reference Document was filed with the COB, Havas Advertising put out
the following press releases:

Press Release of 7 May 2002

                  HAVAS ADVERTISING REVENUES 1ST QUARTER 2002:

               EUROS 501 MILLION--ORGANIC GROWTH : -5,5 per cent.

Havas Advertising (Euronext Paris SA: HAV.PA; Nasdaq: HADV), the world's sixth
largest communications group*, announced estimated revenue of 501 million euros
for the first three months of fiscal 2002, a decrease of 8.1 per cent. compared
to the same period in 2001.

Adjusted to account for currency fluctuations and acquisitions, organic growth
was down by 5.5 per cent. compared to the first quarter 2001.

Billings amounted to 3.343 billion euros for the quarter.

Analysis by geographic region
                                   Revenue    Organic growth
                                1st quarter     1st quarter
                                    2002       2002 vs. 2001
                                -----------   --------------
       (in million euros)
Europe .....................        231.6         -4.7%
North America ..............        234.9         -8.2%
Latin America ..............         19.7         12.2%
Asia Pacific ...............         14.9          5.9%
                                    -----         ----
Total ......................        501.1         -5.5%
                                    =====         ====
----------
Source AdAge Ranking, April 2002

Analysis by sector
                                   Revenue    Organic growth
                                1st quarter     1st quarter
                                    2002       2002 vs. 2001
                                -----------   --------------
   (in million euros)

Traditional advertising ........   183.7           -8.1%
Media and Marketing Services ...   317.4           -4.0%
                                   -----           ----
Total ..........................   501.1           -5.5%
                                   =====           ====
NEW BUSINESS

The Havas Advertising Group won 565 million euros of net new business in the
first quarter of 2002.

This encouraging level of net new business for the first quarter was notable for
some significant wins in CRM (Customer Relationship Management), representing 53
per cent. of total net wins.

The main new accounts won are:

Traditional advertising

Dunlop, Primeco, Boehringer and Bermuda Tourist Office (USA); Audi (Canada);
Blue Shield Blue Cross (USA); Sephora (Europe); Habitat (France, UK); Prudential
(UK); Lacoste (France); Swisscom (Switzerland); Polski Monopol Loteryjny
(Poland); BBVA (Puerto Rico, Spain); Cadbury (India, Australia); Campbell Soup
(Puerto Rico); Sony (Brazil); Masisa Argentina (Argentina); Universal Pictures
(Japan)
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Translation from French-for Information Only

Marketing Services

Citibank, First Horizon, Bristol Myers, Daisytek, Sprint, Royal Caribbean and
Ikea (USA); Michelin (Europe); Automotive Association, Barclays, Family Product,
IBM, Abbot, Eurotunnel, Ford, MSNTV, Slendertone, Schroders and OKI Data
Corporation (UK); Unilever (Mexico)

Media

Amgen and Johnson Product (USA); EDF (France); Coca Cola and Turespana (Spain);
Bosch and Peugeot (Poland); DHL (Latin America); Bancafe (Colombia)

The main losses are:

Traditional advertising

Pharmacia Rogaine, Stella Pharma (USA); Sprint (Canada); Haagen Dazs (Europe);
GRNA Konsom (Sweden)

Marketing Services

Exxon and Vistakprof (USA)

Media

Isuzu, Novartis (USA)

New business prospects for the second quarter look strong, with the major
worldwide win of Reckitt Benckiser in traditional advertising, and the
appointment of Brann by Wells Fargo in the USA for all their online marketing.

ACQUISITIONS

In 2002, Havas Advertising has pursued its targeted acquisition strategy in
order to reinforce its media expertise and integrated communications. In the
first three months of 2002 this strategy saw the acquisition of Schmitter Media
Agentur, Germany's leading independent media agency. The announcement of this
transaction, coming in the wake of the co-operation agreement with Media Italia,
helps complete MPG's European network.

Arnold Worldwide Partners also reinforced its integrated communications offering
with the acquisition of Hauser Bragg, a public relations agency in Chicago.

COMMENTS AND OUTLOOK

The worldwide environment remains uncertain, with a lack of visibility in the
main markets. In this context, the Group's performance in the first quarter,
with organic growth down by 5.5 per cent., is in line with our forecasts and
with market trends, taking into account the unfavorable base effect of the first
three months of 2001. This performance is also in line with the last quarter of
2001.

In addition, new business wins are providing encouraging signs for the future,
since the first quarter 2002 shows potential on a par with the same period for
2001.

Given the lack of visibility, Havas Advertising is continuing to focus its
strategy on integrated communications with Euro RSCG Worldwide and Arnold
Worldwide Partners, and media expertise with MPG, in order to rebound in 2002.
The development of existing customers, new business and cost control are
priorities for 2002.

Commenting on this performance, Alain de Pouzilhac, Chairman and CEO of Havas
Advertising, stated:

"The first three months of 2002 are in line with our expectations, despite a
tough environment. More than ever, our strategy remains focused on developing
our existing customers both geographically and across the various communications
sectors. With our strategic reorganization, we have already developed
significant synergies between the various communications sectors and the Group's
various brands. This reorganization has also helped us to win new customers, as
the recent Reckitt Benckiser worldwide business win demonstrates. Wile remaining
cautious in view of the lack of market visibility, we confirm our objective of a
rebound for Havas Advertising in 2002."
                                       36

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Translation from French-for Information Only

Press Release of 16 April 2002


    EURO RSCG WORLDWIDE APPOINTED GLOBAL ADVERTISING AGENCY FOR RECKITT
                                    BENCKISER

Assignments Include Reckitt Benckiser's Fabric Care, Dishwashing, and Home Care
Brands

New York, New York, 16 April 2002--Reckitt Benckiser, the world's leading
manufacturer of household cleaning products (excluding laundry detergent), today
appointed Euro RSCG Worldwide to handle advertising for its Fabric Care,
Dishwashing, and Home Care Products, including the brands Vanish, Resolve,
Calgon, Woolite, Calgonit, Finish, Electrasol, Jet Dry, Airwick, and Mortein. J.
Walter Thompson has been awarded the categories of Surface Care and Health &
Personal Care. Reckitt Benckiser brands are supported by media expenditures in
excess of (pounds) 300 million.

The Euro RSCG Worldwide team that drove the creative and strategic thinking for
the pitch represented Euro RSCG agencies from key Reckitt Benckiser markets: the
U.K., France, Germany, the U.S., Brazil, Australia, and India. The account will
be led by a Global Brand Management team based in London.

Bob Schmetterer, Chairman and CEO of Euro RSCG Worldwide, commented, "We are
extremely pleased to be partnering with Reckitt Benckiser on a global level.
From the beginning, this relationship felt right. Reckitt Benckiser and Euro
RSCG are both entrepreneurial, multicultural companies with youthful energy and
vision. Reckitt is growing rapidly by thinking creatively about their business
on a global scale, so they appreciate our innovative brand management structure
and our commitment to Creative Business IdeasTM."

Elio Leoni Sceti, EVP of Category Development at Reckitt Benckiser, said,
"Reckitt Benckiser is a truly global company; our products are sold in 180
countries on every continent. During the review process we were looking for
agencies that could demonstrate global capabilities and strong central
coordination, along with the ability to adapt campaigns to individual markets.
We're delighted with our final choice, as we believe both Euro RSCG Worldwide
and JWT can provide exactly this kind of service."

Euro RSCG Worldwide, the world's fifth-largest advertising agency network, is a
global network of 221 agencies located in 75 countries throughout Europe, North
America, Latin America, Asia Pacific, and the Middle East. Euro RSCG provides
advertising, marketing services, corporate communications, and interactive
solutions to global, regional, and local clients. The network's client roster
includes Intel Corporation, WorldCom, PSA Peugeot Citroen Danone Group, Air
France, Yahoo!, and LVMH. Headquartered in New York, Euro RSCG Worldwide is the
largest unit of Havas, the world's fifth-largest communications group (NASDAQ:
HADV--Euronext Paris SA: HAV.PA).

Reckitt Benckiser had net revenues in 2001 of (pounds)3.4 billion and net income
of (pounds)340 million. Reckitt Benckiser brands include such world leaders as
Lysol disinfectant cleaner, Dettol antiseptic, Woolite fine fabric detergent,
Calgon water softener, Calgonit and Finish automatic dishwashing products, and
Veet depilatories, together with Harpic lavatory care, Vanish fabric treatment,
Airwick and Wizard air care, Mortein pest control, Gaviscon and Lemsip OTC
drugs. The company has operations in almost 60 countries worldwide and sales in
180 countries.

                                       37