The allocation of share capital at December 31, 2019, on the basis of full dilution resulting from financial instruments issued by the Company, is the following:
|
At December 31, 2019 |
Shares held |
% |
Voting rights |
% |
|---|---|---|---|---|
|
Élisabeth Badinter |
Élisabeth Badinter Shares held 16,700,967 |
Élisabeth Badinter % 6.89% |
Élisabeth Badinter Voting rights 33,401&,934 |
Élisabeth Badinter % 12.59% |
|
Harris Associates LP |
Harris Associates LP Shares held 19,728,885 |
Harris Associates LP % 8.14% |
Harris Associates LP Voting rights 19,728,885 |
Harris Associates LP % 7.43% |
|
Treasury shares held |
Treasury shares held Shares held 3,480,234 |
Treasury shares held % 1.43% |
Treasury shares held Voting rights 0 |
Treasury shares held % 0.00% |
|
Public (registered and bearer shares) |
Public (registered and bearer shares) Shares held 200,526,975 |
Public (registered and bearer shares) % 82.69% |
Public (registered and bearer shares) Voting rights 206,729,723 |
Public (registered and bearer shares) % 77.89% |
|
Free shares still to be delivered (1) |
Free shares still to be delivered (1) Shares held 1,106,125 |
Free shares still to be delivered (1) % 0.46% |
Free shares still to be delivered (1) Voting rights 4,595,712 |
Free shares still to be delivered (1) % 1.73% |
|
Stock warrants outstanding (2) |
Stock warrants outstanding (2) Shares held 957,813 |
Stock warrants outstanding (2) % 0.39% |
Stock warrants outstanding (2) Voting rights 957,813 |
Stock warrants outstanding (2) % 0.36% |
|
Total |
Total Shares held 242,500,999 |
Total % 100.00% |
Total Voting rights 265,414,067 |
Total % 100.00% |
((1) Out of the 4,595,712 shares to be delivered under current plans, 3,489,587 are deliverable in existing shares and the remainder (1,106,125) in new
shares (some can opt for existing shares).
(2) In-the-money instruments at December 31, 2019. A factor of 1.068 is applicable to these instruments for share subscription.
A shareholder, holding 1% of Publicis Groupe SA’s share capital at December 31 2019, would hold 0.99% of Publicis Groupe SA’s share capital on that date, in the event of the exercise or conversion of rights attached to equity securities convertible to equity (stock warrants, free shares awarded but not yet delivered).
The terms of conversion of equity warrants are described in Note 26 to the consolidated financial statements in Section 6.6 of this document.
There is no indirect self-control of the Company. At December 31, 2019, 30,000 registered shares managed by the Company, and 1,207,351 registered shares administered by others, were pledged, representing a total of 1,237,351 pledged shares.
No major asset held by Group companies was subject to a pledge.
Employees’ interests in the share capital through the Company savings plans, and according to the definition of Article L.225-102 of the French Commercial Code at December 31, 2019 were not significant.
It should be noted that the Publicis Groupe FCPE (mutual fund) held 352,950 Publicis Groupe shares at December 31, 2019. As a result, Publicis Groupe employees owned 0.15% of the share capital via the FCPE at that date.
At December 31, 2019, the total number of options outstanding for all beneficiaries was 1,091,937, all were purchase options and immediately exercisable.
The Group has extended its program of Long Term Incentive Plans with the “LTIP 2019” «Sapient 2019 Stock Incentive Plan», “ LTIP 2019-2021” , “Special Plan” and “ Epsilon Replacement Plan” , and introduced a one-off “Special Retention Plan” .
The “LTIP 2019” plan awarded 335,950 free shares to a number of Group senior executives in May 2019, under two conditions. Firstly, employment must continue throughout the three-year vesting period. Furthermore, the shares are subject to performance criteria, so that the total number of shares received will depend on the growth and profitability objectives attained in 2019.
To facilitate the integration of Sapient and its subsidiaries into the Publicis Groupe, the Management Board created a specific longterm incentive plan. The “Sapient 2019 Stock Incentive Plan” is based on two tranches with different durations, and presence and performance criteria. Launched in May 2019, this plan awarded 585,499 free shares to a certain number of Publicis Sapient managers. The first tranche stipulated an annual delivery of onequarter of the free shares awarded spread over a four-year period. For the second tranche, the delivery of all the free shares takes place after a three-year period.
In June 2019, the “LTIP 2019 - 2021” free share plan awarded 170,000 free shares to members of the Management Board, under two conditions. Firstly, employment must continue throughout the three-year vesting period. Furthermore, the shares are subject to performance criteria (including a CSR criterion), so that the total number of shares received will depend on the growth and profitability objectives attained, as well as on whether or not the CSR criterion is met, for the three-year performance period from the beginning of 2019 to the end of 2021.
In May 2019, the Special Plan awarded 262,700 free shares to certain Group employees. To retain Group players that have a direct impact on growth, the free shares are subject only to a continued employment condition. The shares will be deliverable at the end of a three-year period, in May 2022.
In July 2019, the Epsilon Replacement Plan awarded 628,681 free shares (including 207,461 free shares for the year 2019) to replace the awards made by the ADS group in 2019 to certain Epsilon employees, which lapsed following the acquisition of Epsilon by Publicis Groupe. One third of the shares are awarded each year over a period of three years, subject to continued employment (for 20%) and performance conditions (for 80%) .
o certain Group employees. To retain Group players that have a direct impact on growth, the free shares are subject only to a continued employment condition. The shares will be deliverable at the end of a three-year period, in May 2022. In July 2019, the Epsilon Replacement Plan awarded 628,681 free shares (including 207,461 free shares for the year 2019) to replace the awards made by the ADS group in 2019 to certain Epsilon employees, which lapsed following the acquisition of Epsilon by Publicis Groupe. One third of the shares are awarded each year over a period of three years, subject to continued employment (for 20%) and performance conditions (for 80%) . In November 2019, the Special Retention Plan awarded 765,110 free shares to certain key Group senior executives. This plan is subject, in addition to the condition of continued employment, to personal performance conditions for 2020 to 2022. It will be deliverable in March 2023, at the end of a three-year period.
At December 31, 2019, the total number of free shares yet to vest to Group employees on condition of employment and, in some cases, performance, amounted to 4,595,712.
All the details concerning the free share plans (description, changes for the financial year, and closing balance) are shown in Note 30 to the consolidated financial statements in Section 6.6 of this document.
