In accordance with article L. 225-100 (III) of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year to the Chair of the Management Board.
The General Shareholders’ Meeting of May 27, 2020 will be asked to vote on the items of compensation paid or awarded in respect of the 2019 financial year to Arthur Sadoun, Chair of the Management Board, as set out below. These items comply with the principles and criteria of compensation of the Chair of the Management Board with respect to the 2019 financial year presented in Chapter 3.2.2.1 of the 2018 Registration Document of Publicis Groupe SA as approved by the General Shareholders’ Meeting of May 29, 2019 in its sixteenth resolution. Given the strong approval of items of compensation at the previous General Shareholders’ Meeting, the items of compensation paid or awarded in respect of the 2019 financial year are in line with those paid or awarded in respect of the 2018 financial year.
It should be noted that the fixed, variable and extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting in accordance with the provisions of article L.225-100 (III) paragraph 2 of the French Commercial Code. These fixed, variable and extraordinary items within the total compensation and benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Arthur Sadoun, Chair of the Management Board, are subject to the approval of the General Shareholders’ Meeting of May 27, 2020 in its twelfth resolution pursuant to article L. 225-100 (III) of the French Commercial Code.
/ Table – Items of compensation paid or awarded in 2019 to Arthur Sadoun, Chair of the Management Board, subject to shareholder approval
| Items of compensation subject to approval | Amounts paid in respect of the past financial year | Amounts awarded in respect of the past financial year or accounting valuation | Presentation |
|---|---|---|---|
| Items of compensation subject to approval Fixed compensation | Amounts paid in respect of the past financial year 1,000,000 | Amounts awarded in respect of the past financial year or accounting valuation 1,000,000 | Presentation Proportion of fixed compensation: 41.67% The rules for determining the fixed compensation of the Chair of the Management Board can be found in Section 3.2.1.5 of this document. |
| Items of compensation subject to approval Compensation annual variable | Amounts paid in respect of the past financial year 1,400,000 | Amounts awarded in respect of the past financial year or accounting valuation 1,400,000 | Presentation Proportion of variable compensation: 58.33% Variable compensation to be paid in 2020 for financial year 2019: After assessing the performance for each of the criteria indicated below during the 2019 financial year, the Supervisory Board set the variable part of Arthur Sadoun’s compensation at euro 1,400,000 gross, the payment of which will be submitted to the Annual General Shareholders’ Meeting of May 27, 2020 in its twelfth resolution in accordance with article L. 225-100 III of the French Commercial Code. This amount results from the facts and assessments presented hereafter and in the table below. |
| Items of compensation subject to approval Multi-year variable compensation | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
| Items of compensation subject to approval Exceptional compensation | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
| Items of compensation subject to approval Stock options, performance shares or any other long-term benefit (warrants, etc.) | Amounts paid in respect of the past financial year N/A | Amounts awarded in respect of the past financial year or accounting valuation 865,800 | Presentation This amount is the maximum annual valuation in the consolidated financial statements of performance shares awarded to Arthur Sadoun in 2019 under the LTIP 2019-2021 Directoire performance shares plan as described in section 3.2.1.4. It was decided to grant him 60,000 shares subject to continued presence and performance conditions covering the period 2019-2021 (i.e. 20,000 shares subject to continued presence and performance conditions per year). |
| Items of compensation subject to approval Other benefits | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
| Items of compensation subject to approval Indemnities when taking or leaving a function | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation No sum was awarded with respect to the past financial year. The severance payment described in section 3.2.1.5 of this document that may be paid to Arthur Sadoun equates to one year’s total gross compensation (fixed part and variable part paid) calculated on the average of the last 24 months of compensation, subject to performance conditions, i.e., an estimated amount of €1,789,450. |
| Items of compensation subject to approval Non-compete agreement | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation No sum was awarded with respect to the past financial year. The non-compete payment described in section 3.2.1.5 that may be paid to Arthur Sadoun is equivalent to two years of total gross compensation (fixed part and target variable part) calculated on the average of the last 24 months of compensation, i.e., an estimated amount of €6,000,000 (non-cumulative with a severance payment). |
| Items of compensation subject to approval Supplementary pension plan | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
| Items of compensation subject to approval Collective health and welfare insurance and systems | Amounts paid in respect of the past financial year 4,528 | Amounts awarded in respect of the past financial year or accounting valuation 4,528 | Presentation This is the employer’s contribution to the collective health and welfare insurance plan. |
| Items of compensation subject to approval Employment contract | Amounts paid in respect of the past financial year No | Amounts awarded in respect of the past financial year or accounting valuation No | Presentation N/A |
| Items of compensation subject to approval Compensation by the company(ies) within the scope of consolidation as per L. 233-16 of the French Commercial Code | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
