The allocation of share capital at December 31, 2020, on the basis of full dilution resulting from financial instruments issued by the Company, is the following:
At December 31, 2020 | Shares held | % | Voting rights | % |
|---|---|---|---|---|
Élisabeth Badinter | 16,700,967 | 6.70% | 33,401,934 | 12.13% |
Harris Associates LP(1) | 13,255,005 | 5.32% | 13,255,005 | 4.81% |
Treasury shares held | 2,191,259 | 0.88% | 0 | 0.00% |
Public (registered and bearer shares) | 215,621,807 | 86.4% | 223,666,898 | 81.21% |
Free shares still to be delivered(2) | 625,875 | 0.25% | 4,171,762 | 1.51% |
Stock warrants outstanding(3) | 947,297 | 0.38% | 947,297 | 0.34% |
Total | 249,342,210 | 100.00% | 275,442,896 | 100.00% |
(1) Acting as an investment adviser for managed funds and clients.
(2) Out of the 4,171,762 shares to be delivered under current plans, 3,545,887 are deliverable in existing shares and the remainder (625,875) in new shares (some can opt for existing shares).
(3) In-the-money instruments at December 31, 2020. A factor of 1,081 is applicable to these instruments for share subscription.
In addition, there are (existing) shares to be delivered related to 1,078,211 stock options still to be exercised at December 31, 2020. These options are exercisable but are not in the money at the closing date.
A shareholder, holding 1% of Publicis Groupe SA’s share capital at December 31, 2020, would hold 0.98% 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 27 to the consolidated financial statements in Section 6.6 of this document.
There is no indirect self-control of the Company. At December 31, 2020, 47,000 registered shares managed by the Company, and 1,207,347 registered shares administered by others, were pledged, representing a total of 1,254,347 pledged shares.
No major asset held by Groupe 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, 2020 were not significant.
It should be noted that the Publicis Groupe FCPE (mutual fund) held 348,334 Publicis Groupe shares at December 31, 2020. As a result, Publicis Groupe employees owned 0.14% of the share capital via the FCPE at that date.
At December 31, 2020, the total number of options outstanding for all beneficiaries was 1,078,211, all were purchase options and immediately exercisable.
In 2020, the Groupe did not renew its entire long-term incentive plans. Only the “Publicis Sapient 2020 Stock Incentive” and the “Epsilon Replacement Plan” were renewed. In addition, a “2020 Epsilon LTI plan” was put in place.
To facilitate the integration of Sapient and its subsidiaries into the Publicis Groupe, the Management Board created a specific long-term incentive plan. The “Publicis Sapient 2020 Stock Incentive Plan” is based on two tranches with different periods, and presence and performance criteria. Launched in May 2020, this plan awarded 585,503 free shares to a certain number of Publicis Sapient managers. The first tranche stipulated an annual delivery of one-quarter 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 July 2019, the Epsilon Replacement Plan awarded 628,681 free shares (including 188,068 free shares for the year 2020) 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%).
