2020 Annual Financial Report

The Supervisory Board, on the recommendation of the Compensation Committee, decided to grant the following performance shares to the members of the Management Board under the “LTIP 2021 Directoire”:

LTIP 2021 Directoire	Grant date	Vesting date⁽¹⁾	Number of performance shares awarded⁽²⁾	% of the share capital
Arthur Sadoun, Chairman	Arthur Sadoun, Chairman Grant date March 16, 2021	Arthur Sadoun, Chairman Vesting date⁽¹⁾ March 16, 2024	Arthur Sadoun, Chairman Number of performance shares awarded⁽²⁾ 61,237	Arthur Sadoun, Chairman % of the share capital 0.02%
Anne-Gabrielle Heilbronner	Anne-Gabrielle Heilbronner Grant date March 16, 2021	Anne-Gabrielle Heilbronner Vesting date⁽¹⁾ March 16, 2024	Anne-Gabrielle Heilbronner Number of performance shares awarded⁽²⁾ 24,495	Anne-Gabrielle Heilbronner % of the share capital 0.01%
Steve King	Steve King Grant date March 16, 2021	Steve King Vesting date⁽¹⁾ March 16, 2024	Steve King Number of performance shares awarded⁽²⁾ 41,350	Steve King % of the share capital 0.02%
Michel-Alain Proch	Michel-Alain Proch Grant date March 16, 2021	Michel-Alain Proch Vesting date⁽¹⁾ March 16, 2024	Michel-Alain Proch Number of performance shares awarded⁽²⁾ 24,495	Michel-Alain Proch % of the share capital 0.01%

(1) Performance conditions described below.

(2) Number of shares allocated based on the closing share price on the day of the Compensation Committee meeting of March 2, 2021, in accordance with the decision of the Supervisory Board of March 3, 2021.

The characteristics of the plans awarded to the members of the Management Board are as follows:

Type of plan	LTIP 2021 Directoire
Performance conditions	Performance conditions LTIP 2021 Directoire Organic growth rate of Publicis Groupe compared to the weighted average of the peer group	Performance conditions Consolidated operating margin of Publicis Groupe compared to the peer group	Performance conditions 2 CSR criteria
Type of performance conditions	Type of performance conditions LTIP 2021 Directoire Relative performance compared with the peer group Omnicom, WPP, IPG, Publicis Groupe	Type of performance conditions	Type of performance conditions
Weighting	Weighting LTIP 2021 Directoire 45% of shares awarded	Weighting 45% of shares awarded	Weighting 10% of shares awarded
Acquisition	Acquisition LTIP 2021 Directoire > the weighted average of the peer group: 100% of shares delivered Between 80% and 100%: the number of shares awarded is reduced by 5% for each 1% of performance recorded below 100%. < 80% of the peer group average: no shares delivered	Acquisition Highest operating margin compared to the peer group: 100% of the shares delivered Margin in 2^nd position: 50% of shares delivered Margin rate in 3^rd position: 15% Margin in 4^th position: no shares delivered	Acquisition If the trajectory on the following priorities is respected: Diversity, equality and inclusion (45% of women holding key management positions by 2025, with a benchmark target of 43% by the end of 2023 – baseline year 2020), and Combating climate change (100% renewable energy by 2030, with a benchmark target of +50% in 2023 compared to the baseline year 2020)
Performance period	Performance period LTIP 2021 Directoire Following a three-year period at the end of which performance is calculated	Performance period	Performance period

2020 Annual Financial Report

Chapter 3 : Governance and compensation