Universal Registration Document 2021

Non-compete agreement

The Chairman of the Management Board may be subject to a non-compete obligation in return for financial consideration.

The Supervisory Board accordingly decided to subject Arthur Sadoun in the event of his resignation to a non-compete agreement and an agreement not to solicit personnel during the two years following the end of his term of office as Chairman of Publicis Groupe SA’s Management Board.

In consideration of his observance of this non-compete agreement, Arthur Sadoun will receive monetary compensation (payable monthly in advance) in an amount equal to two years of total gross compensation (fixed and targeted variable portions) calculated using the average of the last 24 months of compensation.

The Supervisory Board may waive this clause.

Arthur Sadoun will not be subject to a non-compete obligation in the event of a forced departure. In any case, Arthur Sadoun may not receive both a severance payment and an indemnity in respect of the non-compete agreement.

In its twenty-first resolution, the General Shareholders’ Meeting of May 31, 2017 approved this non-compete indemnity in respect of the commitments subject to the related-party agreements procedure.

It is recalled that the compensation policy for Arthur Sadoun as Chairman of the Management Board for the financial year 2021 as well as the items paid or allocated to Arthur Sadoun in 2020 were approved (90.12% and 88.33% positive votes, respectively) by the General Shareholders’ Meeting of May 26, 2021 (eleventh and sixteenth resolutions) pursuant to article L. 22-10-26 II and L. 22-10-34 II of the French Commercial Code (ex-ante and ex-post  votes) respectively.

The compensation policy for the Chairman of the Management Board in respect of the 2022 financial year will be subject to approval by the General Shareholders’ Meeting of May 25, 2022 in its ninth resolution pursuant to article L. 22-10-26 (II) of the French Commercial Code.

3.2.1.6 Compensation policy for Anne-Gabrielle Heilbronner, member of the Management Board

The compensation policy for Anne-Gabrielle Heilbronner is based on the same items as those for all corporate officers set out in Section 3.2.1.1 and includes the items applicable to Management Board members presented in Section 3.2.1.4 as well as the specific items presented below.

Annual fixed compensation

The gross annual fixed compensation of Anne-Gabrielle Heilbronner amounts to euro 600,000, unchanged from 2016.

The Supervisory Board, on the Compensation Committee’s recommendation, had approved this compensation in line with:

• the scope of responsibilities of Anne-Gabrielle Heilbronner as Secretary General of the Groupe, which includes in particular the legal and governance function, human resources, internal audit, internal control, internal risk management and Corporate Social Responsibility (CSR);
• the market practices in compensation observed for this level of responsibility in France and for this level of international responsibility in Publicis Groupe’s business sector.

Annual variable compensation

The Supervisory Board, on the recommendation of the Compensation Committee, decided on the criteria for the variable compensation of Anne-Gabrielle Heilbronner for the 2022 financial year.

The variable compensation of Anne-Gabrielle Heilbronner, which, if targets are met, may represent up to 100% of her fixed compensation is based on the following for the 2022 financial year:

• two financial criteria related to the Groupe's financial performance, each being taken into account on an equal basis, for 30% of variable compensation, i.e. organic growth and operating margin. To reconcile the terms and conditions of variable compensation for other Groupe executives, the variable compensation for the two criteria relating to organic growth and operating margin, could be increased if the objectives are exceeded, with a cap of 20% on each of these two criteria;
• four quantifiable individual financial and non-financial criteria, in line with main areas of responsibility, accounting for 70% of variable compensation;
  • audit: 20%, execution of the annual audit plan submitted to the Audit Committee,
  • employee expenses: 20%, based on the objective of “fixed personnel costs and freelance costs/revenue” in the annual budget approved by the Supervisory Board in March 2022,
  • legal: 10%, training of employees in Compliance and positive financial impact of the legal department on litigation, and
  • CSR: 20%, fight against climate change and Diversity, Equality and Inclusion.

All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board.

The Committee assesses, in the finest detail, the performance for each objective and each criteria.