Universal Registration Document 2021

Chapter 3. Governance and compensation

3.2.2.3 Annual variable compensation to be paid in 2022 for the year 2021: common performance assessment applicable to members of the Management Board

The compensation policy adopted for the 2021 financial year was defined on the basis of performance criteria established in March 2021. The criteria and objectives were defined in a demanding manner in a context where the economic environment and the effects of the Covid-19 crisis were still very uncertain. The Compensation Committee has carried out very precise work to identify individual objectives, define acquisition scales and performance measurement methods for each of the performance criteria of the annual variable compensation of the members of the Management Board.

The recovery was rapid and strong, which had a positive impact on the performance of all global communication groups. In this context, Publicis achieved record results in 2021 both financially and commercially, which it owes to the Groupe’s model and the dynamic of New Business wins and effective management by the members of the Management Board. These exceptional performances demonstrate the quality of the positioning of the service concept and the solutions developed around data and Publicis Groupe's country organization, making it possible to seize growth opportunities in a context of recovery.

3.2.2.4 Compensation paid or allocated to Arthur Sadoun, Chairman of the Management Board

In accordance with article L. 22-22-34, II 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 Chairman of the Management Board.

The General Shareholders’ Meeting of May 25, 2022 will be asked to vote on the items of compensation paid or awarded in respect of the 2021 financial year to Arthur Sadoun, Chairman of the Management Board, as set out below. These elements comply with the compensation policy for the Chairman of the Management Board for the 2021 financial year presented in Sections 3.2.1.4 and 3.2.1.5 of the Publicis Groupe SA 2020 Universal Registration Document, as approved by the General Shareholders’ Meeting of May 26, 2021 in its eleventh 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 2021 financial year are in line with those paid or awarded in respect of the 2020 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. 22-10-34, II, second paragraph, 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, Chairman of the Management Board, are subject to the approval of the General Shareholders’ Meeting of May 25, 2022 in its thirteenth resolution pursuant to article L. 22-10-34, II of the French Commercial Code.