Universal Registration Document 2021

Chapter 3. Governance and compensation

/ Table – Items of compensation paid or awarded in 2021 to Anne-Gabrielle Heilbronner, member 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
Fixed compensation

Fixed compensation

Amounts paid in respect of the past financial year

600,000

Fixed compensation

Amounts awarded in respect of the past financial year or accounting valuation

600,000

Fixed compensation

Presentation

Proportion of fixed compensation: 50% The rules for determining the fixed compensation can be found in Section 3.2.1.6 of this document

Annual variable compensation

Annual variable compensation

Amounts paid in respect of the past financial year

600,000

Annual variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

600,000

Annual variable compensation

Presentation

Proportion of variable compensation:(compared to compensation paid): 50% Variable compensation to be paid in 2022 for financial year 2021: After reviewing the performance achieved for each of the criteria indicated below and in accordance with the compensation policy adopted by the previous Shareholders’ Meeting during the 2021 financial year, the Supervisory Board set the variable compensation of Anne-Gabrielle Heilbronner at euro 600,000 gross, the payment of which will be subject to the approval of the General Shareholders’ Meeting of May 25, 2022 in its fourteenth resolution pursuant to article L. 22-10-34, II of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below.

Multi-year variable compensation

Multi-year variable compensation

Amounts paid in respect of the past financial year

-

Multi-year variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Multi-year variable compensation

Presentation

N/A

Exceptional compensation

Exceptional compensation

Amounts paid in respect of the past financial year

-

Exceptional compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Exceptional compensation

Presentation

N/A

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Amounts paid in respect of the past financial year

N/A

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Amounts awarded in respect of the past financial year or accounting valuation

1,370,544

Stock options, performance shares or any other long-term benefit(warrants, etc.)

Presentation

This amount corresponds on the one hand to the valuation in the consolidated financial statements of the shares granted in 2021 to Anne-Gabrielle Heilbronner under the LTIP 2021 Directoire performance share plan and, on the other hand, to the maximum annual valuation in the consolidated financial statements of the performance shares granted to him in 2019 under the LTIP 2019-2021 Directoire performance share plan, as described in section 3.2.1.4(1) .

Other benefits

Other benefits

Amounts paid in respect of the past financial year

12,357

Other benefits

Amounts awarded in respect of the past financial year or accounting valuation

12,357

Other benefits

Presentation

This amount corresponds to the cost to the Publicis Groupe of job loss insurance. The use of one of the Company cars(2).

Indemnities when taking or leaving a function

Indemnities when taking or leaving a function

Amounts paid in respect of the past financial year

-

Indemnities when taking or leaving a function

Amounts awarded in respect of the past financial year or accounting valuation

-

Indemnities when taking or leaving a function

Presentation

No sum was awarded with respect to the past financial year. The severance payment described in Section 3.2.1.6 that may be paid to Anne-Gabrielle Heilbronner equates to one year of total gross compensation (fixed and variable compensation paid), subject to performance conditions, i.e. an estimated amount of euro 1,200,000.

Non-compete agreement

Non-compete agreement

Amounts paid in respect of the past financial year

-

Non-compete agreement

Amounts awarded in respect of the past financial year or accounting valuation

-

Non-compete agreement

Presentation

No sum was awarded with respect to the past financial year. The non-compete payment described in Section 3.2.1.6 that may be paid to Anne-Gabrielle Heilbronnerunder her employment contract equates to 30% of gross salary, excluding variable items, i.e. an estimated amount of euro 180,000.