There is no indirect self-control of the Company. At December 31, 2021, 30,000 registered shares managed by the Company, and 582,946 registered shares administered by others, were pledged, representing a total of 612,946 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, 2021 were not significant.
It should be noted that the Publicis Groupe FCPE (mutual fund) held 347,209 Publicis Groupe shares at December 31, 2021. As a result, Publicis Groupe employees owned 0.14% of the share capital via the FCPE at that date.
At December 31, 2021, the total number of options outstanding for all beneficiaries was 1,018,555, all were purchase options and immediately exercisable.
In 2021, the Groupe set up a long-term incentive plan for certain key employees of the Groupe, the “LTIP 2021”, which also benefits the members of the Management Board. In addition, the “Publicis Sapient 2021 Stock Incentive”, the “Epsilon Replacement Plan” and the “2021 Epsilon LTI plan” have been renewed.
In March 2021, the “LTIP 2021” plan granted 961,082 free shares (including 151,577 free shares to members of the Management Board) to a certain number of key Groupe employees and executives under three conditions. First of all, the shares are subject to a presence condition during the three-year vesting period. In addition, the shares are subject to the conditions for achieving the Groupe’s revenue growth and profitability targets for 2021 (for the 2021-2023 period for the members of the Management Board). Lastly, the shares are subject to conditions based on the progress of the CSR (Corporate Social Responsibility) policy on Diversity, Equality and Inclusion and on the fight against climate change for which indicative checkpoints were defined at the end of 2021 (at the end of 2023 for the members of the Management Board).
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 2021 Stock Incentive Plan” is divided into two tranches of different durations. The first tranche is subject only to continued employment, and gives rise to the delivery of one-quarter of the shares awarded on the anniversary dates of the first four years of the plan. The second tranche is subject to performance condition, in addition to the continued employment condition; delivery takes place at the end of a three-year period. This plan was launched in April 2021 and awarded 604,474 free shares to a number of Publicis Sapient executives and key employees.
In July 2019, the Epsilon Replacement Plan awarded 628,681 free shares (including 167,386 free shares for 2021) 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%).
The Epsilon LTI plan was set up for the first time in 2020 for the exclusive benefit of Epsilon’s managers and employees in order to facilitate their integration into the Publicis Groupe. This plan was renewed in March 2021 (“2021 Epsilon LTI plan”) and awarded 632,348 free shares. The shares granted under this plan are subject to a presence condition for 20% and performance conditions for 80% over a total vesting period of three years. The shares are acquired and delivered gradually each year at a rate of 30% at the end of the first year and the second year of the plan and 40% at the end of the third year.
At December 31, 2021, the total number of free shares yet to vest to Groupe employees on condition of employment and, in some cases, performance, amounted to 4,226,891.
All the details concerning the free share plans (description, changes for the financial year, and closing balance) are shown in Note 32 to the consolidated financial statements in Section 6.6 of this document.
