In the event of forced departure or a departure due to a change in control or strategy and except in the event of serious or gross misconduct, shares awarded may be retained prorata temporis, subject to performance conditions.
In the event of retirement, she may, at the end of the vesting period and upon approval by the Supervisory Board, in accordance with the compensation policy approved by shareholders and applicable at that time, receive the shares granted to her prorata temporis.
The use of one of the Company cars.
Moreover, Anne-Gabrielle Heilbronner is covered by the unemployment insurance taken out by Publicis Groupe for its corporate officers, as the French unemployment office (Pôle Emploi) does not cover this.
Anne-Gabrielle Heilbronner benefits from the coverage applicable to executives under the French regime. Anne-Gabrielle Heilbronner may benefit from the PERECO and PER O plans open, subject to conditions, to all Groupe employees in France with an employment contract.
Anne-Gabrielle Heilbronner continues to benefit from an employment contract with one of the Groupe’s subsidiaries.
The current commitments to Anne-Gabrielle Heilbronner provide that in the event of a forced departure due to a change in control or strategy and other than in the case of serious or gross misconduct, Anne-Gabrielle Heilbronner would be entitled to a severance payment.
Provided that Anne-Gabrielle Heilbronner does not continue to be employed by Publicis Groupe, the amount of the severance would be equal to one year’s total gross compensation (fixed and variable compensation paid). She would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to her, and to retain, prorata temporis, the performance shares already granted to her, subject to the performance conditions set out in the regulations for the plan in question (in accordance with the decision of the Supervisory Board of November 25, 2020).
In addition, the payment of the severance amount would be subject to a performance condition: the severance amount would only be due in its full amount if the average annual amount of the variable compensation acquired by Anne-Gabrielle Heilbronner for the three years prior to the termination of her duties is equal to at least 75% of her “target variable compensation”. If the average annual amount is less than 25% of the “target variable compensation”, no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation”, payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.
The severance amount may only be paid after the determination by the Supervisory Board that the performance condition had been achieved at the date on which her term as a member of the Management Board ended.
The severance payment and any compensation in respect of the employment contract may not exceed two years of total compensation (fixed and variable compensation paid).
For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the Combined Shareholders’ Meeting of May 29, 2019 in its seventh resolution for commitments formerly subject to the procedures on related-party agreements.
Anne-Gabrielle Heilbronner is subject to a non-compete clause in her employment contract concluded on her arrival at Publicis Groupe in 2012, i.e. before her appointment as a member of the Management Board. This non-compete clause is valid for a maximum of two years and provides a maximum financial compensation to be paid equal to 30% of the gross salary, excluding variable elements. Publicis Groupe may waive this clause.
It is recalled that the compensation policy for members of the Management Board for the 2022 financial year as well as the items paid or allocated to Anne-Gabrielle Heilbronner in 2021 were approved (92.34% and 96.98% positive votes, respectively) by the General Shareholders’ Meeting of May 25, 2022 (tenth and fourteenth resolutions) pursuant to articles 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 of Anne-Gabrielle Heilbronner for the 2023 financial year will be submitted for approval to the General Shareholders’ Meeting of May 31, 2023 in its eleventh resolution pursuant to II of article L. 22-10-26 of the French Commercial Code.
