Subject to the approval of the General Shareholders’ Meeting, the Supervisory Board, on the recommendation of the Compensation Committee, approved variable compensation of 2,503,800 euros with respect to 2022 (i.e. 107% of the target variable compensation of Arthur Sadoun) given the elements detailed above and which is largely justified in view of the achievement of all the objectives for 2022.
In accordance with article L. 22-10-34, 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 by means of a separate resolution for each member of the Management Board.
The General Shareholders’ Meeting of May 31, 2023 will thus be asked to vote on the items of compensation paid or awarded in respect of the 2022 financial year to Anne-Gabrielle Heilbronner, member of the Management Board, as set out below. These elements comply with the compensation policy for members of the Management Board for the financial year 2022 presented in Sections 3.2.1.4 and 3.2.1.6 of the Publicis Groupe S.A. 2021 Universal Registration Document, as approved by the General Shareholders’ Meeting of May 25, 2022 in its tenth 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 2022 financial year are in line with those paid or awarded in respect of the 2021 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 the benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Anne-Gabrielle Heilbronner, member of the Management Board, are subject to the approval of the General Shareholders’ Meeting of May 31, 2023 in its fifteenth resolution pursuant to article L. 22-10-34, II of the French Commercial Code.
