Universal Registration Document 2022

Annual variable compensation to be paid in 2023 for financial year 2022

The variable compensation of Michel-Alain Proch, which, if targets are met, may represent up to 100% of his fixed compensation without exceeding 106% of his target variable compensation, is based on:

• three financial and Stock Exchange related criteria for 40%of the variable part:
  • organic growth of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2022 for 15%,
  • operating margin (the highest in the market compared to that of a peer Groupe composed of the other three main global communications Groupes, namely Omnicom, WPP and IPG) for 15%;
  • TSR (Total Shareholder Return) for 10%.

The variable compensation in respect of these criteria may only be paid if the Objective is achieved. If the growth and margin objective is exceeded, and in order to encourage over performance, the annual variable compensation in respect of these criteria may be increased, with a cap of 20% on each of these two criteria;

• four quantifiable individual financial and non-financial criteria, for 60% of the variable part:
  • personal costs (15%) – based on the Objective of “fixed personnel costs and freelance costs/revenue” in the annual budget approved by the Supervisory Board in March 2022;
  • cash flow and debt management (20%) – based on the Objective approved by the Supervisory Board in March 2022;
  • achievement of All in One & G&A objectives (15%) –based on the Objective approved by the Supervisory Board in March 2022;
  • two CSR criteria for 10%. The assessment of the progress of the CSR policy is made regarding the following priorities:
    • Diversity, Equity and Inclusion: the trajectory aims for 45% women in key management positions in 2025 with an indicative checkpoint of 42% at the end of 2022;
    • combating climate change: the trajectory aims for 100% of energy from direct renewable sources by 2030 with an indicative checkpoint of around +14% at the end of 2022 compared to 2021.

Results