Universal Registration Document 2022

/ Table 10 (AMF nomenclature) History of free share grants (vested and/or unvested plans in 2022)

	Sapient Plan 2018⁽¹⁾	LTIP 2019⁽³⁾	2019 Special Plan ⁽⁴⁾	Sapient Plan 2019⁽⁵⁾	LTIP 2019-2021⁽⁶⁾⁽⁷⁾	Epsilon Replacement Plan⁽⁸⁾	Special Retention Plan⁽⁹⁾	Sapient Plan 2020⁽¹⁰⁾	Epsilon LTI 2020⁽¹¹⁾
Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)Sapient Plan 2018⁽¹⁾n/a⁽²⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)LTIP 2019⁽³⁾05/30/2018	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)2019 Special Plan ⁽⁴⁾n/a⁽²⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)Sapient Plan 2019⁽⁵⁾n/a⁽²⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)LTIP 2019-2021⁽⁶⁾⁽⁷⁾05/30/2018	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)Epsilon Replacement Plan⁽⁸⁾n/a⁽²⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)Special Retention Plan⁽⁹⁾05/30/2018	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)Sapient Plan 2020⁽¹⁰⁾n/a⁽²⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)Epsilon LTI 2020⁽¹¹⁾n/a⁽²⁾
Date of Management Board meeting	Date of Management Board meeting Sapient Plan 2018⁽¹⁾ 04/17/2018	Date of Management Board meeting LTIP 2019⁽³⁾ 05/28/2019	Date of Management Board meeting 2019 Special Plan ⁽⁴⁾ 05/28/2019	Date of Management Board meeting Sapient Plan 2019⁽⁵⁾ 05/28/2019	Date of Management Board meeting LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 06/14/2019	Date of Management Board meeting Epsilon Replacement Plan⁽⁸⁾ 07/15/2019	Date of Management Board meeting Special Retention Plan⁽⁹⁾ 11/15/2019	Date of Management Board meeting Sapient Plan 2020⁽¹⁰⁾ 05/19/2020	Date of Management Board meeting Epsilon LTI 2020⁽¹¹⁾ 07/20/2020
Total number of free shares awarded	Total number of free shares awarded Sapient Plan 2018⁽¹⁾ 516,372	Total number of free shares awarded LTIP 2019⁽³⁾ 335,950	Total number of free shares awarded 2019 Special Plan ⁽⁴⁾ 262,700	Total number of free shares awarded Sapient Plan 2019⁽⁵⁾ 585,499	Total number of free shares awarded LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 170,000	Total number of free shares awarded Epsilon Replacement Plan⁽⁸⁾ 628,681	Total number of free shares awarded Special Retention Plan⁽⁹⁾ 765,110	Total number of free shares awarded Sapient Plan 2020⁽¹⁰⁾ 585,503	Total number of free shares awarded Epsilon LTI 2020⁽¹¹⁾ 1,264,420
Total number of free shares awarded to corporate officers	Total number of free shares awarded to corporate officers Sapient Plan 2018⁽¹⁾ -	Total number of free shares awarded to corporate officers LTIP 2019⁽³⁾ -	Total number of free shares awarded to corporate officers 2019 Special Plan ⁽⁴⁾ -	Total number of free shares awarded to corporate officers Sapient Plan 2019⁽⁵⁾ -	Total number of free shares awarded to corporate officers LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 170,000	Total number of free shares awarded to corporate officers Epsilon Replacement Plan⁽⁸⁾ -	Total number of free shares awarded to corporate officers Special Retention Plan⁽⁹⁾ -	Total number of free shares awarded to corporate officers Sapient Plan 2020⁽¹⁰⁾ -	Total number of free shares awarded to corporate officers Epsilon LTI 2020⁽¹¹⁾ -
Arthur Sadoun	Arthur Sadoun Sapient Plan 2018⁽¹⁾ -	Arthur Sadoun LTIP 2019⁽³⁾ -	Arthur Sadoun 2019 Special Plan ⁽⁴⁾ -	Arthur Sadoun Sapient Plan 2019⁽⁵⁾ -	Arthur Sadoun LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 60,000	Arthur Sadoun Epsilon Replacement Plan⁽⁸⁾ -	Arthur Sadoun Special Retention Plan⁽⁹⁾ -	Arthur Sadoun Sapient Plan 2020⁽¹⁰⁾ -	Arthur Sadoun Epsilon LTI 2020⁽¹¹⁾ -
Jean-Michel Etienne	Jean-Michel Etienne Sapient Plan 2018⁽¹⁾ -	Jean-Michel Etienne LTIP 2019⁽³⁾ -	Jean-Michel Etienne 2019 Special Plan ⁽⁴⁾ -	Jean-Michel Etienne Sapient Plan 2019⁽⁵⁾ -	Jean-Michel Etienne LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 40,000	Jean-Michel Etienne Epsilon Replacement Plan⁽⁸⁾ -	Jean-Michel Etienne Special Retention Plan⁽⁹⁾ -	Jean-Michel Etienne Sapient Plan 2020⁽¹⁰⁾ -	Jean-Michel Etienne Epsilon LTI 2020⁽¹¹⁾ -
Anne-Gabrielle Heilbronner	Anne-Gabrielle Heilbronner Sapient Plan 2018⁽¹⁾ -	Anne-Gabrielle Heilbronner LTIP 2019⁽³⁾ -	Anne-Gabrielle Heilbronner 2019 Special Plan ⁽⁴⁾ -	Anne-Gabrielle Heilbronner Sapient Plan 2019⁽⁵⁾ -	Anne-Gabrielle Heilbronner LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 20,000	Anne-Gabrielle Heilbronner Epsilon Replacement Plan⁽⁸⁾ -	Anne-Gabrielle Heilbronner Special Retention Plan⁽⁹⁾ -	Anne-Gabrielle Heilbronner Sapient Plan 2020⁽¹⁰⁾ -	Anne-Gabrielle Heilbronner Epsilon LTI 2020⁽¹¹⁾ -
Steve King	Steve King Sapient Plan 2018⁽¹⁾ -	Steve King LTIP 2019⁽³⁾ -	Steve King 2019 Special Plan ⁽⁴⁾ -	Steve King Sapient Plan 2019⁽⁵⁾ -	Steve King LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 50,000	Steve King Epsilon Replacement Plan⁽⁸⁾ -	Steve King Special Retention Plan⁽⁹⁾ -	Steve King Sapient Plan 2020⁽¹⁰⁾ -	Steve King Epsilon LTI 2020⁽¹¹⁾ -
Michel-Alain Proch	Michel-Alain Proch Sapient Plan 2018⁽¹⁾ -	Michel-Alain Proch LTIP 2019⁽³⁾ -	Michel-Alain Proch 2019 Special Plan ⁽⁴⁾ -	Michel-Alain Proch Sapient Plan 2019⁽⁵⁾ -	Michel-Alain Proch LTIP 2019-2021⁽⁶⁾⁽⁷⁾ -	Michel-Alain Proch Epsilon Replacement Plan⁽⁸⁾ -	Michel-Alain Proch Special Retention Plan⁽⁹⁾ -	Michel-Alain Proch Sapient Plan 2020⁽¹⁰⁾ -	Michel-Alain Proch Epsilon LTI 2020⁽¹¹⁾ -
Vesting date of shares	Vesting date of shares Sapient Plan 2018⁽¹⁾ 04/17/2019 04/17/2022	Vesting date of shares LTIP 2019⁽³⁾ 05/28/2022	Vesting date of shares 2019 Special Plan ⁽⁴⁾ 05/28/2022	Vesting date of shares Sapient Plan 2019⁽⁵⁾ 05/28/2020 05/28/2023	Vesting date of shares LTIP 2019-2021⁽⁶⁾⁽⁷⁾ 06/14/2022	Vesting date of shares Epsilon Replacement Plan⁽⁸⁾ 03/31/2020 03/31/2022	Vesting date of shares Special Retention Plan⁽⁹⁾ 03/16/2024	Vesting date of shares Sapient Plan 2020⁽¹⁰⁾ 05/19/2021 05/19/2024	Vesting date of shares Epsilon LTI 2020⁽¹¹⁾ 03/31/2021 03/31/2023
End of retention period	End of retention period Sapient Plan 2018⁽¹⁾ n/a	End of retention period LTIP 2019⁽³⁾ n/a	End of retention period 2019 Special Plan ⁽⁴⁾ n/a	End of retention period Sapient Plan 2019⁽⁵⁾ n/a	End of retention period LTIP 2019-2021⁽⁶⁾⁽⁷⁾ n/a	End of retention period Epsilon Replacement Plan⁽⁸⁾ n/a	End of retention period Special Retention Plan⁽⁹⁾ n/a	End of retention period Sapient Plan 2020⁽¹⁰⁾ n/a	End of retention period Epsilon LTI 2020⁽¹¹⁾ n/a
Total number of shares vested as of 12/31/2022	Total number of shares vested as of 12/31/2022 Sapient Plan 2018⁽¹⁾ (321,095)	Total number of shares vested as of 12/31/2022 LTIP 2019⁽³⁾ (137,575)	Total number of shares vested as of 12/31/2022 2019 Special Plan ⁽⁴⁾ (200,083)	Total number of shares vested as of 12/31/2022 Sapient Plan 2019⁽⁵⁾ (349,021)	Total number of shares vested as of 12/31/2022 LTIP 2019-2021⁽⁶⁾⁽⁷⁾ (109,660)	Total number of shares vested as of 12/31/2022 Epsilon Replacement Plan⁽⁸⁾ (439,635)	Total number of shares vested as of 12/31/2022 Special Retention Plan⁽⁹⁾	Total number of shares vested as of 12/31/2022 Sapient Plan 2020⁽¹⁰⁾ (110,891)	Total number of shares vested as of 12/31/2022 Epsilon LTI 2020⁽¹¹⁾ (350,088)
Total number of free shares cancelled or lapsed at 12/31/2022	Total number of free shares cancelled or lapsed at 12/31/2022 Sapient Plan 2018⁽¹⁾ (195,277)	Total number of free shares cancelled or lapsed at 12/31/2022 LTIP 2019⁽³⁾ (198,375)	Total number of free shares cancelled or lapsed at 12/31/2022 2019 Special Plan ⁽⁴⁾ (62,617)	Total number of free shares cancelled or lapsed at 12/31/2022 Sapient Plan 2019⁽⁵⁾ (194,071)	Total number of free shares cancelled or lapsed at 12/31/2022 LTIP 2019-2021⁽⁶⁾⁽⁷⁾ (60,340)	Total number of free shares cancelled or lapsed at 12/31/2022 Epsilon Replacement Plan⁽⁸⁾ (189,046)	Total number of free shares cancelled or lapsed at 12/31/2022 Special Retention Plan⁽⁹⁾ (371,215)	Total number of free shares cancelled or lapsed at 12/31/2022 Sapient Plan 2020⁽¹⁰⁾ (115,097)	Total number of free shares cancelled or lapsed at 12/31/2022 Epsilon LTI 2020⁽¹¹⁾ (700,959)
Number of free shares outstanding at 12/31/2022	Number of free shares outstanding at 12/31/2022 Sapient Plan 2018⁽¹⁾ -	Number of free shares outstanding at 12/31/2022 LTIP 2019⁽³⁾ -	Number of free shares outstanding at 12/31/2022 2019 Special Plan ⁽⁴⁾ -	Number of free shares outstanding at 12/31/2022 Sapient Plan 2019⁽⁵⁾ 42,407	Number of free shares outstanding at 12/31/2022 LTIP 2019-2021⁽⁶⁾⁽⁷⁾ -	Number of free shares outstanding at 12/31/2022 Epsilon Replacement Plan⁽⁸⁾ -	Number of free shares outstanding at 12/31/2022 Special Retention Plan⁽⁹⁾ 393,895	Number of free shares outstanding at 12/31/2022 Sapient Plan 2020⁽¹⁰⁾ 359,515	Number of free shares outstanding at 12/31/2022 Epsilon LTI 2020⁽¹¹⁾ 213,373

The Sapient Plan 2018 consists of two different plans. One plan is subject only to a presence condition, 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 (i.e. April 2019, 2020, 2021 and 2022). The second plan was subject to, in addition to the presence condition, performance conditions based on Publicis Sapient’s operating margin and revenue growth budgets, such that the total number of shares delivered depended on the level of achievement of targets for the years 2018, 2019 and 2020. The shares ultimately awarded in accordance with the level of attainment of these performance targets were delivered at the end of at hree-year period, i.e. in April 2021.
Grants made outside the provisions of the French Commercial Code (“non-qualified” plans).
The vesting of shares under the LTIP 2019 was subject to presence and performance conditions. The performance conditions of the plan were based on the achievement of an organic growth rate and an operating margin rate compared to a Groupe of competitors, such that the number of shares delivered at the end of the three-year vesting period, in May 2022, depended on the level of achievement of these objectives for the year 2019.
The 2019 Special Plan was a retention plan subject only to a presence condition and introduced for certain employees with a direct impact on growth.
The Sapient Plan 2019 consisted of two different plans. One plan is subject only to a presence condition and gives rise to the delivery of one-quarter of the shares awarded on the dates of the first four anniversaries of the plan (i.e. in May 2020, 2021, 2022 and 2023). The second plan was subject to, in addition to the presence condition, performance conditions based on Publicis Sapient’s operating margin and revenue growth, such that the total number of shares delivered depended on the level of achievement of targets for2019, 2020 and 2021. The shares ultimately awarded based on the achievement of these performance targets were delivered at the end of a three-year period, i.e. in May 2022.
The LTIP 2019-2021 plan was specifically for the benefit of the members of the Management Board. The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three-year period (2019-2021), such that the total number of shares delivered depended on the level of achievement of financial performance objectives, namely achieving a certain rate of organic growth and an operating margin compared to a peer Groupe of companies. Some of the shares awarded were also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of achievement of these performance targets. In addition, the vesting of shares was also subject to a presence condition during the three-year vesting period, i.e. in June 2022.
The cancelled shares result from prorata application to the performance shares initially granted to Jean-Michel Etienne, as approved by the Supervisory Board (on the recommendation of the Compensation Committee) in accordance with the compensation policy.
Awards consisting of replacements for awards made by the ADS Group in 2019 that had lapsed as a result of Epsilon’s acquisition by Publicis Groupe. The shares granted were subject to a presence condition for 20% and a performance condition for 80% (based on the annual operating margin and net revenue budgets of the Epsilon entities). Shares vested in tranches over the three years of the plan (i.e. in March 2020, 2021 and 2022).
Retention plan offered to 10 Groupe top executives. The shares were subject to individualized performance conditions for 2020 to 2022. The cancellation of the Special Retention Plan was presented to the Management Board on December 16, 2020. The awards of the Special Retention Plan will be replaced by new LTIPs from 2021. The shares in the second tranche correspond to those allocated under the new LTIP 2021 plan and the shares of the third tranche of awards made under the LTIP 2022. The initial vesting date (03/31/2023)has been extended and aligned with those of the LTIP 2021 and LTIP 2022.
The Sapient Plan 2020 consists of two different plans. One plan is subject only to a presence condition and gives rise to the delivery of one-quarter of the shares awarded on the dates of the first four anniversaries of the plan (i.e. in May 2021, 2022, 2023 and 2024). The second plan is subject, in addition to the presence condition, to performance conditions based on Publicis Sapient’s operating margin and revenue growth budgets, such that the total number of shares delivered will depend on the level of achievement of objectives for the years 2020, 2021 and 2022. The shares ultimately awarded based on the level of achievement of these performance targets will be deliverable at the end of a three-year period,i.e. in May 2023
The shares granted are subject to a presence condition for 20% and a performance condition for 80% (based on the annual operating margin and net revenue budgets of the Epsilon entities). The shares are vested and delivered in tranches for the three years of the plan (i.e. in March 2021 for 30% of the shares granted, in March 2022 for 30% of the shares granted and in March 2023 for 40% of the shares granted).
Excluding beneficiaries of the Special Retention Plan for whom the shares remain presented in the initial plan. The vesting of shares under the LTIP 2021 is subject to performance criteria measured for 2021, such that the total number of shares delivered will depend on the level of achievement of financial performance targets, i.e. the achievement of an organic growth rate and an operating margin rate compared to a reference Groupe of competitors. Some of the shares allocated are also subject to a condition based on a CSR(Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of attainment of these performance targets. In addition, the vesting of shares is also subject to a presence condition during the three-year vesting period, i.e. in March 2024 (Septembre 2024 for the individual specific plan).

Universal Registration Document 2022

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