Universal Registration Document 2022

(13) The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three-year period (2021-2023), such that the total number of shares delivered will depend 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 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.

(14) 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 2022 for 30% of the shares granted, in March 2023 for 30% of the shares granted and in March 2024 for 40% of the shares granted).

(15) The Sapient 2021 Plan consists of two separate plans. One plan is subject to only a presence condition, and gives rise to the delivery of one quarter of the shares allocated on the anniversary dates of the first four years of the plan (i.e. April 2022, 2023, 2024 and 2025). The second plan is subject, in addition to the presence condition, to performance conditions based on Publicis Sapient’s annual operating margin and revenue growth budgets, such that the total number of shares delivered at the end of a three-year period, i.e. in April 2014, will depend on the level of achievement of the objectives for the year 2021.

(16) Excluding beneficiaries of the Special Retention Plan for whom the shares remain presented in the initial plan. The vesting of shares under the LTIP 2022 is subject to performance criteria measured for 2022, 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 2025

(17) The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three-year period (2022-2024), such that the total number of shares delivered will depend 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 competing with Publicis Groupe. 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 2025.

(18) The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three-year period (2022-2024), such that the total number of shares delivered will depend 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 A portion of the shares granted are also subject to a market condition based on the TSR comparing that of Publicis with that of the CAC 40, as well as a condition based on a CSR (Corporate Social Responsibility) criterion and a condition related to talent management. 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 2025 and May 2025.

(19) The Sapient Plan 2022 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. April 2023, 2024, 2025 and 2026). The second plan is subject, in addition to a presence condition, to performance conditions based on Publicis Sapient’s annual operating margin and revenue growth, such that the total number of shares delivered after a three-year period, in April 2015, will depend on the level of achievement of the objectives for 2022.

(20) 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 and/or September 2023 for 30% of the shares granted, in March and/or September 2024 for 30% of the shares granted and in March and/or September 2025 for 40% of the shares granted).