There is no indirect self-control of the Company.
At December 31, 2022, 30,000 registered shares managed by the Company, and 882,946 registered shares administered by others, were pledged, representing a total of 912,946 pledged shares.
No major asset held by Groupe companies was subject to a pledge.
Employees’ interests in the share capital through the Company savings plans, and according to the definition of article L.225-102 of the French Commercial Code, at December 31, 2022 were not significant.
It should be noted that the Publicis Groupe FCPE (mutual fund) held 371,788 Publicis Groupe shares at December 31, 2022. As a result, Publicis Groupe employees owned 0.14% of the share capital via the FCPE at that date.
At December 31, 2022, the total number of options outstanding for all beneficiaries was 560,148, all were purchase options and immediately exercisable.
In 2022, the Groupe set up a long-term incentive plan for certain key employees of the Groupe, the “LTIP 2022”, which also includes the members of the Management Board, a specific plan for the Chairman of the Management Board, as well as a “Sapient 2022 plan”, and a “Epsilon LTI 2022”.
In March and May 2022, the “LTIP 2022” plan granted 982,295 free shares (including 140,047 free shares to members of the Management Board) to a certain number of key Groupe employees and executives under three conditions. First of all, the shares are subject to a presence condition during the three-year vesting period. In addition, the shares are subject to the conditions for achieving the Groupe’s revenue growth and profitability targets for 2022 (for the 2022-2024 period for the members of the Management Board). Lastly, the shares are subject to conditions based on the progress of the CSR (Corporate Social Responsibility) policy on Diversity, Equality and Inclusion and on the fight against climate change for which indicative checkpoints were defined at the end of 2022 (at the end of 2024 for the members of the Management Board). In addition to these conditions, the shares allocated to the Chairman of the Management Board are subject to a new market condition based on the TSR (Total Shareholder Return) comparing that of Publicis Groupe to that of the CAC 40, as well as a condition related to talent management within the Groupe.
To facilitate the integration of Sapient and its subsidiaries into the Publicis Groupe, the Management Board created a specific long-term incentive plan. The “Publicis Sapient 2022 Stock Incentive Plan” is divided into two tranches of different durations. The first tranche 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. The second tranche is subject to performance condition, in addition to a presence condition; delivery takes place at the end of a three-year period. This plan was launched in April 2022 and awarded 603,192 free shares to a number of Publicis Sapient executives and key employees.
The Epsilon LTI plan was set up for the first time in 2020 for the exclusive benefit of Epsilon’s managers and employees in order to facilitate their integration into the Publicis Groupe. This plan was renewed in March and September 2022 (“2022 Epsilon LTI plan”) and awarded 526,507 free shares. The shares granted under this plan are subject to a presence condition for 20% and performance conditions for 80% over a total vesting period of three years. The shares are acquired and delivered gradually each year at a rate of 30% at the end of the first year and the second year of the plan and 40% at the end of the third year.
At December 31, 2022, the total number of free shares yet to vest to Groupe employees subject to a presence condition and, in some cases, a performance condition, amounted to 4,339,621 shares.
All the details concerning the free share plans (description, changes for the financial year, and closing balance) are shown in Note 31 to the consolidated financial statements in Section 6.6 of this document.
