Publicis Groupe decided to set up a share plan each year for management and certain key employees of the Groupe. As a member of the Management Board, Mrs. Anne Gabrielle Heilbronner has been eligible for this plan since 2021. Under this plan, the number of shares that may be delivered at the end of a three‑year vesting period (except in the event of death or disability), i.e. in March 2025 for the “LTIP 2022 Membres du Directoire” and March 2026 for the “LTIP 2023 Membres du Directoire” plan and in March 2027 for the “LTIP 2024 Membres du Directoire” plan, will depend for 90% of the shares awarded on Publicis Groupe’s average financial performance over a three year period (2022‑2024 for the “LTIP 2022 Membres du Directoire” plan, 2023‑2025 for the “LTIP 2023 Membres du Directoire” plan and 2024‑2026 for the “LTIP 2024 Membres du Directoire” plan) as compared with the financial performance of a reference group comprising WPP, Omnicom, IPG and Publicis Groupe, plus two conditions relating to Corporate Social Responsibility for 10% of the shares awarded.
In each of these plans, assuming the performance conditions are met, entitlement to receive shares is subject to a presence condition until the end of the vesting period. Details of these plans are presented in Section 3.3.1.4.
In the event of forced departure or a departure due to a change in control or strategy, and except in the event of serious or gross misconduct, shares awarded may be retained pro rata temporis, subject to performance conditions.
In the event of retirement, she may, at the end of the vesting period and upon approval by the Supervisory Board, pursuant to the compensation policy approved by shareholders and applicable at that time, receive the shares granted to her pro rata temporis.
Use of a company car. Moreover, Mrs. Anne‑Gabrielle Heilbronner is covered by the unemployment insurance taken out by Publicis Groupe for its corporate officers, as the French unemployment office (Pôle Emploi) does not cover this.
Mrs. Anne‑Gabrielle Heilbronner benefits from the coverage applicable to executives under the French system. Mrs. Anne‑Gabrielle Heilbronner may benefit from the PERECO and PER O plans open, subject to conditions, to all Groupe employees in France with an employment contract.
Mrs. Anne‑Gabrielle Heilbronner continues to benefit from an employment contract with one of the Groupe’s subsidiaries.
The current commitments to Mrs. Anne‑Gabrielle Heilbronner provide that in the event of a forced departure due to a change in control or strategy, and other than in the case of serious or gross misconduct, Mrs. Anne‑Gabrielle Heilbronner would be entitled to a severance payment.
Provided that Mrs. Anne‑Gabrielle Heilbronner does not continue to be employed by Publicis Groupe, the amount of the severance would be equal to one year’s total gross compensation (fixed and variable compensation paid). She would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to her, and to retain, pro rata temporis, the performance shares already granted to her, subject to the performance conditions set out in the regulations for the plan in question (pursuant to the decision of the Supervisory Board of November 25, 2020).
In addition, the payment of the severance amount would be subject to a performance condition: the severance amount would only be due in its full amount if the average annual amount of the variable compensation acquired by Mrs. Anne‑Gabrielle Heilbronner for the three years prior to the termination of her duties is equal to at least 75% of her “target variable compensation.” If the average annual amount is less than 25% of the “target variable compensation,” no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation,” payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.
The severance amount may only be paid after the determination by the Supervisory Board that the performance condition had been achieved at the date on which her term as a member of the Management Board ended.
The combined severance payment and any compensation in respect of the employment contract may not exceed two years of total compensation (fixed and variable compensation paid).
For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the Combined General Shareholders’ Meeting of May 29, 2019 in its seventh resolution for commitments formerly subject to the procedures on related‑party agreements.
