Mr. Michel‑Alain Proch benefited from the coverage applicable to executives under the French system until the expiry date of his employment contract. Mr. Michel‑Alain Proch could benefit from the PERECO and PER O plans open, under certain conditions, to Groupe employees in France with an employment contract.
Mr. Michel‑Alain Proch had an employment contract with one of the Groupe’s subsidiaries until February 14, 2024.
The commitments in force with Mr. Michel‑Alain Proch provided that, in the event of a forced departure solely due to a change in control or strategy, and except in the event of serious or gross misconduct, he was entitled to a severance payment.
In the absence of a “forced departure,” Mr. Michel‑Alain Proch is not entitled to any severance payment.
A non‑compete clause had been agreed with Mr. Michel‑Alain Proch when he joined Publicis Groupe, as part of his employment contract. This non‑compete clause, valid for a maximum of two years, provided a maximum financial compensation to be paid equal to 30% of the most recent gross monthly salary, excluding variable items, received by Mr. Michel‑Alain Proch prior to his departure from the Groupe, calculated on the average of the last 12 months preceding his departure. Publicis Groupe may waive this clause.
As Mr. Michel‑Alain Proch joined LSEG (London Stock Exchange Group), it was decided to waive the non‑compete clause in his employment contract. He will therefore not receive any financial compensation in this respect.
It is recalled that the compensation policy for the members of the Management Board for the 2023 financial year as well as the items paid or granted in 2022 to Mr. Michel‑Alain Proch were approved by 91.88% and 95.53% of the votes at the General Shareholders’ Meeting of May 31, 2023 (eleventh and seventeenth resolutions) pursuant to, respectively, articles L. 22‑10‑26 II and L. 22‑10‑34 II of the French Commercial Code (ex ante and ex post vote).
The compensation policy for Mr. Michel‑Alain Proch as a member of the Management Board until February 8, 2024 for the 2024 financial year will be subject to approval of the General Shareholders’ Meeting of May 29, 2024 in its fourteenth resolution pursuant to article L. 22‑10‑26 II of the French Commercial Code.
The compensation policy applicable to Mr. Loris Nold is based on the same principles as those for all corporate officers set out in Section 3.3.1.1 and includes the items applicable to members of the Management Board presented in Section 3.3.1.4 as well as the specific items presented below.
