Pursuant to article L. 22‑10‑34, I of the French Commercial Code, the General Shareholders’ Meeting deliberates on the disclosures mentioned in article L. 22‑10‑9 I of the French Commercial Code. The General Shareholders’ Meeting of May 29, 2024 will thus be asked to vote on these disclosures in a resolution referenced below.
Should the General Shareholders’ Meeting of May 29, 2024 not approve said resolution, the Supervisory Board will be required to submit a revised compensation policy, taking into account the shareholders’ vote, for approval at the next General Shareholders’ Meeting.
The disclosures mentioned in article L. 22‑10‑9, I of the French Commercial Code on the compensation of corporate officers in respect of the 2023 financial year will be subject to the approval of the General Shareholders’ Meeting of May 29, 2024 in its sixth resolution.
The total compensation, including all benefits of any kind awarded or paid during the financial year ended December 31, 2023 to each member of the Supervisory Board, both by the Company and by the companies controlled by the Company as defined by article L. 233‑16 of the French Commercial Code, is indicated hereafter.
Since 2022, the compensation of the members of the Supervisory Board in respect of their term of office (former attendance fees) consists of the fixed annual compensation of the members of the Supervisory Board plus compensation for each meeting of the Supervisory Board and committee on which they participate, with the exception of the compensation paid to the Chairman (see Section 3.3.2.2) and the exception of the salaries paid by a Groupe subsidiary to Mr. Pierre Pénicaud and Mrs. Patricia Velay‑Borrini in respect of their salaried positions in 2023 (see Table 3). Where applicable, the amount of compensation paid to the Chairman and that related solely to his status as a member of the Supervisory Board included in the total compensation is reported. Total compensation is expressed in euros. The amounts indicated are gross amounts before deductions of taxes or social charges.
The items of compensation paid or awarded in respect of the 2022 financial year were approved by the previous General Shareholders’ Meeting in its twelfth resolution. It is specified that the compensation of the members of the Supervisory Board paid or awarded in respect of the 2023 financial year complies with the compensation policy set out in Section 3.2.1.2 of the Publicis Groupe SA 2022 Universal Registration Document as widely approved by the General
Shareholders’ Meeting of May 31, 2023 in its ninth resolution pursuant to article L. 22‑10‑26, II of the French Commercial Code. The members of the Supervisory Board received fixed compensation of euro 10,000 per year (increased by euro 7,500 for those who chaired a committee), increased by euro 6,000 for Board meetings and committee meetings they attended (euro 7,500 per meeting for the Chairman of the Committee).
At their request, Mrs. Patricia Velay‑Borrini and Mr. Pierre Pénicaud receive fixed compensation of euro 5,000, increased by euro 3,000 for each meeting of the Supervisory Board and each committee in which they participate, and the Company has decided to allocate an equivalent amount to charitable work.
Pursuant to article L. 22‑10‑34, II of the French Commercial Code, the General Shareholders’ Meeting must vote on the fixed, variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year to the Chairman of the Supervisory Board.
The General Shareholders' Meeting of May 29, 2024 will therefore be asked to approve the items of compensation paid or awarded in respect of the 2023 financial year to Mr. Maurice Lévy, Chairman of the Supervisory Board, as described below. These items comply with the compensation policy for the Chairman of the Supervisory Board for the 2023 financial year presented in Section 3.2.1.3 of the Publicis Groupe SA 2022 Universal Registration Document as approved (87.08% positive votes) by the General Shareholders’ Meeting of May 31, 2023 in its eighth resolution.
It is worth noting that components of compensation paid as from June 1, 2019 to the Chairman of the Board reflect his decision to waive one‑third of his previous compensation, then his decision to reduce it to euro 1,300,000 as of 2021.
It should be noted that the variable and extraordinary items of compensation are subject to the approval of the General Shareholders’ Meeting, in accordance with the provisions of article L. 22‑10‑34, II paragraph 2 of the French Commercial Code.
The items comprising the total compensation and benefits of any kind paid during the past financial year or awarded in respect of the same financial year to Mr. Maurice Lévy, Chairman of the Supervisory Board, are subject to the approval of the General Shareholders' Meeting of May 29, 2024 in its seventh resolution, pursuant to article L. 22‑10‑34, II, of the French Commercial Code.
