Subject to approval by the General Shareholders' Meeting, the Supervisory Board, on the proposal of the Compensation Committee, approved the payment of variable compensation of euro 3,393,000 for 2023 (i.e. 145% of the variable compensation target of Mr. Arthur Sadoun), in view of the items detailed above and which is amply justified in view of the exceptional quality of Mr. Arthur Sadoun's work and the results obtained in 2023.
Under a five‑year retention contract starting from January 1, 2023, on May 31, 2023, the Management Board, with the authorization of the Supervisory Board, granted 167,000 shares to Mr. Arthur Sadoun, corresponding to a value equal, on the basis of the opening share price on May 31, 2023, to two years' fixed salary per year of presence over a five‑year period, i.e. ten years' fixed annual salary. It is specified that no other grant will be made under the retention contract.
The shares related to the retention contract will vest subject to continued presence, with Mr. Arthur Sadoun having to remain in office for the five‑year retention period, i.e. until December 31, 2027. If Mr. Arthur Sadoun left the Groupe before December 31, 2027, no shares would vest under the retention contract, except in the event of termination for the following reasons: illness, disability, death or change of control.
If Mr. Arthur Sadoun’s duties were terminated for one of these reasons, the right to receive the shares would be retained pro rata temporis.
As indicated in the 2023 compensation policy approved by the General Shareholders' Meeting of May 31, 2023, this is not a “departure” compensation, but on the contrary, a retention contract to induce Mr. Arthur Sadoun to remain as Groupe's Chairman of the Management Board in exchange for exceptional and specific compensation.
Pursuant to article L. 22‑10‑34, II of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year by means of a separate resolution for each member of the Management Board.
The General Shareholders’ Meeting of May 29, 2024 will thus be asked to vote on the items of compensation paid or awarded in respect of the 2023 financial year to Mrs. Anne‑Gabrielle Heilbronner, member of the Management Board, as set out below. These items comply with the compensation policy for members of the Management Board for the 2023 financial year presented in Sections 3.2.1.4 and 3.2.1.6 of the Publicis Groupe SA 2022 Universal Registration Document, as approved by the General Shareholders’ Meeting of May 31, 2023 in its eleventh resolution. Given the strong approval of items of compensation at the previous General Shareholders’ Meeting, the items of compensation paid or awarded in respect of the 2023 financial year are in line with those paid or awarded in respect of the 2022 financial year.
It should be noted that the variable or extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting, in accordance with the provisions of article L. 22‑10‑34, II, second paragraph, of the French Commercial Code.
The items comprising the total compensation and the benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Mrs. Anne‑Gabrielle Heilbronner, member of the Management Board, are subject to the approval of the General Shareholders’ Meeting of May 29, 2024 in its ninth resolution, pursuant to article L. 22‑10‑34, II of the French Commercial Code.
