Universal Registration Document 2023

3. Governance and Compensation - AFR

Criteria Weight Target and acquisition scale (straight‑line between the threshold and the maximum) Performance objectives Results Achievement rate Amount of variable compensation to be paid

Criteria

CSR – the assessment of the progress of the CSR policy is carried out with regard to the following priorities:

Weight

not-included

Target and acquisition scale (straight‑line between the threshold and the maximum)

not-included

Performance objectives

not-included

Results

not-included

Achievement rate

not-included

Amount of variable compensation to be paid

not-included

Criteria

Diversity, equity and inclusion: the trajectory aims for 45% women in key management positions in 2025 with an indicative checkpoint of 43% at the end of 2023

Weight

10%

Target and acquisition scale (straight‑line between the threshold and the maximum)

Target (100%)

Performance objectives

43%

Results

With a rate of 43% women in key management positions at the end of 2023, the target Objective was achieved.

Achievement rate

100%

Amount of variable compensation to be paid

€60,000

Criteria

Combating climate change: the trajectory aims for 100% of energy from direct renewable sources by 2030 with an indicative checkpoint of around 50% at the end of 2023 Objective

Weight

10%

Target and acquisition scale (straight‑line between the threshold and the maximum)

Target (100%)

Performance objectives

≈ 50%

Results

With an indicative checkpoint of 60% in 2023, the target Objective was achieved and exceeded.

Achievement rate

100%

Amount of variable compensation to be paid

€60,000

Criteria

Total (fifinancial and non‑fifinancial criteria)

Weight

100 %

Target and acquisition scale (straight‑line between the threshold and the maximum)

not-included

Performance objectives

not-included

Results

not-included

Achievement rate

106%

Amount of variable compensation to be paid

€636,000

All objectives were achieved or exceeded. Subject to the approval of the General Shareholders’ Meeting, the Supervisory Board, on the recommendation of the Compensation Committee, approved the payment of variable compensation of euro 636,000 in respect of 2023 (i.e. 106% of the target variable compensation of Mrs. Anne‑Gabrielle Heilbronner), given the items detailed above.

3.3.2.6 Compensation paid or awarded to Mr. Michel‑Alain Proch, member of the Management Board until February 8, 2024

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 therefore be asked to approve the items of compensation paid or awarded in respect of the 2023 financial year to Mr. Michel‑Alain Proch, member of the Management Board until February 8, 2024, as described below. These items comply with the compensation policy established for Mr. Michel‑Alain Proch in respect of the 2023 financial year presented in Sections 3.2.1.4 and 3.2.1.7 of the Publicis Groupe SA 2022 Universal Registration Document as approved by the General Shareholders’ Meeting of May 31, 2023 in its eleventh resolution.

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 benefits of any kind paid during the past financial year or awarded in respect of the same financial year to Mr. Michel‑Alain Proch, member of the Management Board until February 8, 2024, are subject to the approval of the General Shareholders’ Meeting of May 29, 2024 in its tenth resolution pursuant to article L. 22‑10‑34, II of the French Commercial Code.