Universal Registration Document 2023

3. Governance and Compensation - AFR

/ Table - Items of compensation paid or awarded in 2023 to Mr. Michel‑Alain Proch, member of the Management Board, subject to shareholder approval
Items of compensation subject to approval Amounts paid in respect of the past financial year (in €) Amounts awarded in respect of the past financial year or accounting valuation (in €) Presentation
Fixed compensation Fixed compensation

Amounts paid in respect of the past financial year

(in €)

720,000

Fixed compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

720,000

Fixed compensation

Presentation

Proportion of fixed compensation (compared to the compensation paid): 56.87% The rules for determining fixed compensation can be found in Section 3.3.1.7 of this document.

of this document. Annual variable compensation of this document. Annual variable compensation

Amounts paid in respect of the past financial year

(in €)

546,000

of this document. Annual variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

691,200

of this document. Annual variable compensation

Presentation

Proportion of variable compensation (compared to the compensation paid): 43.13% Annual variable compensation to be paid in 2024 for the 2023 financial year:

After reviewing the performance achieved for each of the criteria indicated below and pursuant to the compensation policy adopted by the previous General Shareholders' Meeting in the 2023 financial year, the Supervisory Board set the variable compensation of Mr. Michel‑Alain Proch at euro 691,200 gross, the payment of which will be submitted to 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. This amount results from the following facts and assessments shown below and in the table below.

Multi‑year variable compensation Multi‑year variable compensation

Amounts paid in respect of the past financial year

(in €)
-
Multi‑year variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Multi‑year variable compensation

Presentation

N/A
Exceptional compensation Exceptional compensation

Amounts paid in respect of the past financial year

(in €)
-
Exceptional compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Exceptional compensation

Presentation

N/A
Stock options, performance shares or any other long‑term benefit (warrants, etc.) Stock options, performance shares or any other long‑term benefit (warrants, etc.)

Amounts paid in respect of the past financial year

(in €)
N/A
Stock options, performance shares or any other long‑term benefit (warrants, etc.)

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

1,256,717

Stock options, performance shares or any other long‑term benefit (warrants, etc.)

Presentation

This amount corresponds to the valuation in the consolidated financial statements of the performance shares granted in 2023 to Mr. Michel‑Alain Proch in respect of the LTIP 2023 Membres du Directoire (1).

Other benefits Other benefits

Amounts paid in respect of the past financial year

(in €)

18,566

Other benefits

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

18,566

Other benefits

Presentation

This amount corresponds to Publicis Groupe contributions in 2023 for unemployment insurance and the use of a company car.

Indemnities when taking or leaving a function Indemnities when taking or leaving a function

Amounts paid in respect of the past financial year

(in €)
-
Indemnities when taking or leaving a function

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Indemnities when taking or leaving a function

Presentation

No sum was awarded with respect to the past financial year. The severance payment described in Section 3.3.1.7 that may be paid to Mr. Michel‑Alain Proch was equivalent to one year of total gross compensation (fixed and variable compensation paid), subject to performance conditions, i.e. an estimated amount of euro 1,266,000.

Non‑compete agreement Non‑compete agreement

Amounts paid in respect of the past financial year

(in €)
-
Non‑compete agreement

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Non‑compete agreement

Presentation

No sum was awarded with respect to the past financial year. The non‑compete compensation described in Section 3.3.1.7 that may be paid to Mr. Michel‑Alain Proch under his employment contract was equivalent to 30% of his gross salary, excluding variable items, i.e. an estimated amount of euro 216,000.

Collective pension plan Collective pension plan

Amounts paid in respect of the past financial year

(in €)

3,519

Collective pension plan

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

3,519

Collective pension plan

Presentation

This is the employer’s contribution to the PERCO.

Collective health and welfare insurance plans Collective health and welfare insurance plans

Amounts paid in respect of the past financial year

(in €)

4,957

Collective health and welfare insurance plans

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

4,957

Collective health and welfare insurance plans

Presentation

This is the employer’s contribution to the collective health and welfare insurance plans.

Compensation by the Company(ies) within the scope of consolidation as per article L. 233‑16 of the French Commercial Code Compensation by the Company(ies) within the scope of consolidation as per article L. 233‑16 of the French Commercial Code

Amounts paid in respect of the past financial year

(in €)
-
Compensation by the Company(ies) within the scope of consolidation as per article L. 233‑16 of the French Commercial Code

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Compensation by the Company(ies) within the scope of consolidation as per article L. 233‑16 of the French Commercial Code

Presentation

Mr. Michel‑Alain Proch had an employment contract with one of the Groupe’s subsidiaries. Mr. Michel‑Alain Proch held other offices within Groupe subsidiaries. Compensation for offices in Groupe companies is excluded by Janus, the Publicis Groupe Code of Conduct and Ethics Mr. Michel‑Alain Proch did not receive any compensation other than that described in this document.