Universal Registration Document 2023

3. Governance and Compensation - AFR

Annual variable compensation to be paid in 2024 for the 2023 financial year

The variable compensation of Mr. Michel‑Alain Proch, of a target amount representing up to 100% of his fixed compensation and a maximum amount not exceeding 106% of his target variable compensation, is based on:

  • three financial and Stock Exchange related criteria for 40% of the variable part:
    • organic growth of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023 for 15%,
    • Groupe operating margin based on the Objective validated by the Supervisory Board in March 2023 for 15%,
    • TSR (Total Shareholder Return) for 10%.

      The variable compensation in respect of these criteria may only be paid if the Objective is achieved. If the growth and margin objective is exceeded, and in order to encourage outperformance, the annual variable compensation in respect of these criteria may be increased, with a cap of 20% on each of these two criteria;

  • four quantifiable individual financial and non‑financial criteria, for 60% of the variable part:
    • personnel costs (20%) – based on the Objective of “fixed personnel costs and freelance costs/revenue” in the annual budget validated by the Supervisory Board in March 2023,
    • cash flow and debt management (20%) – based on the Objective validated by the Supervisory Board in March 2023,
    • achievement of the G&A objectives (10%) – based on the Objective validated by the Supervisory Board in March 2023,
    • two CSR criteria for 10%. The assessment of the progress of the CSR policy is made regarding the following priorities:
      • 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,
      • 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.
Results
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
Publicis Groupe financial performance and stock market criteria
Organic growth of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023 Organic growth

of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023

Weight

15%
Organic growth

of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023

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

Threshold (80%) Target (100%) Maximum (120%)

Organic growth

of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023

Performance objectives

Objective -x bp Objective Objective +y bp

Organic growth

of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023

Results

With growth of +6.3%, the maximum Objective was exceeded.

Organic growth

of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023

Achievement rate

120%

Organic growth

of the Groupe’s revenue based on the Objective validated by the Supervisory Board in March 2023

Amount of variable compensation to be paid

€129,600
Groupe Operating margin based on the Objective approved by the Supervisory Board in March 2023

Groupe

Operating margin

based on the Objective approved by the Supervisory Board in March 2023

Weight

15%

Groupe

Operating margin

based on the Objective approved by the Supervisory Board in March 2023

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

Threshold (80%) Target (100%) Maximum (120%)

Groupe

Operating margin

based on the Objective approved by the Supervisory Board in March 2023

Performance objectives

Objective -x' bp Objective Objective +y' bp

Groupe

Operating margin

based on the Objective approved by the Supervisory Board in March 2023

Results

With an operating margin of 18%, the maximum Objective was achieved.

Groupe

Operating margin

based on the Objective approved by the Supervisory Board in March 2023

Achievement rate

120%

Groupe

Operating margin

based on the Objective approved by the Supervisory Board in March 2023

Amount of variable compensation to be paid

€129,600
TSR (Total Shareholder Return) TSR

(Total Shareholder Return)

Weight

10%
TSR

(Total Shareholder Return)

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

Target (100%)
TSR

(Total Shareholder Return)

Performance objectives

Objective
TSR

(Total Shareholder Return)

Results

With a TSR of 36%, the target Objective was achieved and exceeded

TSR

(Total Shareholder Return)

Achievement rate

100%

TSR

(Total Shareholder Return)

Amount of variable compensation to be paid

€72,000