Universal Registration Document 2023

/ Table 10 (AMF nomenclature) History of free share grants (vested and/or unvested plans in 2023)

unspecified	Sapient Plan 2019⁽¹⁾	Special Retention Plan⁽³⁾	Sapient Plan 2020⁽⁴⁾	Epsilon LTI 2020⁽⁵⁾	LTIP 2021 and other specific plans⁽⁶⁾	LTIP 2021 Directoire⁽⁷⁾	LTI Epsilon directoire⁽⁸⁾	Sapient Plan 2021⁽⁹⁾	LTIP 2022 and other specific plans⁽¹⁰⁾
Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)	n/a⁽²⁾	05/30/2018	n/a⁽²⁾	n/a⁽²⁾	05/30/2018 05/26/2021	05/30/2018	n/a⁽²⁾	n/a⁽²⁾	05/26/2021
Date of Management Board meeting	05/28/2019	11/15/2019	05/19/2020	07/20/2020	03/16/2021 09/15/2021	03/16/2021	03/16/2021	04/13/2021	03/18/2022 10/17/2022
Total number of free shares awarded	585,499	765,110	585,503	1,264,420	590,391	151,577	632,348	604,474	638,279
awarded to corporate Total number of free shares officers	-	-	-	-	-	151,577	-	-	-
Arthur Sadoun	-	-	-	-	-	61,237	-	-	-
Jean‑Michel Etienne	-	-	-	-	-	-	-	-	-
Anne‑Gabrielle Heilbronner	-	-	-	-	-	24,495	-	-	-
Steve King	-	-	-	-	-	41,350	-	-	-
Michel‑Alain Proch	-	-	-	-	-	24,495	unspecified	unspecified	unspecified
Vesting date of shares	05/28/2020 05/28/2023	03/16/2024	05/19/2021 05/19/2024	03/31/2021 03/31/2023	03/16/2024 09/15/2024	03/16/2024	03/31/2022 03/31/2024	04/13/2022 04/13/2025	03/18/2025
End of retention period	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Total number of shares vested as of 12/31/2023	(391,361)	-	(411,661)	(560,499)	-	-	(348,193)	(109,004)	-
Total number of free shares canceled or lapsed as of 12/31/2023	(194,138)	(474,107)	(129,875)	(703,921)	(180,279)	(24,495)	(73,473)	(89,638)	(35,423)
Number of free shares outstanding as of 12/31/2023	-	291,003	43,967	-	410,112	127,082	210,682	405,832	602,856

The Sapient Plan 2019 consisted of two different plans. One plan is subject only to a presence condition and gives rise to the delivery of one‑quarter of the shares awarded on the dates of the first four anniversaries of the plan (i.e. in May 2020, 2021, 2022 and 2023). The second plan was subject to, in addition to the presence condition, performance conditions based on Publicis Sapient’s operating margin and revenue growth budgets, such that the total number of shares delivered depended on the level of achievement of objectives for the years 2019, 2020 and 2021. The shares ultimately awarded based on the achievement of these performance targets were delivered at the end of a three‑year period, i.e. in May 2022.
Grants made outside the provisions of the French Commercial Code (“non‑qualified” plans).
Retention plan offered to ten Groupe top executives. The shares were subject to individualized performance conditions for 2020 to 2022. The cancellation of the Special Retention Plan was presented to the Management Board on December 16, 2020. The awards of the Special Retention Plan will be replaced by new LTIPs from 2021. The shares in the second tranche correspond to those allocated under the new LTIP 2021 plan and the shares of the third tranche of awards made under the LTIP 2022. The initial vesting date (03/31/2023) has been extended and aligned with those of the LTIP 2021 and LTIP 2022.
The Sapient 2020 Plan consists of two separate plans. One plan is subject only to a presence condition and gives rise to the delivery of one‑quarter of the shares awarded on the dates of the first four anniversaries of the plan (i.e. in May 2021, 2022, 2023 and 2024). The second plan was subject to, in addition to the presence condition, performance conditions based on Publicis Sapient’s operating margin and revenue growth budgets, such that the total number of shares delivered depended on the level of achievement of objectives for the years 2020, 2021 and 2022. The shares ultimately awarded based on the achievement of these performance targets were delivered at the end of a three‑year period, i.e. in May 2023.
The shares granted are subject to a presence condition for 20% and a performance condition for 80% (based on the annual operating margin and net revenue budgets of the Epsilon entities). The shares were vested and delivered in tranches for the three years of the plan (i.e. in March 2021 for 30% of the shares granted, in March 2022 for 30% of the shares granted and in March 2023 for 40% of the shares granted).
Excluding beneficiaries of the Special Retention Plan for whom the shares remain presented in the initial plan. The vesting of shares under the LTIP 2021 is subject to performance criteria measured for 2021, such that the total number of shares delivered depends on the level of achievement of financial performance targets, i.e. the achievement of an organic growth rate and an operating margin rate compared to a reference group of competitors. Some of the shares allocated are also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of attainment of these performance targets. In addition, the vesting of shares is also subject to a presence condition during the three‑year vesting period, i.e. in March 2024 (September 2024 for the individual specific plan).
The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three‑year period (2021‑2023), such that the total number of shares delivered depends on the level of achievement of financial performance targets, i.e. the achievement of an organic growth rate and an operating margin rate compared to a reference group of competitors. Some of the shares allocated are also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of attainment of these performance targets. In addition, the vesting of shares is also subject to a presence condition during the three‑year vesting period, i.e. in March 2024.
The shares granted are subject to a presence condition for 20% and a performance condition for 80% (based on the annual operating margin and net revenue budgets of the Epsilon entities). The shares are vested and delivered in tranches for the three years of the plan (i.e. in March 2022 for 30% of the shares granted, in March 2023 for 30% of the shares granted and in March 2024 for 40% of the shares granted).
The Sapient 2021 Plan consists of two separate plans. One plan is subject to only a presence condition, and gives rise to the delivery of one quarter of the shares allocated on the anniversary dates of the first four years of the plan (i.e. April 2022, 2023, 2024 and 2025). The second plan is subject, in addition to a presence condition, to performance conditions based on Publicis Sapient’s annual operating margin and revenue growth budgets, such that the total number of shares delivered after a three‑year period, in April 2024, will depend on the level of achievement of the objectives for 2021.
Excluding beneficiaries of the Special Retention Plan for whom the shares remain presented in the initial plan. The vesting of shares under the LTIP 2022 is subject to performance criteria measured for 2022, such that the total number of shares delivered depends on the level of achievement of financial performance targets, i.e. the achievement of an organic growth rate and an operating margin rate compared to a reference group of competitors. Some of the shares allocated are also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of attainment of these performance targets. In addition, the vesting of shares is also subject to a presence condition during the three‑year vesting period., i.e. in March 2025.

Universal Registration Document 2023

3. Governance and Compensation - AFR

/ Table 10 (AMF nomenclature) History of free share grants (vested and/or unvested plans in 2023)