Universal Registration Document 2023

not-included	LTIP 2022 Membres du Directoire⁽¹¹⁾	LTIP 2022 Président du Directoire⁽¹²⁾	Sapient Plan 2022⁽¹³⁾	Epsilon LTI 2022⁽¹⁴⁾	LTI Epsilon 2022 (September)⁽¹⁴⁾	LTIP 2023⁽¹⁵⁾	LTIP 2023 Membres du Directoire⁽¹⁶⁾	LTIP 2023 Président du Directoire⁽¹⁷⁾	Sapient Plan 2023⁽¹⁸⁾	Epsilon LTI 2023⁽¹⁹⁾	LTI Epsilon 2023 (September)⁽¹⁹⁾	Retention contract⁽²⁰⁾
Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)	05/26/2021	05/26/2021	n/a⁽²⁾	n/a⁽²⁾	n/a⁽²⁾	05/26/2021	05/26/2021	05/26/2021	n/a⁽²⁾	n/a⁽²⁾	n/a⁽²⁾	n/a⁽²⁾
Date of Management Board meeting	03/18/2022	03/18/2022 05/25/2022	04/11/2022	03/18/2022	09/14/2022	03/16/2023	03/16/2023 05/31/2023	03/16/2023 05/31/2023	04/17/2023 06/13/2023	03/16/2023	09/12/2023	05/31/2023
Total number of free shares awarded	78,004	62,043	603,192	455,625	70,882	756,482	36,694	57,005	709,046	389,852	32,944	167,000
Total number of free shares awarded to corporate officers	78,004	62,043	-	-	-	-	36,694	57,005	-	-	-	167,000
Arthur Sadoun	-	62,043	-	-	-	-	-	57,005	-	-	-	167,000
Jean‑Michel Etienne	-	-	-	-	-	-	-	-	-	-	-	-
Anne‑Gabrielle Heilbronner	20,819	-	-	-	-	-	16,634	-	-	-	-	-
Steve King	36,366	-	-	-	-	-	-	-	-	-	-	-
Michel‑Alain Proch	20,819					-	20,060	-	-	-	-	-
Vesting date of shares	03/18/2025	03/18/2025 05/25/2025	04/11/2023 04/11/2026	03/31/2023 03/31/2025	09/30/2023 09/30/2025	03/16/2026	03/16/2026 05/31/2026	03/16/2026 05/31/2026	04/17/2024 06/13/2027	03/31/2024 03/31/2026	09/30/2023 09/30/2026	12/31/2027
End of retention period	n/a	n/a	n/a	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	-	(58,785)	-	(131,688)	(19,940)	-	-	-	-	-	-	-
Total number of free shares canceled or lapsed as of 12/31/2023	(20,819)	-	(31,283)	(37,436)	(4,852)	(4,513)	(20,060)	-	(11,500)	(17,573)	(497)	-
Number of free shares outstanding as of 12/31/2023	57,185	62,043	513,124	286,501	46,090	751,969	16,634	57,005	697,546	372,279	32,447	167,000

The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three‑year period (2022‑2024), such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of organic growth and an operating margin compared to a reference group of competitor companies. 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.
The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three‑year period (2022‑2024), such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of organic growth and an operating margin compared to a reference group of competitor companies. A portion of the shares granted are also subject to a market condition based on the TSR comparing that of Publicis with that of the CAC 40, as well as a condition based on a CSR (Corporate Social Responsibility) criterion and a condition related to talent management. 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 and May 2025.
The Sapient 2022 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. April 2023, 2024, 2025 and 2026). 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 2025, will depend on the level of achievement of the objectives for 2022.
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 and/or September 2023 for 30% of the shares granted, in March and/or September 2024 for 30% of the shares granted and in March and/or September 2025 for 40% of the shares granted).
The vesting of shares under the LTIP 2023 is subject to performance criteria measured for 2023, such that the total number of shares delivered will depend 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 competitor companies. Some of the shares awarded 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 achievement of these performance objectives. In addition, the vesting of shares is also subject to a presence condition during the three‑year vesting period, i.e. in March 2026.
The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three‑year period (2023‑2025), such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of organic growth and an operating margin compared to a reference group of competitor companies. Some of the shares awarded 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 achievement of these performance objectives. In addition, the vesting of shares is also subject to a presence condition during the three‑year vesting period, i.e. in March 2026 and May 2026.
The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three‑year period (2023‑2025), such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of organic growth and an operating margin compared to a reference group of competitor companies. A portion of the shares granted are also subject to a market condition based on the TSR comparing that of Publicis with that of the CAC 40, as well as a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of achievement of these performance objectives. In addition, the vesting of shares is also subject to a presence condition during the three‑year vesting period, i.e. in March 2026 and May 2026.
The Sapient 2023 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. April/June 2024, 2025, 2026 and 2027). 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/June 2026, will depend on the level of achievement of the objectives for 2023. The initial grant of shares took place on April 17, 2023 with additional shares granted on June 13, 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 are vested and delivered in tranches for the three years of the plan (i.e. in March and/or September 2024 for 30% of the shares granted, in March and/or September 2025 for 30% of the shares granted and in March and/or September 2026 for 40% of the shares granted).
Five‑year retention plan (2023‑2027) proposed to the Chairman of the Management Board. The shares granted are subject to a presence condition.

Universal Registration Document 2023

3. Governance and Compensation - AFR