The breakdown of share capital as of December 31, 2023, on the basis of full dilution resulting from financial instruments issued by the Company, is the following:
| As of December 31, 2023 | Shares held | % | Voting rights | % |
|---|---|---|---|---|
| Élisabeth Badinter and family companies | Élisabeth Badinter and family companies Shares held 16,700,967 |
Élisabeth Badinter and family companies % 6.44% |
Élisabeth Badinter and family companies Voting rights 33,401,934 |
Élisabeth Badinter and family companies % 11.90% |
| The Capital Group Companies (1) | The Capital Group Companies (1)Shares held 38,190,668 |
The Capital Group Companies (1)% 14.72% |
The Capital Group Companies (1)Voting rights 38,190,668 |
The Capital Group Companies (1)% 13.60% |
| Treasury shares | Treasury shares Shares held 3,737,367 |
Treasury shares % 1.44% |
Treasury shares Voting rights not-included |
Treasury shares % not-included |
| Public (registered and bearer shares) | Public (registered and bearer shares) Shares held 195,682,858 |
Public (registered and bearer shares) % 75.42% |
Public (registered and bearer shares) Voting rights 204,090,376 |
Public (registered and bearer shares) % 72.67% |
| Free shares still to be delivered (2) | Free shares still to be delivered (2)Shares held 5,151,357 |
Free shares still to be delivered (2)% 1.99% |
Free shares still to be delivered (2)Voting rights 5,151,357 |
Free shares still to be delivered (2)% 1.83% |
| Total | Total Shares held 259,463,217 |
Total % 100.00% |
Total Voting rights 280,834,335 |
Total % 100.00% |
A shareholder holding 1% of Publicis Groupe SA’s share capital as of December 31, 2023 would hold 0.98% of Publicis Groupe SA’s share capital on that date, in the event of the exercise or conversion of rights attached to equity securities convertible to equity (free shares awarded but not yet delivered).
There is no indirect self‑control of the Company.
As of December 31, 2023, 30,000 registered shares managed by the Company, and 40 registered shares administered by others, were pledged, representing a total of 30,040 pledged shares.
No major asset held by Groupe companies was subject to a pledge.
Employees’ interests in the share capital through the Company savings plans, and according to the definition of article L.225‑102 of the French Commercial Code, as of December 31, 2023, were not significant.
It should be noted that the Publicis Groupe FCPE (mutual fund) held 353,899 Publicis Groupe shares as of December 31, 2023. As a result, Publicis Groupe employees owned 0.14% of the share capital via the FCPE at that date.
As of December 31, 2023, there were no stock options remaining to be exercised by beneficiaries.
In 2023, the Groupe set up a long‑term incentive plan for certain key employees of the Groupe, the “LTIP 2023,” which also includes the members of the Management Board, a specific plan for the Chairman of the Management Board plus a retention contract, as well as a “Sapient 2023 plan,” and a “Epsilon LTI 2023."
In March and May 2023, the “LTIP 2023" plan granted 850,181 free shares (including 93,699 free shares to members of the Management Board) to a certain number of key Groupe employees and executives under three conditions. First of all, the shares are subject to a presence condition during the three‑year vesting period. In addition, the shares are subject to the conditions for achieving the Groupe’s revenue growth and profitability targets for 2023 (for the 2023‑2025 period for the members of the Management Board). Lastly, the shares are subject to conditions based on the progress of the CSR (Corporate Social Responsibility) policy on Diversity, Equality and Inclusion and on the fight against climate change, for which indicative checkpoints were defined at the end of 2023 (at the end of 2025 for the members of the Management Board). In addition to these conditions, the shares allocated to the Chairman of the Management Board are subject to a market condition based on the TSR (Total Shareholder Return), comparing that of Publicis Groupe to that of the CAC 40. Performance shares were also granted to the Chair of the Management Board, who also benefited from the implementation of a retention contract in May 2023 granting him 167,000 shares.
To facilitate the integration of Sapient and its subsidiaries into the Publicis Groupe, the Management Board created a specific long‑term incentive plan. The “Publicis Sapient 2023 Stock Incentive Plan” is divided into two tranches of different durations. The first tranche is subject only to a presence condition, and gives rise to the delivery of one‑quarter of the shares awarded on the anniversary dates of the first four years of the plan. The second tranche is subject to performance condition, in addition to a presence condition; delivery takes place at the end of a three‑year period. This plan was launched in April 2023, with an addition in June, and awarded 709,046 free shares to a number of Publicis Sapient executives and key employees.
