Universal Registration Document 2024

Derogation from the compensation policy

In exceptional circumstances and under conditions pursuant to the law, the Board of Directors may derogate from the compensation policy where this is temporary, in the best interests of the Company and necessary to ensure the Company’s long-term future and viability.

This exemption may only be decided by the Board of Directors after a reasoned opinion from the Compensation Committee and may only relate to variable or exceptional items of the compensation policy.

Changes to the compensation policy

In accordance with the decisions of the Board of Directors, the following modification will be proposed to the General Shareholders’ Meeting of May 27, 2025 compared to the compensation policy previously approved by the shareholders at the last General Shareholders’ Meeting of May 29, 2024:

• the annual compensation package for Board members would be increased from euro 1.5 million to euro 1.7 million in anticipation of the appointment of new Directors and/or the increase in the number of meetings of the Board of Directors and/or Committees following the change in governance;
• It is proposed to simplify, as of financial year 2025, the performance criteria for the annual and long-term variable portion of the Chair and Chief Executive Officer:
  • The annual variable portion would continue to be based on financial (growth and margin) and CSR criteria. The overperformance items will be applied only to the growth and margin criteria, given the good CSR results already achieved.
  • In addition, acknowledging the good results already achieved in CSR matters on the one hand and the existence of specific regulations by country or even region on the other hand, it has been decided to adjust the CSR criteria for the annual variable portion and no longer apply them to LTIP plans. Thus, the long-term variable compensation of the Chair and Chief Executive Officer will be based exclusively on the achievement of financial criteria assessed on a larger reference group, in order to take into account the reorganizations underway in our industry.

The changes are described in Sections 3.2.2.1 and 3.2.3.1 of this document.

3.2.2 Directors’ compensation

3.2.2.1 Compensation policy applicable to Directors

The compensation policy for Directors includes, on the one hand, the elements common to all corporate officers presented in Section 3.2.1, and, on the other hand, the specific elements described below.

The compensation policy for Directors of Publicis Groupe SA aims to reward the expertise and involvement of its members, against the backdrop of their ever-increasing commitment.

Overall amount of compensation

The overall annual amount of compensation allocated to Directors is voted on by the General Shareholders’ Meeting of Publicis Groupe SA.

As a reminder, the General Shareholders’ Meeting of May 29, 2024 validated:

• the application mutadis mutantis of the compensation policy applicable to the members of the Supervisory Board and Directors of Publicis Groupe SA, including the Chairman as a Director;
• the allocation to the Lead Director of an additional fixed portion in the amount of euro 30,000 for his duties;
• no compensation for the Chairman of the Board of Directors for his duties as Chairman, insofar as he combines this position with that of Chief Executive Officer.

As a reminder, the previous overall annual budget for members of the Board of Directors was set at euro 1.5 million by the General Shareholders’ Meeting of May 22, 2022. Following the change in governance and to anticipate the potential appointment of new Directors and/or the increase in the number of meetings of the Board of Directors and/or Committees, the annual budget submitted to the vote of shareholders is proposed to increase from euro 1.5 million to euro 1.7 million. This change in the budget is in line with market practices. The structure of Directors’ compensation would remain unchanged.

Within the overall compensation amount, each Director receives fixed compensation of euro 10,000 per year (increased by euro 7,500 for chairing a Committee and euro 30,000 for the Lead Director) plus euro 6,000 for actual attendance at a meeting of the Board of Directors and the Committee in which he or she participates (increased by 1,500 per meeting for the Chair of a Committee) to take into account the preparatory and monitoring work that he or she is required to do.

Executive sessions are not compensated.