Mr. Arthur Sadoun benefits from the coverage applicable to executives at his level under the French system.
Mr. Arthur Sadoun does not currently benefit from a supplementary pension plan.
The Chair and Chief Executive Officer cannot have an employment contract with the Company.
Mr. Arthur Sadoun’s employment contract with Publicis Conseil dated December 5, 2006 was terminated when he was appointed Chairman of the Management Board in 2017.
In the event of a forced departure or due to a change in control or strategy and except in the event of serious or gross misconduct, Mr. Arthur Sadoun will be entitled to a severance payment.
The amount of the payment would be equal to one year of total gross compensation (fixed and variable portions paid) calculated using the average of the last 24 months of compensation.
He would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to him, and to retain pro rata temporis the right to performance shares already granted to him, subject to the performance conditions set out in the regulations for the plan in question being satisfied (pursuant to the Supervisory Board decision of November 25, 2020).
In addition, this payment will be subject to a performance condition: the amount of the severance payment will only be payable in full if the average annual amount of the variable compensation vested by Mr. Arthur Sadoun for the three years preceding the termination is at least equal to 75% of his “target variable compensation.” If the average annual amount is less than 25% of the “target variable compensation,” no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation,” payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.
The severance payment may only be paid after the determination by the Board of Directors that the performance conditions had been achieved, assessed on the termination date of his position as Chair and Chief Executive Officer.
In the event of a forced departure or a change in control or strategy, Mr. Arthur Sadoun will not be subject to a non-compete or non-solicitation obligation.
For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the General Shareholders’ Meeting of May 29, 2019 in its fifth resolution, for commitments formerly subject to the procedures on related-party agreements.
The Chair and Chief Executive Officer may be subject to a non-compete obligation in return for financial consideration.
It was thus decided to subject Mr. Arthur Sadoun, in the event of his resignation, to a non-compete agreement and an agreement not to solicit personnel during the two years following the termination of his position as Chair and Chief Executive Officer of Publicis Groupe SA.
In return for compliance with this non-compete commitment, Mr. Arthur Sadoun will receive a payment (payable monthly in advance), the amount of which will be equal to two years of total gross compensation (fixed part and target variable part) calculated on the average of the last 24 months of compensation.
The Board of Directors may waive this clause.
Mr. Arthur Sadoun will not be subject to a non-compete obligation in the event of a forced departure. Thus, in any event, Mr. Arthur Sadoun may not receive both a severance payment and a non-compete indemnity.
It is also recalled that, pursuant to article R. 22-10-14, III of the French Commercial Code, the payment of this indemnity is excluded if Mr. Arthur Sadoun retires and claims his pension rights.
In its twenty-first resolution, the General Shareholders’ Meeting of May 31, 2017 approved this non-compete indemnity in respect of the commitments subject to the related-party agreements procedure.
It should be noted that the compensation policy for Mr. Arthur Sadoun as Chairman of the Management Board until May 29, 2024, then Chair and Chief Executive Officer as of that date, as well as the items paid or granted in 2023 to him, were approved by 87.39%, 89.57% and 78.82% of the votes at the General Shareholders’ Meeting of May 29, 2024 (thirteenth, forty-first and eighth resolutions) pursuant to, respectively, articles L. 22-10-26 II, L. 22-10-08 II and L. 22-10-34 II of the French Commercial Code(ex-ante andex-post votes).
The compensation policy of the Chair and Chief Executive Officer in respect of the 2025 financial year will be subject to approval by the General Shareholders’ Meeting of May 27, 2025 in its fifteenth resolution, pursuant to article L. 22-10-08 II of the French Commercial Code.
