Pursuant to article L. 22-10-34, II of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year by means of a separate resolution for each member of the Management Board
The General Shareholders’ Meeting of May 27, 2025 will thus be asked to vote on the items of compensation paid or awarded in respect of the 2024 financial year to Mrs. Anne-Gabrielle Heilbronner, member of the Management Board until May 29, 2024, as set out below. These items comply with the compensation policy for members of the Management Board for the 2024 financial year presented in Sections 3.3.1.4 and 3.3.1.6 of the Publicis Groupe SA 2023 Universal Registration Document, as approved by the
General Shareholders’ Meeting of May 29, 2024 in its fourteenth resolution. Given the strong approval of items of compensation at the previous General Shareholders’ Meeting, the items of compensation paid or awarded in respect of the 2024 financial year are in line with those paid or awarded in respect of the 2023 financial year.
It should be noted that the variable or extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting in accordance with the provisions of article L. 22-10-34, II, second paragraph, of the French Commercial Code.
The items comprising the total compensation and the benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Mrs. Anne-Gabrielle Heilbronner, member of the Management Board until May 29, 2024, are subject to the approval of the General Shareholders’ Meeting of May 27, 2025 in its eleventh resolution, pursuant to article L. 22-10-34, II of the French Commercial Code.
| Items of compensation subject to approval | Amounts paid in respect of the pas financial year until May 29, 2024 (in €) | Amounts awarded in respect of the past financial year until May 29, 2024 or accounting valuation (in €) | Presentation |
|---|---|---|---|
| Fixed compensation | Fixed compensationAmounts paid in respect of the pas financial year until May 29, 2024 (in €)244,920(1) |
Fixed compensationAmounts awarded in respect of the past financial year until May 29, 2024or accounting valuation (in €)244,920(1) |
Fixed compensation Presentation Proportion of fixed compensation (compared to the compensation paid): 48.54% |
| Annual variable compensation | Annual variable compensation Amounts paid in respect of the pas financial year until May 29, 2024 (in €)636,000 |
Annual variable compensation Amounts awarded in respect of the past financial year until May 29, 2024or accounting valuation (in €)259,616(1) |
Annual variable compensation Presentation Proportion of variable compensation (compared to the compensation paid): 51.46% Variable compensation to pay in 2025 with respect to 2024: after reviewing the performance achieved for each of the criteria indicated below and pursuant to the compensation policy adopted by the previous General Shareholders’ Meeting during the 2024 financial year, the Board of Directors set the variable compensation of Mrs. Anne-Gabrielle Heilbronner for her corporate office at euro 259,616 gross, the payment of which will be subject to the approval of the General Shareholders’ Meeting of May 27, 2025 in its eleventh resolution, pursuant to article L. 22-10-34, II of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below. |
| Multi-year variable compensation | Multi-year variable compensationAmounts paid in respect of the pas financial year until May 29, 2024 (in €)– |
Multi-year variable compensationAmounts awarded in respect of the past financial year until May 29, 2024or accounting valuation (in €)– |
Multi-year variable compensation Presentation not applicable |
| Exceptional compensation | Exceptional compensationAmounts paid in respect of the pas financial year until May 29, 2024 (in €)– |
Exceptional compensationAmounts awarded in respect of the past financial year until May 29, 2024or accounting valuation (in €)– |
Exceptional compensation Presentation not applicable |
| Stock options, performance shares or any other long-term benefit (warrants, etc.) | Stock options, performance shares or any other long-term benefit (warrants, etc.) Amounts paid in respect of the pas financial year until May 29, 2024 (in €)2,414,717 |
Stock options, performance shares or any other long-term benefit (warrants, etc.) Amounts awarded in respect of the past financial year until May 29, 2024or accounting valuation (in €)1,074,427 |
Stock options, performance shares or any other long-term benefit (warrants, etc.) Presentation In 2024, Mrs. Anne-Gabrielle Heilbronner acquired 24,495 shares under the LTIP 2021 Directoire plan. The amount paid in 2024 corresponds to the realized vesting gain. Mrs. Anne-Gabrielle Heilbronner also was granted 12,190 shares in 2024 under the LTIP 2024 Membres du Directoire plan. The amount granted in 2024 corresponds to their valuation in the consolidated financial statements(2). |
