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 therefore be asked to approve the items of compensation paid or awarded in respect of the 2024 financial year to Mr. Loris Nold, member of the Management Board from February 8, 2024 until May 29, 2024, as described below. These items comply with the compensation policy established for Mr. Loris Nold in respect of the 2024 financial year presented in Sections 3.3.1.4 and 3.3.1.8 of the Publicis Groupe SA 2023 Universal Registration Document, as approved by the General Shareholders’ Meeting of May 29, 2024 in its fourteenth resolution.
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 benefits of any kind paid during the past financial year or awarded in respect of the same financial year to Mr. Loris Nold, member of the Management Board from February 8, 2024 until May 29, 2024, are subject to the approval of the General Shareholders’ Meeting of May 27, 2025 in its twelfth resolution pursuant to article L. 22-10-34, II of the French Commercial Code.
| Items of compensation subject to approval | Amounts paid during the financial year from February 8 to May 29, 2024 (in €) | Amounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) | Presentation |
|---|---|---|---|
| Fixed compensation | Fixed compensation Amounts paid during the financial year from February 8 to May 29, 2024 (in €) 212,870 (1) |
Fixed compensation Amounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) 212,870 (1) |
Fixed compensation Presentation Proportion of fixed compensation (compared to the compensation paid): not applicable |
| Annual variable compensation(1) | Annual variable compensation(1) Amounts paid during the financial year from February 8 to May 29, 2024 (in €) – |
Annual variable compensation(1) Amounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) 380,824 |
Annual variable compensation(1) Presentation Proportion of variable compensation (compared to the compensation paid): not applicableAnnual variable compensation to be paid in 2025 for the 2024 financial year: 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 in the 2024 financial year, the Board of Directors set the variable compensation of Mr. Loris Nold in respect of his corporate office at euro 380, 824 gross, the payment of which will be submitted to the General Shareholders’ Meeting of May 27, 2025 in its twelfth 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 compensation Amounts paid during the financial year from February 8 to May 29, 2024 (in €) – |
Multi-year variable compensation Amounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) – |
Multi-year variable compensation Presentationnot applicable |
| Exceptional compensation | Exceptional compensationAmounts paid during the financial year from February 8 to May 29, 2024 (in €) – |
Exceptional compensationAmounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) – |
Exceptional compensationPresentationnot 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 during the financial year from February 8 to May 29, 2024 (in €)-(1) | Stock options, performance shares or any other long-term benefit (warrants, etc.) Amounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) 1,253,439 |
Stock options, performance shares or any other long-term benefit (warrants, etc.) Presentation Mr. Loris Nold was granted 14,221 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). |
| Other benefits | Other benefits Amounts paid during the financial year from February 8 to May 29, 2024 (in €) 1,478 |
Other benefits Amounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) 1,478 |
Other benefits Presentation This amount corresponds to Publicis Groupe contributions in 2024 for unemployment insurance and the use of a company car. |
| Indemnities when taking or leaving a function | Indemnities when taking or leaving a functionAmounts paid during the financial year from February 8 to May 29, 2024 (in €) – |
Indemnities when taking or leaving a functionAmounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) – |
Indemnities when taking or leaving a functionPresentation
No sum was awarded with respect to the past financial year. |
| Non-compete agreement | Non-compete agreement Amounts paid during the financial year from February 8 to May 29, 2024 (in €) – |
Non-compete agreement Amounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) – |
Non-compete agreement Presentation
No sum was awarded with respect to the past financial year. |
| Collective pension plan | Collective pension planAmounts paid during the financial year from February 8 to May 29, 2024 (in €) 1,128 |
Collective pension planAmounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) 1,128 |
Collective pension planPresentation
This is the employer’s contribution to the PERCO. |
| Collective health and welfare insurance plans | Collective health and welfare insurance plansAmounts paid during the financial year from February 8 to May 29, 2024 (in €) 1,358 |
Collective health and welfare insurance plansAmounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) 1,358 |
Collective health and welfare insurance plansPresentation
This is the employer’s contribution to the collective health and welfare insurance plans. |
| Compensation by the Company within the scope of consolidation as per article L. 233-16 of the French Commercial Code | Compensation by the Company within the scope of consolidation as per article L. 233-16 of the French Commercial CodeAmounts paid during the financial year from February 8 to May 29, 2024 (in €) – |
Compensation by the Company within the scope of consolidation as per article L. 233-16 of the French Commercial CodeAmounts allocated for the financial year from February 8 to May 29, 2024 or accounting valuation (in €) – |
Compensation by the Company within the scope of consolidation as per article L. 233-16 of the French Commercial CodePresentation
Mr. Loris Nold has an employment contract with one of the Groupe’s subsidiaries. Mr. Loris Nold holds other offices within Groupe subsidiaries. Compensation for offices in Groupe companies is excluded by Janus, the Publicis Groupe Code of Conduct and Ethics. Mr. Loris Nold did not receive any compensation other than that described in this document. |
