Universal Registration Document 2024

/ Table 10 (AMF nomenclature) History of free share grants (vested and/or unvested plans in 2024)

	Special Retention Plan⁽¹⁾	Sapient Plan 2020⁽²⁾	LTIP 2021 and other specific plans⁽⁴⁾	LTIP 2021 Directoire⁽⁵⁾	Epsilon LTI 2021⁽⁶⁾	Sapient Plan 2021⁽⁷⁾	LTIP 2022 and other specific plans⁽⁸⁾	LTIP 2022 Membres du Directoire⁽⁹⁾	LTIP 2022 Président du Directoire⁽¹⁰⁾
Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM)	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) Special Retention Plan ⁽¹⁾ 05/30/2018	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) Sapient Plan 2020 ⁽²⁾n/a⁽³⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) LTIP 2021 and other specific plans ⁽⁴⁾ 05/30/2018 05/26/2021	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) LTIP 2021 Directoire ⁽⁵⁾ 05/30/2018	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) Epsilon LTI 2021 ⁽⁶⁾n/a⁽³⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) Sapient Plan 2021 ⁽⁷⁾n/a⁽³⁾	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) LTIP 2022 and other specific plans ⁽⁸⁾ 05/26/2021	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) LTIP 2022 Membres du Directoire ⁽⁹⁾ 05/26/2021	Date of authorization by the Extraordinary General Shareholders’ Meeting (EGM) LTIP 2022 Président du Directoire ⁽¹⁰⁾ 05/26/2021
Date of Management Board meeting	Date of Management Board meeting Special Retention Plan ⁽¹⁾ 11/15/2019	Date of Management Board meeting Sapient Plan 2020 ⁽²⁾ 05/19/2020	Date of Management Board meeting LTIP 2021 and other specific plans ⁽⁴⁾ 03/16/2021 09/15/2021	Date of Management Board meeting LTIP 2021 Directoire ⁽⁵⁾ 03/16/2021	Date of Management Board meeting Epsilon LTI 2021 ⁽⁶⁾ 03/16/2021	Date of Management Board meeting Sapient Plan 2021 ⁽⁷⁾ 04/13/2021	Date of Management Board meeting LTIP 2022 and other specific plans ⁽⁸⁾ 03/18/2022 10/17/2022	Date of Management Board meeting LTIP 2022 Membres du Directoire ⁽⁹⁾ 03/18/2022	Date of Management Board meeting LTIP 2022 Président du Directoire ⁽¹⁰⁾ 03/18/2022 05/25/2022
Total number of free shares awarded	Total number of free shares awarded Special Retention Plan ⁽¹⁾ 765,110	Total number of free shares awarded Sapient Plan 2020 ⁽²⁾ 585,503	Total number of free shares awarded LTIP 2021 and other specific plans ⁽⁴⁾ 590,391	Total number of free shares awarded LTIP 2021 Directoire ⁽⁵⁾ 151,577	Total number of free shares awarded Epsilon LTI 2021 ⁽⁶⁾ 632,348	Total number of free shares awarded Sapient Plan 2021 ⁽⁷⁾ 604,474	Total number of free shares awarded LTIP 2022 and other specific plans ⁽⁸⁾ 638,279	Total number of free shares awarded LTIP 2022 Membres du Directoire ⁽⁹⁾ 78,004	Total number of free shares awarded LTIP 2022 Président du Directoire ⁽¹⁰⁾ 62,043
Total number of free shares awarded to corporate officers	Total number of free shares awarded to corporate officers Special Retention Plan ⁽¹⁾ –	Total number of free shares awarded to corporate officers Sapient Plan 2020 ⁽²⁾ –	Total number of free shares awarded to corporate officers LTIP 2021 and other specific plans ⁽⁴⁾ –	Total number of free shares awarded to corporate officers LTIP 2021 Directoire ⁽⁵⁾ 151,577	Total number of free shares awarded to corporate officers Epsilon LTI 2021 ⁽⁶⁾ –	Total number of free shares awarded to corporate officers Sapient Plan 2021 ⁽⁷⁾ –	Total number of free shares awarded to corporate officers LTIP 2022 and other specific plans ⁽⁸⁾ –	Total number of free shares awarded to corporate officers LTIP 2022 Membres du Directoire ⁽⁹⁾ 78,004	Total number of free shares awarded to corporate officers LTIP 2022 Président du Directoire ⁽¹⁰⁾ 62,043
Arthur Sadoun	Arthur Sadoun Special Retention Plan ⁽¹⁾ –	Arthur Sadoun Sapient Plan 2020 ⁽²⁾ –	Arthur Sadoun LTIP 2021 and other specific plans ⁽⁴⁾ –	Arthur Sadoun LTIP 2021 Directoire ⁽⁵⁾ 61,237	Arthur Sadoun Epsilon LTI 2021 ⁽⁶⁾ –	Arthur Sadoun Sapient Plan 2021 ⁽⁷⁾ –	Arthur Sadoun LTIP 2022 and other specific plans ⁽⁸⁾ –	Arthur Sadoun LTIP 2022 Membres du Directoire ⁽⁹⁾ –	Arthur Sadoun LTIP 2022 Président du Directoire ⁽¹⁰⁾ 62,043
Anne-Gabrielle Heilbronner	Anne-Gabrielle Heilbronner Special Retention Plan ⁽¹⁾ –	Anne-Gabrielle Heilbronner Sapient Plan 2020 ⁽²⁾ –	Anne-Gabrielle Heilbronner LTIP 2021 and other specific plans ⁽⁴⁾ –	Anne-Gabrielle Heilbronner LTIP 2021 Directoire ⁽⁵⁾ 24,495	Anne-Gabrielle Heilbronner Epsilon LTI 2021 ⁽⁶⁾ –	Anne-Gabrielle Heilbronner Sapient Plan 2021 ⁽⁷⁾ –	Anne-Gabrielle Heilbronner LTIP 2022 and other specific plans ⁽⁸⁾ –	Anne-Gabrielle Heilbronner LTIP 2022 Membres du Directoire ⁽⁹⁾ 20,819	Anne-Gabrielle Heilbronner LTIP 2022 Président du Directoire ⁽¹⁰⁾ –
Steve King	Steve King Special Retention Plan ⁽¹⁾ –	Steve King Sapient Plan 2020 ⁽²⁾ –	Steve King LTIP 2021 and other specific plans ⁽⁴⁾ –	Steve King LTIP 2021 Directoire ⁽⁵⁾ 41,350	Steve King Epsilon LTI 2021 ⁽⁶⁾ –	Steve King Sapient Plan 2021 ⁽⁷⁾ –	Steve King LTIP 2022 and other specific plans ⁽⁸⁾ –	Steve King LTIP 2022 Membres du Directoire ⁽⁹⁾ 36,366	Steve King LTIP 2022 Président du Directoire ⁽¹⁰⁾ –
Michel-Alain Proch	Michel-Alain Proch Special Retention Plan ⁽¹⁾ –	Michel-Alain Proch Sapient Plan 2020 ⁽²⁾ –	Michel-Alain Proch LTIP 2021 and other specific plans ⁽⁴⁾ –	Michel-Alain Proch LTIP 2021 Directoire ⁽⁵⁾ 24,495	Michel-Alain Proch Epsilon LTI 2021 ⁽⁶⁾ –	Michel-Alain Proch Sapient Plan 2021 ⁽⁷⁾ –	Michel-Alain Proch LTIP 2022 and other specific plans ⁽⁸⁾ –	Michel-Alain Proch LTIP 2022 Membres du Directoire ⁽⁹⁾ 20,819	Michel-Alain Proch LTIP 2022 Président du Directoire ⁽¹⁰⁾ –
Loris Nold	Loris Nold Special Retention Plan ⁽¹⁾ –	Loris Nold Sapient Plan 2020 ⁽²⁾ –	Loris Nold LTIP 2021 and other specific plans ⁽⁴⁾ –	Loris Nold LTIP 2021 Directoire ⁽⁵⁾ –	Loris Nold Epsilon LTI 2021 ⁽⁶⁾ –	Loris Nold Sapient Plan 2021 ⁽⁷⁾ –	Loris Nold LTIP 2022 and other specific plans ⁽⁸⁾ –	Loris Nold LTIP 2022 Membres du Directoire ⁽⁹⁾ –	Loris Nold LTIP 2022 Président du Directoire ⁽¹⁰⁾ –
Vesting date of shares	Vesting date of shares Special Retention Plan ⁽¹⁾ 03/16/2024	Vesting date of shares Sapient Plan 2020 ⁽²⁾ 05/19/2021 05/19/2024	Vesting date of shares LTIP 2021 and other specific plans ⁽⁴⁾ 03/16/2024 09/15/2024	Vesting date of shares LTIP 2021 Directoire ⁽⁵⁾ 03/16/2024	Vesting date of shares Epsilon LTI 2021 ⁽⁶⁾ 03/31/2022 03/31/2024	Vesting date of shares Sapient Plan 2021 ⁽⁷⁾ 04/13/2022 04/13/2025	Vesting date of shares LTIP 2022 and other specific plans ⁽⁸⁾ 03/18/2025	Vesting date of shares LTIP 2022 Membres du Directoire ⁽⁹⁾ 03/18/2025	Vesting date of shares LTIP 2022 Président du Directoire ⁽¹⁰⁾ 03/18/2025 05/25/2025
End of retention period	End of retention period Special Retention Plan ⁽¹⁾ n/a	End of retention period Sapient Plan 2020 ⁽²⁾ n/a	End of retention period LTIP 2021 and other specific plans ⁽⁴⁾ n/a	End of retention period LTIP 2021 Directoire ⁽⁵⁾ n/a	End of retention period Epsilon LTI 2021 ⁽⁶⁾ n/a	End of retention period Sapient Plan 2021 ⁽⁷⁾ n/a	End of retention period LTIP 2022 and other specific plans ⁽⁸⁾ n/a	End of retention period LTIP 2022 Membres du Directoire ⁽⁹⁾ n/a	End of retention period LTIP 2022 Président du Directoire ⁽¹⁰⁾ n/a
Total number of shares actually awarded as of 12/31/2024	Total number of shares actually awarded as of 12/31/2024 Special Retention Plan ⁽¹⁾ (152,519)	Total number of shares actually awarded as of 12/31/2024 Sapient Plan 2020 ⁽²⁾ (455,519)	Total number of shares actually awarded as of 12/31/2024 LTIP 2021 and other specific plans ⁽⁴⁾ (406,022)	Total number of shares actually awarded as of 12/31/2024 LTIP 2021 Directoire ⁽⁵⁾ (127,082)	Total number of shares actually awarded as of 12/31/2024 Epsilon LTI 2021 ⁽⁶⁾ (555,761)	Total number of shares actually awarded as of 12/31/2024 Sapient Plan 2021 ⁽⁷⁾ (463,195)	Total number of shares actually awarded as of 12/31/2024 LTIP 2022 and other specific plans ⁽⁸⁾ –	Total number of shares actually awarded as of 12/31/2024 LTIP 2022 Membres du Directoire ⁽⁹⁾ –	Total number of shares actually awarded as of 12/31/2024 LTIP 2022 Président du Directoire ⁽¹⁰⁾ –
Total number of free shares canceled or lapsed as of 12/31/2024	Total number of free shares canceled or lapsed as of 12/31/2024 Special Retention Plan ⁽¹⁾ (475,701)	Total number of free shares canceled or lapsed as of 12/31/2024 Sapient Plan 2020 ⁽²⁾ (129,984)	Total number of free shares canceled or lapsed as of 12/31/2024 LTIP 2021 and other specific plans ⁽⁴⁾ (184,369)	Total number of free shares canceled or lapsed as of 12/31/2024 LTIP 2021 Directoire ⁽⁵⁾ (24,495)	Total number of free shares canceled or lapsed as of 12/31/2024 Epsilon LTI 2021 ⁽⁶⁾ (76,587)	Total number of free shares canceled or lapsed as of 12/31/2024 Sapient Plan 2021 ⁽⁷⁾ (91,111)	Total number of free shares canceled or lapsed as of 12/31/2024 LTIP 2022 and other specific plans ⁽⁸⁾ (97,232)	Total number of free shares canceled or lapsed as of 12/31/2024 LTIP 2022 Membres du Directoire ⁽⁹⁾ (20,819)	Total number of free shares canceled or lapsed as of 12/31/2024 LTIP 2022 Président du Directoire ⁽¹⁰⁾ –
Number of free shares outstanding as of 12/31/2024	Number of free shares outstanding as of 12/31/2024 Special Retention Plan ⁽¹⁾ 136,890	Number of free shares outstanding as of 12/31/2024 Sapient Plan 2020 ⁽²⁾ –	Number of free shares outstanding as of 12/31/2024 LTIP 2021 and other specific plans ⁽⁴⁾ –	Number of free shares outstanding as of 12/31/2024 LTIP 2021 Directoire ⁽⁵⁾ –	Number of free shares outstanding as of 12/31/2024 Epsilon LTI 2021 ⁽⁶⁾ –	Number of free shares outstanding as of 12/31/2024 Sapient Plan 2021 ⁽⁷⁾ 50,168	Number of free shares outstanding as of 12/31/2024 LTIP 2022 and other specific plans ⁽⁸⁾ 541,047	Number of free shares outstanding as of 12/31/2024 LTIP 2022 Membres du Directoire ⁽⁹⁾ 57,185	Number of free shares outstanding as of 12/31/2024 LTIP 2022 Président du Directoire ⁽¹⁰⁾ 62,043

Retention plan offered to ten Groupe top executives. The shares were subject to individualized performance conditions for 2020 to 2022. The cancellation of the Special Retention Plan was presented to the Management Board on December 16, 2020. The awards of the Special Retention Plan will be replaced by new LTIPs from 2021. The shares in the second tranche correspond to those allocated under the new LTIP 2021 plan, and the shares of the third tranche of awards made under the LTIP 2022. The initial vesting date (03/31/2023) has been extended and aligned with those of the LTIP 2021 and LTIP 2022.
The Sapient Plan 2020 consisted of two different plans. One plan was subject only to a presence condition and gave rise to the delivery of one-quarter of the shares awarded on the dates of the first four anniversaries of the plan (i.e. in May 2021, 2022, 2023 and 2024). The second plan was subject to, in addition to the presence condition, performance conditions based on Publicis Sapient’s operating margin and revenue growth budgets, such that the total number of shares delivered depended on the level of achievement of objectives for the years 2020, 2021 and 2022. The shares ultimately awarded based on the achievement of these performance targets were delivered at the end of a three-year period, i.e. in May 2023.
Grants made outside the provisions of the French Commercial Code (“non-qualified” plans).
Excluding beneficiaries of the Special Retention Plan for whom the shares remain presented in the initial plan. The vesting of shares under the LTIP 2021 was subject to performance criteria measured for 2021, such that the total number of shares delivered depended on the level of achievement of financial performance targets, i.e. the achievement of an organic growth rate and an operating margin rate compared to a reference group of competitor companies. Some of the shares awarded were also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded has been determined in accordance with the level of achievement of these performance objectives. In addition, the vesting of shares was also subject to a presence condition during the three-year vesting period, i.e. in March 2024 (September 2024 for the individual specific plan).
The vesting of Publicis Groupe shares under this plan was subject to performance criteria measured following a three-year period (2021-2023), such that the total number of shares delivered depended on the level of achievement of financial performance targets, i.e. the achievement of an organic growth rate and an operating margin rate compared to a reference group of competitors. Some of the shares awarded were also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded has been determined in accordance with the level of achievement of these performance objectives. In addition, the vesting of shares was also subject to a presence condition during the three-year vesting period, i.e. in March 2024.
The shares granted are subject to a presence condition for 20% and a performance condition for 80% (based on the annual operating margin and net revenue budgets of the Epsilon entities). The shares are vested and delivered in tranches for the three years of the plan (i.e. in March 2022 for 30% of the shares granted, in March 2023 for 30% of the shares granted and in March 2024 for 40% of the shares granted).
The Sapient 2021 Plan consists of two separate plans. One plan is subject to only a presence condition, and gives rise to the delivery of one-quarter of the shares allocated on the anniversary dates of the first four years of the plan (i.e. April 2022, 2023, 2024 and 2025). The second plan is subject, in addition to a presence condition, to performance conditions based on Publicis Sapient’s annual operating margin and revenue growth budgets, such that the total number of shares delivered after a three-year period, in April 2024, depended on the level of achievement of the objectives for 2021.
Excluding beneficiaries of the Special Retention Plan for whom the shares remain presented in the initial plan. The vesting of shares under the LTIP 2022 is subject to performance criteria measured for 2022, such that the total number of shares delivered will depend on the level of achievement of financial performance targets, i.e. the achievement of an organic growth rate and an operating margin rate compared to a reference group of competitor companies. Some of the shares awarded are also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of achievement of these performance objectives. In addition, the vesting of shares is also subject to a presence condition during the three-year vesting period, i.e. in March 2025.
The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three-year period (2022-2024), such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of organic growth and an operating margin compared to a reference group of competitor companies. Some of the shares awarded are also subject to a condition based on a CSR (Corporate Social Responsibility) criterion. The number of shares actually awarded is determined in accordance with the level of achievement of these performance objectives. In addition, the vesting of shares is also subject to a presence condition during the three-year vesting period, i.e. in March 2025.
The vesting of Publicis Groupe shares under this plan is subject to performance criteria that are measured following a three-year period (2022-2024), such that the total number of shares delivered will depend on the level of achievement of financial performance objectives, namely achieving a certain rate of organic growth and an operating margin compared to a reference group of competitor companies. A portion of the shares granted are also subject to a market condition based on the TSR comparing that of Publicis with that of the CAC 40, as well as a condition based on a CSR (Corporate Social Responsibility) criterion and a condition related to talent management. The number of shares actually awarded is determined in accordance with the level of achievement of these performance objectives. In addition, the vesting of shares is also subject to a presence condition during the three-year vesting period, i.e. in March 2025 and May 2025.

Universal Registration Document 2024

Glossary

/ Table 10 (AMF nomenclature) History of free share grants (vested and/or unvested plans in 2024)