Universal Registration Document 2024

Note 32 Publicis Groupe SA stock option and free share plan

Free share and stock option plans for Groupe executives and employees are share-based plans settled with equity instruments.

Presentation of the new free share plans for 2024

During 2024, several free share plans were implemented with the following features:

Long-term incentive plan known as the “LTIP 2024” (March and April 2024)

Under this plan, a certain number of Groupe managers were granted free shares, subject to three conditions:

• a continued presence condition, during the three-year vesting period;
• conditions for achieving the Groupe’s revenue growth and profitability targets for 2024, compared to a reference group including Publicis Groupe and the other three main global communications groups (Omnicom, WPP and IPG);
• conditions based on progress made on the CSR (corporate social responsibility) policy, both in the area of Impact and Equity, and in the area of combating climate change, for which indicative interim points have been set. At the end of 2024, the percentage of women in key positions in the Executive Committees as well as the percentage change in the integration of renewable energies in the Groupe will be assessed against targets set.

The shares eventually awarded in accordance with the level of achievement of these targets will be vested at the end of a three-year period, i.e. in March and/or April 2027, depending on the grant date of the shares.

Long-term incentive plan known as the 2024) “LTIP 2024 Membres du Directoire” (March 2024) and “LTIP 2024 Président du Directoire” (March 2024)

Under the “LTIP 2024 Membres du Directoire” plan, members of the Management Board were granted free shares, subject to three conditions:

• a continued presence condition, during the three-year vesting period;
• conditions for achieving the Groupe’s revenue growth and profitability targets over the entire 2024 to 2026 period, compared to a peer group including Publicis Groupe and the other three main global communications groups (Omnicom, WPP and IPG);
• conditions based on progress made on the CSR (corporate social responsibility) policy, both in the area of Impact and Equity, and in the area of combating climate change, for which indicative interim points have been set. At the end of 2026, the percentage of women in key positions in Executive Committees, as well as the percentage change in the integration of renewable energies in the Groupe will be assessed against targets set.

The shares ultimately awarded in accordance with the level of achievement of these conditions will be vested at the end of a three-year period, i.e. in March 2027.

The LTIP 2024 Président du Directoire plan provides for the same conditions as the LTIP 2024 Membres du Directoire plan, plus a market condition based on the TSR (Total Shareholder Return) comparing that of Publicis Groupe with that of the median of the CAC 40. The plan also provides for the grant of outperformance shares subject to achieving the Groupe’s revenue growth and profitability targets over the entire period 2024 to 2026, compared with the aforementioned reference group, as well as an internal Groupe operating margin target.

Long-term incentive plans known as the “LTI Epsilon March 2024 Plan” and “LTI Epsilon September 2024 Plan” (March and September 2024)

The plans, set up for the exclusive benefit of Publicis Epsilon managers and employees, include three tranches subject to a continued presence condition for 20% and financial performance conditions (revenue and operating margin) for 80% in respect of 2024. The shares will be delivered in March 2025 (30% of the shares), March 2026 (30% of the shares) and March 2027 (40% of the shares) and/or September of the same years (depending on the grant date of the shares) in the same proportions.

Long-term incentive plan known as the “Sapient 2024 LTI Plan” (April and May 2024)

The plan, set up for the exclusive benefit of Publicis Sapient managers and employees, includes three tranches subject to a presence condition for 50% and financial performance conditions (revenue and operating margin) for 50% in respect of 2024. The shares will be delivered in April 2025 (30% of the shares), April 2026 (30% of the shares) and April 2027 (40% of the shares) and/or May of the same years (depending on the grant date of the shares) in the same proportions.