The breakdown of share capital as of December 31, 2024, on the basis of full dilution resulting from financial instruments issued by the Company, is the following:
| As of December 31, 2024 | Shares held | % | Voting rights | % |
|---|---|---|---|---|
| The Capital Group Companies(1) | The Capital Group Companies (1)Shares held 38,153,960 |
The Capital Group Companies (1)% 14.76% |
The Capital Group Companies (1)Voting rights 38,153,960 |
The Capital Group Companies (1)% 13.66% |
| Élisabeth Badinter and family companies | Élisabeth Badinter and family companies Shares held 16,700,967 |
Élisabeth Badinter and family companies % 6.46% |
Élisabeth Badinter and family companies Voting rights 33,401,934 |
Élisabeth Badinter and family companies % 11.96% |
| BlackRock | BlackRock Shares held 13,766,353 |
BlackRock % 5.33% |
BlackRock Voting rights 13,766,353 |
BlackRock % 4.93% |
| Treasury shares | Treasury shares Shares held 3,572,113 |
Treasury shares % 1.38% |
Treasury shares Voting rights – |
Treasury shares % –% |
| Public (registered and bearer shares) | Public (registered and bearer shares) Shares held 182,118,467 |
Public (registered and bearer shares) % 70.45% |
Public (registered and bearer shares) Voting rights 189,761,079 |
Public (registered and bearer shares) % 67.95% |
| Free shares still to be delivered(2) | Free shares still to be delivered (2)Shares held 4,201,184 |
Free shares still to be delivered (2)% 1.62% |
Free shares still to be delivered (2)Voting rights 4,201,184 |
Free shares still to be delivered (2)% 1.50% |
| Total | Total Shares held 258,513,044 |
Total % 100.00% |
Total Voting rights 279,284,510 |
Total % 100.00% |
A shareholder holding 1% of Publicis Groupe SA’s share capital as of December 31, 2024 would hold 0.98% of Publicis Groupe SA’s share capital on that date, in the event of the exercise or conversion of rights attached to equity securities convertible to equity (free shares awarded but not yet delivered).
As of December 31, 2024, registered shares were not pledged.
Employees’ interests in the share capital through the Company savings plans, and according to the definition of article L. 225-102 of the French Commercial Code, as of December 31, 2024, were not significant.
It should be noted that the Publicis Groupe FCPE (mutual fund) held 417,911 Publicis Groupe shares as of December 31, 2024. As a result, Publicis Groupe employees owned 0.16% of the share capital via the FCPE at that date.
As of December 31, 2024, there were no stock options remaining to be exercised by beneficiaries.
In 2024, the Groupe set up free share plans for certain key employees of the Groupe, the “LTIP 2024,” the “LTIP 2024 Membres du Directoire,” a specific plan for the Chairman of the Management Board to which was added a “2024 Publicis Sapient LTI plan,” and a “March 2024 Epsilon LTI plan” and “September 2024 Epsilon LTI plan.”
The “LTIP 2024” plan, the “LTIP 2024 Membres du Directoire” and the “LTIP Président du Directoire” plans granted 672,689 free shares (including 68,009 free shares to the Chairman and members of the Management Board) to certain key Groupe employees and executives in March and April 2024, under three conditions. First of all, the shares are subject to a presence condition during the three-year vesting period. In addition, the shares are subject to conditions for achieving the Groupe’s revenue growth and profitability targets for 2024 (with respect to the 2024-2026 period for the members of the Management Board), compared to a reference group including Publicis Groupe and the other three main global communications groups (Omnicom, WPP and IPG). Lastly, the shares are subject to conditions based on the progress of the CSR (Corporate Social Responsibility) policy on Impact & Equity and on the fight against climate change, for which indicative checkpoints were established at the end of 2024 (at the end of 2026 for the members of the Management Board). In addition to these conditions, the shares granted to Mr. Arthur Sadoun, then the Chairman of the Management Board, are subject to a market condition based on the TSR (Total Shareholder Return), comparing that of Publicis Groupe to the median of the CAC 40. The plan also provides for the allocation of outperformance shares, subject to criteria for achieving the Groupe’s revenue growth and profitability targets for the entire period 2024 to 2026, compared to the previously mentioned peer group, as well as an internal Groupe operating margin target. These shares will be deliverable at the end of a three-year period, in March or April 2027, depending on the grant date of the shares.
The “2024 Publicis Sapient LTI plan” includes three tranches subject to a continued presence condition for 50% and financial performance conditions (revenue and operational margin) for 50% in respect of 2024. They are deliverable in April 2025 (30% of shares), April 2026 (30% of shares), April 2027 (40% of shares) and/or in May of the same years (depending on the grant date of the shares), in the same proportions. This plan was launched in April 2024, with an addition in May, and granted 514,720 free shares to certain key Publicis Sapient executives and employees.
