In accordance with the decisions of the Board of Directors, the following modification will be proposed to the General Shareholders’ Meeting of May 27, 2026 compared to the compensation policy previously approved by the shareholders at the last General Shareholders’ Meeting of May 27, 2025:
The changes are described in Sections 3.2.2.1 and 3.2.3.1 of this document.
The compensation policy for Directors includes, on the one hand, the elements common to all corporate officers presented in Section 3.2.1, and, on the other hand, the specific elements described hereinafter.
The compensation policy for Directors of Publicis Groupe SA aims to reward the expertise and involvement of its members, against the backdrop of their ever-increasing commitment.
The overall annual amount of compensation allocated to Directors is voted on by the General Shareholders’ Meeting of Publicis Groupe SA.
As a reminder, the General Shareholders’ Meeting of May 27, 2025 validated an increase in the annual budget from euro 1.5 million to euro 1.7 million to anticipate the possible appointment of new Directors and/or an increase in the number of meetings of the Board of Directors and/or Committees. The structure of Directors’ compensation would remain unchanged.
Within the overall compensation amount, each Director receives fixed compensation of euro 10,000 per year (increased by euro 7,500 for chairing a Committee and euro 30,000 for the Lead Director) plus euro 6,000 for actual attendance at a meeting of the Board of Directors and the Committee in which he or she participates (increased by euro 1,500 per meeting for the Chair of a Committee) to take into account the preparatory and monitoring work that he or she is required to do.
The fixed compensation of Directors who are not already in office on January 1, 2026, will be calculated on a pro rata temporis basis, where applicable, depending on the start or end date of their term of office.
Executive sessions and written consultations are not compensated, nor is participation as a guest in a Committee of which the Director is not a member.
For reference, 71.56% of the compensation budget authorized for Directors was used for 2025.
The payment of items of compensation for a financial year takes place the following year.
| Director | Committee member | Chair of a Committee (additional compensation for the chaired Committee) | Lead Director | |
|---|---|---|---|---|
| Annual fixed compensation | Annual fixed compensation Director €10,000 |
Annual fixed compensation Committee member €– |
Annual fixed compensation Chair of a Committee (additional compensation for the chaired Committee) +€7,500 |
Annual fixed compensation Lead Director +€30,000 |
| Compensation paid per meeting | Compensation paid per meeting Director €6,000 |
Compensation paid per meeting Committee member €6,000 |
Compensation paid per meeting Chair of a Committee (additional compensation for the chaired Committee) +€1,500 |
Compensation paid per meeting Lead Director
|
Under this compensation policy, each Director would receive annual fixed compensation of euro 10,000 and euro 6,000 for each Board meeting attended. The Lead Director would receive additional fixed compensation of euro 30,000. A Director who is a member of a Committee would receive euro 6,000 for each Committee meeting attended. A Director that is also Chair of a Committee would receive fixed compensation of euro 10,000, increased by euro 7,500 for chairing a Committee, and compensation per meeting of euro 6,000 increased by euro 1,500 for attendance at the Committee meeting he or she chairs and euro 6,000 per Board meeting or any other Committee meeting he or she attends as a member.
Pursuant to article 14 III of the Company’s Articles of Incorporation, the Board of Directors may grant, in accordance with applicable laws, exceptional compensation for specific missions and duties entrusted to its members.
This compensation shall be determined by the Board of Directors by taking into account the length and complexity of the mission after obtaining the Compensation Committee’s opinion.
For information, this option was not used in the 2025 financial year.
Mr. Arthur Sadoun and Mrs. Élisabeth Badinter do not receive any specific compensation for their duties as Chairman of the Board of Directors and Vice-Chair of the Board, apart from their compensation as Directors. Mr. Arthur Sadoun and Mrs. Élisabeth Badinter do not have an employment contract with Publicis Groupe SA or any of its subsidiaries.
The compensation policy for Directors in respect of the 2026 financial year will be subject to approval by the General Shareholders’ Meeting of May 27, 2026 in its tenth resolution, pursuant to article L. 22-10-8, II of the French Commercial Code.
