The Chairman and Chief Executive Officer may be subject to a non-compete obligation in return for financial consideration.
It was thus decided to subject Mr. Arthur Sadoun, in the event of his resignation, to a non-compete agreement and an agreement not to solicit personnel during the two years following the termination of his position as Chairman and Chief Executive Officer of Publicis Groupe SA.
In return for compliance with this non-compete commitment, Mr. Arthur Sadoun will receive a payment (payable monthly in advance), the amount of which will be equal to two years of total gross compensation (fixed part and target variable part) calculated on the average of the last 24 months of compensation.
The Board of Directors may waive this clause.
Mr. Arthur Sadoun will not be subject to a non-compete obligation in the event of a forced departure. Thus, in any event, Mr. Arthur Sadoun may not receive both a severance payment and a non-compete indemnity.
It is also recalled that, pursuant to article R. 22-10-14, III of the French Commercial Code, the payment of this indemnity is excluded if Mr. Arthur Sadoun retires and claims his pension rights.
In its twenty-first resolution, the General Shareholders’ Meeting of May 31, 2017 approved this non-compete indemnity in respect of the commitments subject to the related-party agreements procedure.
It should be noted that the compensation policy for Mr. Arthur Sadoun as Chairman and Chief Executive Officer, as well as the items paid or granted in 2024 to him, were approved by 87.27%, 83.48% and 83.76% of the votes at the General Shareholders’ Meeting of May 27, 2025 (fifteenth, tenth and fourteenth resolutions) pursuant to, respectively, articles L. 22-10-08 II and L. 22-10-34 II of the French Commercial Code (ex-ante and ex-post votes).
The compensation policy of the Chairman and Chief Executive Officer in respect of the 2026 financial year will be subject to approval by the General Shareholders’ Meeting of May 27, 2026 in its ninth resolution, pursuant to article L. 22-10-08 II of the French Commercial Code.
The compensation policy adopted for the 2025 financial year was defined on the basis of performance criteria established in March 2025.
The criteria and objectives have been rigorously defined, in a still contrasting macro-economic context in 2025, characterized by a volatile economic environment, an intensely competitive sectoral environment and unfavorable currency effects. The Compensation Committee carried out in-depth and structured work to identify and assess the individual performance objectives of the annual variable compensation of Mr. Arthur Sadoun, on the basis of the applicable vesting grids.
The 2025 financial year confirmed the strength of Publicis Groupe’s performance trajectory, with + 5.6% organic growth of net revenue, achieved in a demanding environment for the entire sector. This performance was based on a positive contribution from all regions, continued market share gains and sustained commercial momentum.
Publicis Groupe once again demonstrated its ability to combine growth with financial discipline, with an operating margin up slightly at 18.2% and a free cash flow of euro 2.0 billion, the highest in the Groupe’s history, while pursuing targeted investments in artificial intelligence, New Business and talent development. These results reflect the resilience of the Groupe’s model and its ability to create sustainable value in a changing market environment.
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 in respect of the same financial year to Mr. Arthur Sadoun as Chairman and Chief Executive Officer.
The General Shareholders’ Meeting of May 27, 2026 will therefore be asked to approve the items of compensation paid or awarded in respect of 2025 to Mr. Arthur Sadoun as described below. These items comply with Mr. Arthur Sadoun’s compensation policy, which is presented in Section 3.2.3.1 of the Publicis Groupe SA 2024 Universal Registration Document, approved by the General Shareholders’ Meeting of May 27, 2025 in its fifteenth resolution (by 87.27%).
Given the level of approval of the items of compensation at the previous General Shareholders’ Meeting and the incentive to overperform on all criteria, the Compensation Committee paid close attention to the assessment of the performance criteria for the items of compensation awarded in respect of the 2025 financial year. In a particularly difficult macro-economic context and in view of the Groupe’s exceptional results, the items of compensation paid or awarded in respect of the 2025 financial year are in line with those paid or awarded in respect of the 2024 financial year. 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. Arthur Sadoun, Chairman and Chief Executive Officer, are subject to the approval of the General Shareholders’ Meeting of May 27, 2026 in its eighth resolution, pursuant to article L. 22-10-34, II, of the French Commercial Code.
