Universal Registration Document 2025

Note 32 Publicis Groupe SA free share plans

Free share plans for Groupe executives and employees are share-based plans settled with equity instruments or in cash for specific cases.

Presentation of the new 2025 free share plans

Free share plans were implemented during the 2025 financial year, with the following characteristics:

Long-Term Incentive Plan known as the “LTIP 2025” (March 2025)

Under this plan, a number of Group executives were granted free shares, subject to two conditions:

• A continued presence condition, during the three-year vesting period;
• Performance conditions based on Groupe’s revenue growth and profitability targets for 2025, compared to a peer group including Publicis Groupe and the other four leading global communications groups (Omnicom merged with IPG, WPP, IPG, Dentsu, and Havas).

The shares eventually awarded in accordance with the level of achievement of these targets will vest at the end of a three-year period, i.e., in March 2028.

Long-Term Incentive Plan known as the “LTIP 2025 PDG” (March 2025)

Under the “LTIP 2025 PDG” plan, the Chair and Chief Executive Officer was granted free shares, subject to two conditions :

• A continued presence condition, during the three-year vesting period;
• Performance conditions based on Groupe’s revenue growth and profitability targets for the Groupe over the entire 2025–2027 period, compared to a peer group including Publicis Groupe and the other four leading global communications groups (Omnicom merged with IPG, WPP, IPG, Dentsu, and Havas).

The plan also includes the grant of outperformance shares, subject to the achievement of Groupe’s revenue growth and profitability targets over the 2025–2027 period, compared to the aforementioned peer group, as well as an internal Groupe target for operating margin.

The shares ultimately awarded in accordance with the level of achievement of these conditions will vest at the end of a three-year period, i.e., in March 2028.

Long-Term Incentive Plans known as the “LTI Epsilon March 2025 Plan” and “LTI Epsilon September 2025 Plan”(March and September 2025)

The plans, set up for the exclusive benefit of Publicis Epsilon managers and employees, include three tranches. Vesting is subject to a continued presence condition for 20% and to 2025 Publicis Epsilon’s financial performance conditions (revenue and operating margin) for 80%. The shares will vest in March 2026 (30% of the shares), March 2027 (30% of the shares), and March 2028 (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 “2025 Publicis Sapient LTI Plan” (April 2025)

This plan, set up for the exclusive benefit of Publicis Sapient managers and employees, includes three tranches. Vesting is subject to a continued presence condition for 40% and to 2025 Publicis Sapient’s financial performance conditions (revenue and operating margin) for 60%. The shares will vest in April 2026 (30% of the shares), April 2027 (30% of the shares), and April 2028 (40% of the shares).

Performance measurement of previous plans

In addition, the performance of the LTIP 2022 Président du Directoire, LTIP 2022 Membres du Directoire, Publicis Sapient LTI 2024, Epsilon LTI 2024 and LTIP 2024 plans was measured in February and March 2025 by the Board of Directors: the rate of achievement of performance targets was 100% for all these plans, except for the Publicis Sapient LTI 2024 and Epsilon LTI 2024 plans, which achieved 75% and 50% of their respective targets.

Publicis Groupe free share plans

/ Determination of fair value of free Publicis Groupe shares granted during financial year 2025