Publicis Groupe Sa · EURONEXT:PUB
Publicis Groupe Sa — Shareholder Meeting (May 2018)
127 slides from Publicis Groupe Sa's shareholder meeting presentation, May 30, 2018
Slide 1: Combined General Shareholders' Meeting 30 May 2018
COMBINED GENERAL SHAREHOLDERS’ MEETING 30 MAY 2018
Slide 2: Shareholders' Meeting is webcast live
PUBLICIS GROUPE SHAREHOLDERS’ MEETING IS WEBCAST LIVE www.publicisgroupe.com
Slide 3: Agenda
AGENDA GROUPE
Slide 4: Ordinary General Shareholders' Meeting Agenda 1/4
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 1/4 Resolutions: Approval of the corporate financial statements for fiscal year 2017 Approval of the consolidated financial statements for fiscal year 2017 Allocation of 2017 net income and declaration of dividend Option for payment of dividend i
Slide 5: Ordinary General Shareholders' Meeting Agenda 2/4
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 2/4 Resolutions (continued): Appointment of Mrs. Cherie Nursalim as member of the Supervisory Board for a period of 4 years Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mrs. Elisabeth Badinter, Chair
Slide 6: Ordinary General Shareholders' Meeting Agenda 3/4
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 3/4 Resolutions (continued): Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to: - Mr. Jean-Michel Etienne, member of the Management Board - Mrs. Anne-Gabrielle Heilbronner, member of the Management Board - M
Slide 7: Ordinary General Shareholders' Meeting Agenda 4/4
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 4/4 Resolutions (continued): Approval of the principles and criteria governing the compensation of the Chair of the Management Board in respect of the 2018 fiscal year Approval of the principles and criteria governing the compensation of the members
Slide 8: Extraordinary General Shareholders' Meeting Agenda 1/3
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 1/3 Resolutions: Delegation of authority to be granted to the Management Board: - To issue, with preferential subscription rights, shares or securities - To issue, without preferential subscription rights, shares or securities in the form of a pub
Slide 9: Extraordinary General Shareholders' Meeting Agenda 2/3
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 2/3 Resolutions (continued): Authorization to be granted to the Management Board to determine the issue price of securities in the context of an increase in share capital by issue, without preferential subscription rights, in the form of a public
Slide 10: Extraordinary General Shareholders' Meeting Agenda 3/3
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 3/3 Resolutions (continued): Delegation of authority to be granted to the Management Board to decide to issue shares or securities without preferential subscription rights: - For the benefit of members of a Company savings plan - For the benefit o
Slide 11: Ordinary General Shareholders' Meeting Resolution
ORDINARY GENERAL SHAREHOLDERS’ MEETING Resolution: Powers to carry out formalities 11
Slide 12: Publicis Groupe
env ( PUBLICIS GROUPE
Slide 13: 2017, the year of challenges
2017, THE YEAR OF CHALLENGES ote ee GROUPE
Slide 14: Our industry has been put under pressure
« It is necessary to invent a new model for « Agencies faced their clients’ low growth agencies as the historical AOR model is and zero based budgeting » questioned » OUR INDUSTRY HAS BEEN PUT UNDER PRESSURE « Marketing spends are shifting to technology, « Their value in the marketing landscape cons
Slide 15: Growing challenges for our clients
GROWING CHALLENGES FOR OUR CLIENTS They must: Resume to grow Reduce their costs Rebuilt trust in their brand ACCELERATE THEIR TRANSFORMATION 15
Slide 16: The marketing world is facing new challenges
« Facebook in storm over Cambridge Analytica data scandal » Transparency « Only 20 cents of every programmatic dollar reaches consumers » THE MARKETING WORLD IS FACING NEW CHALLENGES « YouTube faces brand freeze over ads and obscene comments on videos of kids » Brand safety « Google to display fact-
Slide 17: A new form of competition has emerged
A NEW FORM OF COMPETITION HAS EMERGED 17
Slide 18: In front of those challenges, we have not waited to react
IN FRONT OF THOSE CHALLENGES, WE HAVE NOT WAITED TO REACT 18
Slide 19: 6 actions to transform our industry challenges into opportunities
6 ACTIONS TO TRANSFORM OUR INDUSTRY CHALLENGES INTO OPPORTUNITIES FOR PUBLICIS GROUPE 19
Slide 20: 1. A new team: the Management Board
1. A NEW TEAM: THE MANAGEMENT BOARD JEAN-MICHEL ANNE-GABRIELLE STEVE ARTHUR ETIENNE HEILBRONNER KING SADOUN Executive Vice President, CFO Secretary General CEO Chairman & CEO PUBLICIS GROUPE PUBLICIS GROUPE PUBLICIS MEDIA PUBLICIS GROUPE 20
Slide 21: 1. A new team: the Executive Committee
1. A NEW TEAM: THE EXECUTIVE COMMITTEE JEAN-MICHEL ANNE-GABRIELLE STEVE ARTHUR CARLA NIGEL VÉRONIQUE ETIENNE HEILBRONNER KING SADOUN SERRANO VAZ WEILL Executive Vice President, CFO Secretary General CEO Chairman & CEO Chief Strategy Officer DBT Lead CEO EMEA & APAC General Manager PUBLICIS GROUPE PU
Slide 22: 2. A model which makes us unique and competitive
2. A MODEL WHICH MAKES US UNIQUE AND COMPETITIVE 22
Slide 23: Become the indispensable partner of our clients in their transformation
BECOME THE INDISPENSABLE PARTNER OF OUR CLIENTS IN THEIR TRANSFORMATION 23
Slide 24: Companies must transform their entire organization
To address the challenges of tomorrow, companies must transform their entire organization 24
Slide 25: Marketing transformation
MARKETING To address the challenges of tomorrow, companies must transform their entire organization 25
Slide 26: Marketing, operations and business model
MARKETING To address the challenges of tomorrow, companies must transform their entire organization OPERATIONS / BUSINESS MODEL 26
Slide 27: Get your McDonald's at home, it's now possible
« Get your McDonald’s at home, it's now possible » 27
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Slide 29: Order on mobile, process reorganization, overhaul of IT system
Order on mobile Process reorganization Overhaul of IT system 29
Slide 30: Marketing transformation
Marketing Transformation Order on mobile Process reorganization Overhaul of IT system 30
Slide 31: Marketing and business transformation
Marketing Transformation Business Transformation Order on mobile Process reorganization Overhaul of IT system 31
Slide 32: Marketing transformation, business transformation
Marketing Transformation Business Transformation 32
Slide 33: 3. An organization adapted to our model: the Power of One
3. AN ORGANIZATION ADAPTED TO OUR MODEL: THE POWER OF ONE 3 priorities: Client centric Breaking down silos at country level Technology at the core (data, consulting, tech) Shift from a holding company to a platform 33
Slide 34: 4. Recover a growth dynamic
4. RECOVER A GROWTH DYNAMIC 34
Slide 35: With our existing clients
WITH OUR EXISTING CLIENTS Ex PUBLICIS 5 [p) Bank : Group Bankof America zy @ Allstate LOREAL Heineken (Kraft ) Poy Raven LAUREN MARS DAIMLER () citi Gohwronafohiven =... ELLINGTO [EXPRESS MANAGEMENT| Fielmann @ Gt : tb NovaRTIS Unilever <® = vps > MERCK Carrefour Nlloggss McKinsey&Company SANOFI a @
Slide 36: Marc Pritchard
Marc Pritchard - Chief Bra id Officer, Procter&Gamble
Slide 37: Film Marc Pritchard
FILM MARC PRITCHARD 37
Slide 38: New business
NEW BUSINESS “GROUPE —————— LIONSGATE fS Ex Bradesco pare) MOLSON Coots Me) R EAL de LLOYDS BANK a Sea NIN 4 DIESEL ES a: este US AR lyfe British Gas memes Southweste asics G@p........ _match.com
Slide 39: 5. Deliver on financials while we transform
5. DELIVER ON FINANCIALS WHILE WE TRANSFORM Quarterly organic growth rate in 2017 Operating margin rate in 2017 +2.2% 15.5% +1.2% +0.8% +40 basis points -1.2% (vs. 2016) at constant restructuring charges Q1 2017 Q2 2017 Q3 2017 Q4 2017 39
Slide 40: 2017 key figures
2017 KEY FIGURES Headline net Revenue income Dividend (1) € 9,690 m Group share € 2.00 -0.4% € 1,037 m +8.1% +2.2% Operating Free cash flow margin (before change in WCR) € 1,505 m € 1,287 m -0.7% +2.1% (1) To be submitted to shareholders 40
Slide 41: Revenue organic growth by geography
REVENUE ORGANIC GROWTH BY GEOGRAPHY 2017 H1 2017 H2 2017 Europe +1.3% +4.3% -1.6% North America +0.5% -2.4% +3.7% Asia Pacific -1.5% -1.4% -1.6% Latin America +4.8% +3.5% +5.8% Middle East Africa +4.4% +0.8% +7.8% Total +0.8% -0.2% +1.7% 41
Slide 42: Revenue
REVENUE € 9,733 m € (168) m + € 51 m € 9,690 m + € 74 m +0.5% € 9,565 m -1.7% +0.8% +1.3% 2016 FX 2016 Organic M&A 2017 Revenue impact Revenue growth impact Revenue At 2017 exchange rates 42
Slide 43: Operating margin
OPERATING MARGIN € 1,516 m €1,505 m 15.6% -50bps +40bps 15.5% 15.1% 2016 Additional 2016 operating Margin 2017 restructuring margin improvement, Operating charges at constant Operating at 2017 restructuring margin charges restructuring margin charges 43
Slide 44: Net income and headline net income
NET INCOME AND HEADLINE NET INCOME € 1,015 m €1,037 m € 862 m +2.2% Impact of non-recurring exceptional depreciation € (527) m 2016 2017 2016 2017 Net income Net income Headline net income, Headline net income, group share group share group share group share 44
Slide 45: Headline earnings per share, diluted
HEADLINE EARNINGS PER SHARE, DILUTED (1) € 4.50 +0.9% +1.6% € 4.46 € 4.39 2015 2016 2017 (1) See definitions at the end of the presentation deck 45
Slide 46: Dividend
DIVIDEND € 1.85 € 2.00 +8.1% +15.6% € 1.60 44.4% 41.5% Dividend 36.4% pay-out (1) 2015 2016 2017 2017 dividend to be submitted to May 30, 2018 AGM’s approval Option for dividend in cash or shares (1) See definitions at the end of the presentation deck 46
Slide 47: Net debt reduction of €517 million
NET DEBT REDUCTION OF € 517 MILLION +€ 1,356 m € (57) m € (264) m € (180) m € (337) m € (727) m € (1) m € (1,244)m Net Debt Cash generation Acquisitions Earn-outs Dividends Share Others Net Debt (Free cash flow after and buy-outs in cash buy-back (12/31/2016) working capital) (12/31/2017) The averag
Slide 48: 6. Reinforce our commitment to CSR
6. REINFORCE OUR COMMITMENT TO CSR With 3 priority audiences Our employees Our clients Society 48
Slide 49: For our employees
FOR OUR EMPLOYEES More satisfaction Executing an action plan post employee satisfaction survey More training 69% of employees trained (1.4 million hours, of which 70% in Digital, Technology, Data) More gender equality More diverse leadership teams — 50% on Supervisory Board — 38% on Groupe Exe
Slide 50: For our clients
FOR OUR CLIENTS More transparency 34 audits passed successfully in the United States Preparation for the application of the European General Data Protection Regulation (GDPR) Helping our clients stay owner of their data Business ethics, a legendary value of Publicis Groupe Code of conduct (J
Slide 51: For the society
FOR THE SOCIETY Continue our commitments… with local communities ⁃ €52 million in 2017 across 730 projects: pro bono and volunteering campaigns for the environment ⁃ 12% improvement in carbon intensity and +30% of our energy from renewable sources in extra-financial performance ⁃ Present in se
Slide 52: Acceleration 2018
2018 ACCELERATION e e Pe, 0 ry ef, i wf we ° le we oy 0° "2 8 Ss . oe e° %,.: ee 80%. °e Cop. ol? fe . +S eee ee oe 88 ww oe, fe ee Pa ne Te 2 Meee. > thingy *e . U ° "s Ao eee . ’ ~ e . or * fe PUBLICIS GROUPE
Slide 53: 1. Unprecedented success on new business
1. WE HAVE ESTABLISHED AN UNPRECEDENTED SUCCESS ON NEW BUSINESS 53
Slide 54: 54
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Slide 55: 2. An encouraging start to the year, financially
2. AN ENCOURAGING START TO THE YEAR, FINANCIALLY Recovering share price performance 12% Q1 2018 organic growth (1) 9% + 1.6 % 6% 3% 0% compared with -1.2% for Q1 2017 revenue -3% -6% -9% 1-janv. 16-janv. 31-janv. 15-févr. 2-mars 17-mars 1-avr. 16-avr. 1-mai 16-mai 31-mai PUB AGENCIES (1) Net revenue
Slide 56: 3. A 3-year strategy and execution plan: Sprint To The Future
3. WE HAVE PUT IN PLACE A 3-YEAR STRATEGY AND EXECUTION PLAN Sprint To The Future 56
Slide 57: Sprint To The Future: integrated offer
SPRINT TO THE FUTURE A. An integrated offer at the core of our clients' needs 57
Slide 58: Sprint To The Future: 6 operational priorities
SPRINT TO THE FUTURE A. An integrated offer at the core of our clients' needs B. 6 operational priorities to accelerate our transformation 58
Slide 59: Sprint To The Future: ambitious financial objectives
SPRINT TO THE FUTURE A. An integrated offer at the core of our clients' needs B. 6 operational priorities to accelerate our transformation C. Ambitious financial objectives Organic growth: +4% in 2020 Operating margin rate: +30 to +50 basis points per annum (1) Headline net income per share: +
Slide 60: 4. Platform to connect our 80,000 employees
4. WE HAVE LAUNCHED A PLATFORM THAT WILL CONNECT OUR 80,000 EMPLOYEES AND REINVENT THE WAY WE WORK 60
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Slide 62: In tribute to our founder
IN TRIBUTE TO OUR FOUNDER « I have always known that it was important to know people, deeply » Marcel Bleustein-Blanchet 62
Slide 63: Marcel
MARCEL For our employees to share, learn and create more For our clients to benefit from the whole diversity of our talents To make our industry progress 63
Slide 64: Marcel in action
MARCEL IN ACTION 64
Slide 65: Film demo Marcel
FILM DEMO MARCEL 65
Slide 66: Conclusion: 2017, a pivotal year for the Groupe
CONCLUSION 2017: a pivotal year for the Groupe 66
Slide 67: Conclusion: encouraging results
CONCLUSION 2017: a pivotal year for the Groupe Encouraging results: Publicis is stronger than a year ago 67
Slide 68: Conclusion: assets to transform our industry
CONCLUSION 2017: a pivotal year for the Groupe Encouraging results: Publicis is stronger than a year ago We have all the necessary assets to transform our industry in our favor 68
Slide 69: Merci
MERCI 69
Slide 70: Supervisory Board report
SUPERVISORY BOARD REPORT . Cry ea oF aoe comets a mele om 8 a ° 8 “Ge rad O54 ae . “ON , e om oy e 2% ag PUBLICIS GROUPE
Slide 71: Supervisory Board
SUPERVISORY BOARD Maurice LÉVY CHAIRMAN NOMINATION COMMITTEE / COMPENSATION COMMITTEE RISK AND STRATEGY COMMITTEE Elisabeth BADINTER Simon BADINTER Claudine BIENAIME Jean CHAREST Michel CICUREL Sophie DULAC VICE-PRESIDENTE AUDIT COMMITTE AUDIT COMMITTE COMPENSATION COMMITTEE NOMINATION COMMITTEE COM
Slide 72: Supervisory Board 2017 review
SUPERVISORY BOARD 2017 REVIEW Chaired by Mrs. Elisabeth Badinter until May, 31 2017 and by Mr. Maurice Lévy since June 1, 2017, the Supervisory Board met 6 times in 2017 with an attendance rate of 96% Composed of 13 members including 1 member representing employees - 50% are women (6 / 12) (1) -
Slide 73: Proposal of new member
SUPERVISORY BOARD PROPOSAL OF NEW MEMBER Appointment of Mrs. Cherie Nursalim as new member of the Supervisory Board Born on August 1, 1967, of Indonesian nationality, Cherie Nursalim is Chairperson of Three on the Bund and Vice- Chair of GITI Group. She was formerly a research associate at the Harva
Slide 74: Committee reports
COMMITTEE REPORTS e e Pe, 0 ry ef, i wf we ° le we oy 0° "2 8 Ss . oe rho: 04. 0@ Cop. ol? fe . +S eee ee oe 88 ww oe, fe oe © gee*., ef 2 Meee. > thingy *e . U ° "s Ao eee . ’ ~ e . or * fe PUBLICIS GROUPE
Slide 75: Compensation Committee
COMPENSATION COMMITTEE Chaired by Mr. Michel Cicurel Currently comprised of 5 members: Mrs. Claudine Bienaimé, Mrs. Véronique Morali, Mr. Michel Cicurel, Mr. Thomas H. Glocer and Mr. Maurice Lévy This Committee notably makes proposals to the Supervisory Board relating to: - The compensation of t
Slide 76: Work of Compensation Committee
COMPENSATION COMMITTEE WORK OF COMPENSATION COMMITTEE The Committee examined questions regarding the compensation of the Chair of the Supervisory Board, the Chair of the Management Board and the members of the Management Board The Committee got acquainted to the share-based compensation policy,
Slide 77: Compensation of Mr. Maurice Lévy
COMPENSATION COMMITTEE COMPENSATION OF MR. MAURICE LEVY AS CHAIRMAN OF THE MANAGEMENT BOARD THEN AS CHAIRMAN OF THE SUPERVISORY BOARD As Chair of the Management Board until May 31, 2017 Impossible to measure the Group’s performance for only the first five months of 2017 - Same compensation as per
Slide 78: Compensation of Mr. Arthur Sadoun
COMPENSATION COMMITTEE COMPENSATION OF MR. ARTHUR SADOUN, CHAIRMAN OF THE MANAGEMENT BOARD, SINCE JUNE 1, 2017 Annual fixed compensation: € 1 million, i.e. € 583,333 for the period from June 1, 2017 to December 31, 2017 Variable compensation at a maximum of a target amount of up to 200% of fixed
Slide 79: Variable compensation of Mr. Arthur Sadoun
COMPENSATION COMMITTEE VARIABLE COMPENSATION OF MR. ARTHUR SADOUN, CHAIR OF THE MANAGEMENT BOARD, SINCE JUNE 1, 2017 FOR 2017 FISCAL YEAR 2017 objectives Performance Amount Organic growth rate Not achieved Quantitative criteria Operating margin Achieved at 100% € 437,833 (75% of the target bonus) Ra
Slide 80: Compensation of Management Board members
COMPENSATION COMMITTEE COMPENSATION OF MANAGEMENT BOARD MEMBERS Fixed compensation based on Scope of responsibility Experience Internal equity Market practices Annual variable subject to stringent performance conditions Long term variable Three-year awards Subject to stringent financial
Slide 81: Compensation paid or awarded in 2017
COMPENSATION COMMITTEE COMPENSATION PAID OR AWARDED TO THE MEMBERS OF THE MANAGEMENT BOARD IN 2017 (1) (EX-POST VOTE IN APPLICATION OF ARTICLE L. 225-100 II OF THE CODE DE COMMERCE) GROSS ANNUAL FIXED VARIABLE ANNUAL MAXIMUM MANAGEMENT BOARD MEMBER (annual or prorata temporis) (annual or prorata tem
Slide 82: Compensation policy for 2018
COMPENSATION COMMITTEE COMPENSATION POLICY FOR THE MANAGEMENT BOARD FOR 2018 FISCAL YEAR (EX-ANTE VOTE IN APPLICATION OF ARTICLE L.225-82-2 OF THE CODE DE COMMERCE) LONG TERM VARIABLE TERMINATION ANNUAL VARIABLE GROSS ANNUAL SUBJECT TO WELFARE BENEFITS NON-COMPETE MANAGEMENT TARGET IF ALL EMPLOYMENT
Slide 83: Audit Committee
AUDIT COMMITTE Chaired by Mr. Jean Charest Currently comprised of 4 members: Mrs. Claudine Bienaimé, Mrs. Véronique Morali, Mr. Jean Charest and Mr. André Kudelski. Mr. Jean-Paul Morin is a permanent expert with the Committee The Committee oversees the organization and implementation of the Grou
Slide 84: Risk and Strategy Committee
RISK AND STRATEGY COMMITTEE Chaired by Mrs. Marie-Josée Kravis Currently comprised of de 6 members: Mrs. Marie-Josée Kravis, Mrs. Elisabeth Badinter, Mrs. Marie-Claude Mayer, Mr. Thomas H. Glocer, Mr. Maurice Lévy and Mr. Pierre Pénicaud The Committee examined the Group’s risk mapping, more part
Slide 85: Nomination Committee
NOMINATION COMMITTEE Chaired by Mrs. Elisabeth Badinter Currently comprised of 5 members: Mrs. Elisabeth Badinter, Mrs. Marie-Josée Kravis, Mr. Jean Charest, Mr. Michel Cicurel and Mr. Maurice Lévy The Committee continued its discussions to enrich the composition of the Supervisory Board The c
Slide 86: Statutory Auditors' reports
STATUTORY AUDITORS’ REPORTS 86
Slide 87: Reports issued by Statutory Auditors
REPORTS ISSUED BY STATUTORY AUDITORS For the Ordinary General Shareholders’ Meeting On parent company’s financial statements (1st resolution) On consolidated financial statements (2nd resolution) On related party agreements and commitments (5th resolution) For the Extraordinary General Shareho
Slide 88: Reports for the Ordinary General Meeting
REPORTS ISSUED FOR THE ORDINARY GENERAL SHAREHOLDERS’ MEETING Reports on consolidated and statutory financial statements (dated February 8 and April 16, 2018) Auditors’ opinion on financial statements Unqualified opinion Consolidated financial Emphasis of matter on the first-time adoption of acc
Slide 89: Reports on related party agreements and commitments
REPORTS ISSUED FOR THE ORDINARY GENERAL SHAREHOLDERS’ MEETING REPORTS ON RELATED PARTY AGREEMENTS AND COMMITMENTS (dated April 16, 2018) We were not informed of any agreement or commitments authorized and concluded during the year to be submitted to the approval of the General Meeting We have been i
Slide 90: Reports for the Extraordinary General Meeting
REPORTS ISSUED FOR THE ORDINARY GENERAL SHAREHOLDERS’ MEETING (dated May 4, 2018) Issuance of shares or securities with or without preferential subscription rights 20th to 24th resolution and 26th resolution We have no matters to report as to the terms Authorization of allotting new or existing shar
Slide 91: Questions and answers
QUESTIONS ANSWERS e e iP, oe be oe, i wf we ° we i. we oy 0° "2 8 Ss . Ladd rho: 04. 0@ ay UP 2 e +S eee ee oe te oe, PO oe © gee*., ef © Sse. > thingy *e . U ° "s Ao eee . ’ ~ e . or = PUBLICIS GROUPE
Slide 92: Written questions
WRITTEN QUESTIONS Publicis Groupe has received written questions: Governance of the groupe ‒ Independence of the members of the Supervisory Board ‒ Termination allowances for Mr. Arthur Sadoun and Mr. Jean-Michel Etienne ‒ Compensation and mission of the Chair of the Supervisory Board ‒ Variable c
Slide 93: Voting of the resolutions
VOTING OF THE RESOLUTIONS . tae 8 ore a S08 a mele Sialesione <3 O08 e: 28 sere = ‘ a ; e pa e 20 ae PUBLICIS GROUPE
Slide 94: How to use your voting device
VOTING OF THE RESOLUTIONS HOW TO USE YOUR VOTING DEVICE Smart Card • The voting device will not work if your smart card is not properly inserted How to vote: • Simply press the button of your choice: • 1 = For • 2 = Against • 3 = Abstain A message will appear on the bottom of the display: • ”Acknowl
Slide 95: 1st resolution: corporate financial statements
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 1ST RESOLUTION Approval of the corporate financial statements for fiscal year 2017 Proposition to approve 2017 financial statements which show a net income of €82,349,249 1 = For 2 = Against 3 = Abstain 95
Slide 96: 2nd resolution: consolidated financial statements
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 2ND RESOLUTION Approval of the consolidated financial statements for fiscal year 2017 Proposition to approve 2017 financial consolidated statements which show a net income group share of €862 million 1 = For 2 = Against 3 = Abstain 96
Slide 97: 3rd resolution: allocation of net income and dividend
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 3RD RESOLUTION Allocation of net income and declaration of dividend for the 2017 financial year Proposition to allocate income for fiscal year 2017 and distribute a dividend of €2.00 per share, up 8.1% from last year and corresponding to
Slide 98: 4th resolution: dividend in cash or shares
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 4TH RESOLUTION Option for payment of the dividend in cash or shares Possibility of receiving payment of the dividend either in cash or in new shares. Issuance price of distributed shares is € 56.50 per share (1) The delivery of new shar
Slide 99: 5th resolution: related-party agreements
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 5TH RESOLUTION Statutory auditors’ special report on related-party agreements No new agreement not already approved by the shareholders’ meeting 1 = For 2 = Against 3 = Abstain 99
Slide 100: 6th resolution: reappointment of Elisabeth Badinter
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 6TH RESOLUTION Reappointment of Mrs. Elisabeth Badinter as member of the Supervisory Board for a period of 4 years 1 = For 2 = Against 3 = Abstain 100
Slide 101: 7th resolution: appointment of Cherie Nursalim
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 7TH RESOLUTION Appointment of Mrs. Cherie Nursalim as member of the Supervisory Board for a period of 4 years 1 = For 2 = Against 3 = Abstain 101
Slide 102: 8th resolution: compensation of Elisabeth Badinter
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 8TH RESOLUTION Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mrs. Elisabeth Badinter, Chair of the Supervisory Board until May 31, 2017 1 = For 2 = Against 3 = Abstain 102
Slide 103: 9th resolution: compensation of Maurice Lévy
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 9TH RESOLUTION Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mr. Maurice Lévy, Chair of the Management Board until May 31, 2017 1 = For 2 = Against 3 = Abstain 103
Slide 104: 10th resolution: compensation of Maurice Lévy
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 10TH RESOLUTION Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mr. Maurice Lévy, Chair of the Supervisory Board since June 1, 2017 1 = For 2 = Against 3 = Abstain 104
Slide 105: 11th resolution: compensation of Arthur Sadoun
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 11TH RESOLUTION Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mr. Arthur Sadoun, Chair of the Management Board since June 1, 2017 1 = For 2 = Against 3 = Abstain 105
Slide 106: 12th resolution: compensation of Jean-Michel Etienne
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 12TH RESOLUTION Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mr. Jean-Michel Etienne, member of the Management Board 1 = For 2 = Against 3 = Abstain 106
Slide 107: 13th resolution: compensation of Anne-Gabrielle Heilbronner
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 13TH RESOLUTION Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mrs. Anne-Gabrielle Heilbronner, member of the Management Board 1 = For 2 = Against 3 = Abstain 107
Slide 108: 14th resolution: compensation of Steve King
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 14TH RESOLUTION Approval of the elements of compensation paid or awarded in respect of the 2017 fiscal year to Mr. Steve King, member of the Management Board since June 1, 2017 1 = For 2 = Against 3 = Abstain 108
Slide 109: 15th resolution: 2018 Supervisory Board Chair compensation
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 15TH RESOLUTION Approval of the principles and criteria governing the compensation of the Chair of the Supervisory Board in respect of the 2018 fiscal year 1 = For 2 = Against 3 = Abstain 109
Slide 110: 16th resolution: 2018 Supervisory Board members compensation
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 16TH RESOLUTION Approval of the principles and criteria governing the compensation of the members of the Supervisory Board in respect of the 2018 fiscal year 1 = For 2 = Against 3 = Abstain 110
Slide 111: 17th resolution: 2018 Management Board Chair compensation
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 17TH RESOLUTION Approval of the principles and criteria governing the compensation of the Chair of the Management Board in respect of the 2018 fiscal year 1 = For 2 = Against 3 = Abstain 111
Slide 112: 18th resolution: 2018 Management Board members compensation
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 18TH RESOLUTION Approval of the principles and criteria governing the compensation of the members of the Management Board in respect of the 2018 fiscal year 1 = For 2 = Against 3 = Abstain 112
Slide 113: 19th resolution: share buyback authorization
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 19TH RESOLUTION Authorization to be given to the Management Board entitling the Company to trade in its own shares 1 = For 2 = Against 3 = Abstain 113
Slide 114: 20th resolution: issuance with preferential rights
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 20TH RESOLUTION Delegation of authority to be granted to the Management Board to issue, with preferential subscription rights, shares or securities 1 = For 2 = Against 3 = Abstain 114
Slide 115: 21st resolution: public offering without preferential rights
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 21ST RESOLUTION Delegation of authority to be granted to the Management Board to issue, without preferential subscription rights, shares or securities in the form of a public offering 1 = For 2 = Against 3 = Abstain 115
Slide 116: 22nd resolution: private placement
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 22ND RESOLUTION Delegation of authority to be granted to the Management Board to issue, without preferential subscription rights, shares or securities in the form of a private placement 1 = For 2 = Against 3 = Abstain 116
Slide 117: 23rd resolution: increase in securities issued
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 23RD RESOLUTION Delegation of authority to be granted to the Management Board to increase the number of securities to be issued in the case of a capital increase, with or without preferential subscription rights, carried out in pursuan
Slide 118: 24th resolution: determining issue price
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 24TH RESOLUTION Authorization to be granted to the Management Board to determine the issue price of securities in the context of an increase in share capital by issue, without preferential subscription rights, in the form of a public o
Slide 119: 25th resolution: capital increase by incorporation of reserves
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 25TH RESOLUTION Delegation of authority to be granted to the Management Board to increase capital by incorporation of reserves, net income, premiums or others 1 = For 2 = Against 3 = Abstain 119
Slide 120: 26th resolution: issuance in event of public offering
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 26TH RESOLUTION Delegation of authority to be granted to the Management Board to issue shares or securities, without preferential subscription rights, in the event of a public offering initiated by the Company 1 = For 2 = Against 3 = A
Slide 121: 27th resolution: free share allotment
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 27TH RESOLUTION Authorization to be granted to the Management Board for the purpose of allotting new or existing shares, free of charge, to eligible employees and/or corporate officers, entailing a waiver of shareholders’ preferential
Slide 122: 28th resolution: company savings plan issuance
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 28TH RESOLUTION Delegation of authority to be granted to the Management Board to decide to issue shares or securities, without preferential subscription rights, for the benefit of members of a Company savings plan 1 = For 2 = Against 3
Slide 123: 29th resolution: issuance for certain beneficiaries
PUBLICIS GROUPE SA – EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 29TH RESOLUTION Delegation of authority to be granted to the Management Board to decide to issue shares or securities, without preferential subscription rights, for the benefit of certain categories of beneficiaries 1 = For 2 = Against
Slide 124: 30th resolution: powers to carry out formalities
PUBLICIS GROUPE SA – ORDINARY GENERAL SHAREHOLDERS’ MEETING 30TH RESOLUTION Powers to carry out formalities 1 = For 2 = Against 3 = Abstain 124
Slide 125: Combined General Shareholders' Meeting May 2018
COMBINED GENERAL SHAREHOLDERS’ MEETING 30 MAY 2018
Slide 126: Disclaimer
DISCLAIMER Certain information contained in this document, other than historical information, may constitute forward-looking statements or unaudited financial forecasts. These forward-looking statements and forecasts are subject to risks and uncertainties that could cause actual results to differ ma
Slide 127: Definitions
DEFINITIONS Net revenue: Revenue less pass-through costs which comprise amount paid to external suppliers engaged to perform a project and charged directly to clients. Those costs are mainly production & media costs and out of pocket expenses. Organic growth: Change in net revenue excluding the impa