Publicis Groupe Sa · EURONEXT:PUB
Publicis Groupe Sa — Shareholder Meeting (May 2022)
119 slides from Publicis Groupe Sa's shareholder meeting presentation, May 25, 2022
Slide 1: Combined General Shareholders' Meeting 25 May 2022
COMBINED GENERAL SHAREHOLDERS’ MEETING 25 MAY 2022
Slide 2: Agenda
Pa PUBLICIS GROUPE AGENDA
Slide 3: Agenda 1/5
AGENDA 1/5 Ordinary General Shareholders’ Meeting – Resolutions: Approval of the corporate financial statements for fiscal year 2021 (1st resolution) Approval of the consolidated financial statements for fiscal year 2021 (2nd resolution) Allocation of earnings for fiscal year 2021 and declarat
Slide 4: Agenda 2/5
AGENDA 2/5 Approval of the compensation policy for the other members of the Management Board with respect to fiscal year 2022 (10th resolution) Approval of the Compensation Report with respect to fiscal year 2021 (11th resolution) Approval of the components of the total compensation and benefi
Slide 5: Agenda 3/5
AGENDA 3/5 Extraordinary General Shareholders’ Meeting – Resolutions: Delegation of authority to the Management Board, for a period of twenty-six months, to decide to issue, with preferential subscription rights, Company ordinary shares and/or securities giving access to ordinary shares of the Com
Slide 6: Agenda 4/5
AGENDA 4/5 Authorization to the Management Board, for a period of twenty-six months, to set the issue price of shares in the context of capital increases without preferential subscription rights, up to a limit of 10% of the share capital per annum (22nd resolution) Delegation of authority to the
Slide 7: Agenda 5/5
AGENDA 5/5 Delegation of authority to be granted to the Management Board, for a period of twenty-six months, to decide to issue Company’s ordinary shares or securities giving access to ordinary shares of the Company or of one of its subsidiaries, without preferential subscription right, in favor o
Slide 8: Summary of the Year 2021 & 2022 Prospects
SUMMARY OF THE YEAR 2021 & 2022 PROSPECTS
Slide 9: 2021 Highlights
Fa PUBLICIS GROUPE 2021 HIGHLIGHTS 2021 FINANCIAL RESULTS 1st QUARTER 2022 & OUTLOOK
Slide 10: 2021: Another Particular Year
2021: ANOTHER PARTICULAR YEAR… Global Continuation New economic of the approach recovery pandemic to work
Slide 11: 2021: A Record Year at Every Level
2021: A RECORD YEAR AT EVERY LEVEL
Slide 12: Double-Digit Organic Growth
DOUBLE-DIGIT ORGANIC GROWTH Strong organic growth Capturing the structural shift in all regions of clients’ spend in context of recovery towards data, new digital media and commerce +10.0% +9.8% Groupe U.S. +12.8% +9.6% +10.3% Europe Asia-Pacific +13.8 %
Slide 13: A Significant Rebound Beyond 2019 Levels in Just a Year
A SIGNIFICANT REBOUND BEYOND 2019 LEVELS IN JUST A YEAR Organic growth 2021 vs. 2019 Growth versus 2019 accelerating quarter after quarter Interpublic +6.5% Q1 Q2 Q3 Q4 Publicis +3.1% WPP +2.9% Organic growth vs. 2019 +0% +2% +5% +5% Havas -0.5% Omnicom -2.0% Dentsu Int’l -4.6%
Slide 14: Industry-Leading Financial Ratios, at Historical Levels
INDUSTRY-LEADING FINANCIAL RATIOS, AT HISTORICAL LEVELS Operating margin rate Free Cash Flow (1) +240M€ +150bps Free Cash Flow/EBITDA 1.4 Md€ 17.5% 1.2 Md€ 73% 16.0% 61% 15.1% Publicis - 2020 Publicis - 2021 Agencies average (2) - Publicis - 2020 Publicis - 2021 Publicis - 2021 Agencies average 2021
Slide 15: #1 in New Business
# 1 IN NEW BUSINESS 2021 landmark wins Media U.S. Media Global Media Global Media Global Creative Global Creative, media, data U.S. Media China Media U.K. Media Italy, UK, China Media & Creative Australia Commerce & Digital Australia Creative Global Media Global Data AOR U.S. Creative France Media A
Slide 16: #1 in ESG Within Our Industry
# 1 IN ESG WITHIN OUR INDUSTRY Ranked #1 in ESG within our peer group by 8 leading agencies
Slide 17: Share Price Outperformed the Market for the Second Year in a Row
SHARE PRICE OUTPERFORMED THE MARKET FOR THE SECOND YEAR IN A ROW Publicis + 45% Agencies(1) + 38% CAC 40 + 29% (1) 2021 average share price performance of WPP, Interpublic & Omnicom, weighted by market cap and rebased to Publicis share price
Slide 18: Publicis Emerged Stronger from the Crisis
PUBLICIS EMERGED STRONGER FROM THE CRISIS We’re back in the game on organic growth We maintain industry-leading financial ratios Our new business wins demonstrate the relevance of our model We lead our industry’s ESG rankings
Slide 19: We Thank Our Clients
We thank OUR CLIENTS for their trust
Slide 20: We Thank Our People
We thank OUR PEOPLE for their resilience, commitment and dedication Bonus pool doubled vs. 2019 An exceptionnal bonus for everyone with the Groupe for the past 2 years with no variable remuneration
Slide 21: 2021 Financial Results
Fa PUBLICIS GROUPE 2021 HIGHLIGHTS 2021 FINANCIAL RESULTS 1st QUARTER 2022 & OUTLOOK
Slide 22: Key 2021 Figures
KEY 2021 FIGURES Net revenue Operating Free Cash Flow Net debt margin (before change in WC) €10,487M €1,840M €1,427M €76M Year-end +10% organic +18% reported +20% reported €1,530M +8% reported average
Slide 23: Operating Margin
OPERATING MARGIN (€ million) 2021 2020 Net revenue 10,487 9,712 Operating margin 1,840 1,558 % of net revenue 17.5% 16.0% Record-high operating margin rate at 17.5% in 2021, +150 basis point versus 2020 Continued investment to support growth • Over 9,000 net recruits in 2021 • Bonus pool doubled
Slide 24: Selected Cash Flow Items & Change in Net Debt
SELECTED CASH FLOW ITEMS & CHANGE IN NET DEBT (€ million) 2021 2020 EBITDA 2,317 2,158 Capex, net of disposals (136) (155) Free Cash Flow before change in WCR 1,427 1,190 Change in WCR (216) 1,047 Acquisitions (net of disposals) (283) (20) Reduction (increase) in net debt 757 1,880 Free Cash Flow
Slide 25: Financial Debt
FINANCIAL DEBT (€ million) 2021 2020 Net financial debt, S&P Moody’s 1,530 3,286 average Net financial debt, BBB Baa2 76 833 Outlook stable Outlook stable year-end Continued reduction in average and year-end net debt Accelerated deleveraging despite the crisis, back to pre-Epsilon acquisition de
Slide 26: Dividend
DIVIDEND Groupe decision to reduce dividend due to Covid-19 pandemic €2.30 €2.40(2) €2.00 €1.15 Dividend 45.8% 22.9% 46.8% 47.8% pay-out(1) 2019 2020 2021 Dividend to be fully paid in cash Decision to remove scrip option to stabilize share count (1) Dividend per share/Diluted EPS (2) 2021 divide
Slide 27: 2022 Cash Allocation
2022 CASH ALLOCATION Dividend payout Dividend 45-50% c.€600M vs. c.45% previously fully in cash vs. c.50% in cash previously M&A Deleveraging €400-600M €200-400M vs. €200-300M in 2021 average net debt c. €1bn end-2022
Slide 28: Find Great Ideas for Our Clients
…AND WE CONTINUE TO DO WHAT WE LIKE THE MOST IN OUR INDUSTRY: FIND GREAT IDEAS FOR OUR CLIENTS
Slide 29: 1st Quarter 2022 & Outlook
Fa PUBLICIS GROUPE 2021 HIGHLIGHTS 2021 FINANCIAL RESULTS 1st QUARTER 2022 & OUTLOOK
Slide 30: A Very Good Start to the Year
A VERY GOOD START TO THE YEAR Q1 2022 organic growth well above expectations Publicis Groupe continues to +10.5% capture the shift in spend towards data, digital media, Groupe commerce and DBT +18.5% +2.8% in Q1’21 organic
Slide 31: Strong Organic Growth Across Regions in Q1
STRONG ORGANIC GROWTH ACROSS REGIONS IN Q1 U.S. Europe Asia-Pacific +8.0 % +14.9 % +14.4 % +5.1% in Q1’21 -1.8% in Q1’21 +5.7% in Q1’21 Strong momentum again, Marked rebound of Very solid progress across all activities operations • China up double-digit, • Publicis Sapient at +16.3% • France at +12.
Slide 32: Continued New Business Momentum in Q1 2022
CONTINUED NEW BUSINESS MOMENTUM IN Q1 2022 New Business wins year-to-date Media Media & Creative Media Creative U.S. Global Global MEA Media Media Media China France & U.K. Global Media Creative U.S. Global
Slide 33: The Most Important Event of This Beginning of the Year
BUT THE MOST IMPORTANT EVENT OF THIS BEGINNING OF THE YEAR FOR PUBLICIS…
Slide 34: La sleaze iro
La sleaze iro LACLASSE MOYENNE, ANGLE MORT DE LA CAMPAGNE ELECTORALE ? v ‘2 LINVIte Ge ¢
Slide 35: Publicis Groupe
PUBLICIS GROUPE VEUK
Slide 36: Prospects for the Rest of the Year
PROSPECTS FOR THE REST OF THE YEAR
Slide 37: Macroeconomic Uncertainties Call for Cautiousness
MACROECONOMIC UNCERTAINTIES CALL FOR CAUTIOUSNESS Pandemic Supply chain issues Inflation of raw Conflict in Ukraine materials and energy prices
Slide 38: 3 Priorities
IN THIS CONTEXT, 3 PRIORITIES
Slide 39: Our People, First
1 OUR PEOPLE, FIRST PRIORITIZE THEIR HELP THEM PROGRESS AT WORK PHYSICAL & MENTAL WELL-BEING IN A HYBRID WORLD A “people-first” approach A personalized growth platform … to the Covid-19 crisis Unique professional … to the conflict in Ukraine experiences
Slide 40: Continuing to Grow Thanks to Our Unique Offer
2 CONTINUING TO GROW THANKS TO OUR UNIQUE OFFER Data Creative Media Technology X X X +4% to +5% organic growth in 2022
Slide 41: Deliver Industry-Leading Financial Ratios
3 DELIVER INDUSTRY-LEADING FINANCIAL RATIOS A platform organisation: Global Country Shared Delivery model Services Centres c. 17.5% operating margin in 2022 & c. 1.4Bn€ in Free Cash Flow Invest in our talent in context of salary inflation Invest in future-forward capabilities
Slide 42: Conclusion
CONCLUSION After a record 2021, a very good start to 2022 thanks to the exceptional dedication of our people Confirmation of our targets for 2022, despite the macro-economic uncertainties Organic Growth at upper-end of +4% to +5% range 17.5% operating margin Free Cash Flow: 1.4Bn€ The right model, a
Slide 43: Report of the Supervisory Board
REPORT OF THE SUPERVISORY BOARD
Slide 44: The Supervisory Board: Composition
THE SUPERVISORY BOARD COMPOSITION
Slide 45: The Supervisory Board
THE SUPERVISORY BOARD The Supervisory Board is chaired by Maurice Lévy The Supervisory Board has 13 members, including 2 members representing the employees and: • 55% women (6 / 11) (1) • 64% independent members (7 / 11) (1) • 64% foreign members (7 / 11) (1) Five specialized committees (Nomin
Slide 46: The Supervisory Board: Changes in Composition
THE SUPERVISORY BOARD Changes in the composition of the Supervisory Board The terms of office as members of the Supervisory Board of Élisabeth Badinter and Cherie Nursalim expire at the end of the General Shareholders’ Meeting of May 25, 2022 The Supervisory Board proposes: • the renewal of the
Slide 47: Renewal of Élisabeth Badinter
THE SUPERVISORY BOARD Renewal of the term of office of Élisabeth Badinter as a member of the Supervisory Board Born on 1944, Élisabeth Badinter is a French national. Daughter of Marcel Bleustein-Blanchet, founder of Publicis Groupe, Élisabeth Badinter is a graduate in philosophy, a specialist in the
Slide 48: Appointment of Tidjane Thiam
THE SUPERVISORY BOARD Appointment of Tidjane Thiam as a member of the Supervisory Board Born in 1962, Tidjane Thiam is a French and Ivorian national. He is a graduate of the École polytechnique, the École nationale supérieure des Mines de Paris and holds an MBA from INSEAD. Tidjane Thiam worked for
Slide 49: Review of Financial Statements and Observations
THE SUPERVISORY BOARD Review of the financial statements for fiscal year 2021 and observations The Supervisory Board has reviewed the parent company and consolidated financial statements for fiscal year 2021 and the Management Board’s Report and has noted the opinion of the Audit Committee on the
Slide 50: Reports of the Committees
PA Ax c PUBLICIS GROUPE REPORTS OF THE COMMITTEES
Slide 51: Compensation Committee
COMPENSATION COMMITTEE Chaired by André Kudelski The Committee is composed of five members: Antonella Mei-Pochtler and Patricia Velay- Borrini (member representing employees), André Kudelski, Thomas H. Glocer and Maurice Lévy. Michel Cicurel is a permanent expert of the Compensation Committee It
Slide 52: Compensation Committee Meetings
COMPENSATION COMMITTEE 6 meetings Activity of the Compensation Committee in 2021 96% Participation rate The Committee examined topics relating to the compensation of the Chairman and members of the Supervisory Board, the Chairman and members of the Management Board The Committee carried out a co
Slide 53: Compensation of Maurice Lévy
COMPENSATION COMMITTEE Compensation of Maurice Lévy, Chairman of the Supervisory Board Maurice Lévy plays a non-operational but very active role within the Supervisory Board and supports the management team. In 2021, Maurice Lévy continued to contribute his experience Reminder: Since 2021, the a
Slide 54: Compensation of Other Supervisory Board Members
COMPENSATION COMMITTEE Compensation of the other Members of the Supervisory Board Compensation of the members of Publicis’ Supervisory Board has been unchanged for more than 15 years Change in the structure of the compensation of the members of the Supervisory Board to get closer to market pract
Slide 55: Variable Compensation of Arthur Sadoun for 2021
COMPENSATION COMMITTEE Variable compensation of Arthur Sadoun, Chairman of the Management Board, for fiscal year 2021 (ex-post) Annual fixed Amount of variable compensation: Objectives Objective achievement compensation to level €1,000,000 be paid Criteria linked to the financial performance of Pu
Slide 56: Variable Compensation of Anne-Gabrielle Heilbronner
COMPENSATION COMMITTEE Variable compensation of Anne-Gabrielle Heilbronner, Member of the Management Board, for fiscal year 2021 (ex-post) Annual fixed compensation: Amount of €600,000 Objectives Objective achievement variable level compensation to be paid Target variable Criteria linked to the
Slide 57: Variable Compensation of Steve King
COMPENSATION COMMITTEE Variable compensation of Steve King, Member of the Management Board, for fiscal year 2021 (ex-post) Annual fixed compensation: Amount of Objective achievement variable £900,000, i.e, €1,048,077(*) Objectives level compensation to be paid Target variable Criteria linked to
Slide 58: Variable Compensation of Michel-Alain Proch
COMPENSATION COMMITTEE Variable compensation of Michel-Alain Proch, Member of the Management Board, for fiscal year 2021 (ex-post) Annual fixed Amount of compensation: Objectives Objective achievement variable €600,000 level compensation to be paid Target variable Criteria linked to the financia
Slide 59: Compensation Paid to Management Board Members in 2021
COMPENSATION COMMITTEE Compensation paid or allocated to the members of the management board in 2021 (ex-post vote pursuant to article L. 22-10-34 II of the french commercial code) VALUATION OF GROSS FIXED ANNUAL VARIABLE MANAGEMENT BOARD TOTAL € PERFORMANCE SHARES COMPENSATION € COMPENSATION € GRAN
Slide 60: Compensation Policy for Chairman of Management Board 2022
COMPENSATION COMMITTEE Compensation policy for the Chairman of the Management Board for 2022 (ex-ante vote pursuant to article L. 22-10-26 II of the french commercial code) Proposals: Annual fixed compensation: 17% increase (unchanged since June 1, 2017) Annual variable compensation: • Subject t
Slide 61: Compensation Policy for Chairman of Management Board 2022 (Terms)
COMPENSATION COMMITTEE Compensation policy for the Chairman of the Management Board for 2022 (ex-ante vote pursuant to article L. 22-10-26 II of the French commercial code) SUPPLEMENTAR INDEMNITIES OR LONG-TERM Y PENSION PLAN BENEFITS DUE ANNUAL VARIABLE INDEMNITIES AND/OR OR LIKELY TO TARGET SUBJEC
Slide 62: Compensation Policy for Management Board Members 2022
COMPENSATION COMMITTEE Compensation policy for Members of the Management Board for 2022 (ex-ante vote pursuant to article L. 22-10-26 II of the French commercial code) Proposals: Annual fixed compensation: no change Annual variable compensation: an overperformance clause would apply to the absol
Slide 63: Compensation Policy for Management Board Members 2022 (Terms)
COMPENSATION COMMITTEE Compensation policy for Members of the Management Board for 2022 (ex-ante vote pursuant to article L. 22-10-26 II of the French commercial code) SUPPLEMENTAL INDEMNITIES OR LONG-TERM PENSION PLAN BENEFITS DUE OR MEMBERS OF THE ANNUAL TARGET VARIABLE SUBJECT AND/OR HEALTH INDEM
Slide 64: Publicis Groupe
PUBLICIS GROUPE
Slide 65: Audit Committee
AUDIT COMMITTEE Chaired by Jean Charest The Committee is composed of four members: Suzan LeVine and Jean Charest, André Kudelski and Thomas H. Glocer; all of them are independent members. Jean-Michel Etienne is a permanent expert of the Audit Committee The Audit Committee’s missions are: • to re
Slide 66: Audit Committee Activity in 2021
AUDIT COMMITTEE Activity of the Audit Committee in 2021 5 meetings 89% Participation rate In 2021, the Committee: was informed of the program, results and corrective measures implemented as a result of internal controls and internal audits reviewed and approved the 2022 Internal Audit Plan app
Slide 67: Publicis Groupe
PUBLICIS GROUPE
Slide 68: Strategy and Risk Committee
STRATEGY AND RISK COMMITTEE Chaired by Marie-Josée Kravis The Committee is composed of six members: Marie-Josée Kravis, Antonella Mei-Pochtler, Simon Badinter, Thomas H. Glocer, Maurice Lévy and Pierre Pénicaud (Member representing employees). It has three independent members The Strategy and Ri
Slide 69: Strategy and Risk Committee Activity in 2021
STRATEGY AND RISK COMMITTEE Activity of the Strategy and Risk Committee in 2021 2 meetings 100% Participation rate In 2021, the Committee: examined the Groupe's situation in the context of the Covid-19 crisis and outlined the resilience of the Groupe’s model, as well as the rapidity and agility of
Slide 70: Publicis Groupe
PUBLICIS GROUPE
Slide 71: Nominating Committee
NOMINATING COMMITTEE Chaired by Élisabeth Badinter The Committee is currently composed of six members: Élisabeth Badinter, Marie-Josée Kravis, Suzan LeVine, Jean Charest, André Kudelski and Maurice Lévy. It has four independent members The Nominating Committee’s missions are : • to make appropri
Slide 72: Nominating Committee Activity in 2021
NOMINATING COMMITTEE Activity of the Nominating Committee in 2021 3 meetings 100% Participation rate In 2021, the Committee: reviewed the composition of the Supervisory Board and the status of independent members proposed the renewal of the terms of office of Maurice Lévy, Simon Badinter and Jea
Slide 73: Publicis Groupe
PUBLICIS GROUPE
Slide 74: ESG Committee
ESG COMMITTEE Chaired by Suzan LeVine The Committee is composed of four members: Sophie Dulac, Suzan LeVine, Antonella Mei- Pochtler and Cherie Nursalim. It has three independent members The ESG Committee’s missions are: • to review the Groupe’s CSR policy and social policies and formulate propo
Slide 75: ESG Committee Activity in 2021
ESG COMMITTEE Activité du Comité ESG au cours de l’exercice 2021 2 meetings 87% Participation rate In 2021, the Committee: reviewed the Groupe's ESG strategy and the actions already taken in this area was informed of the work carried out by the Management Board on the monitoring of ESG performan
Slide 76: Statutory Auditors' Reports
STATUTORY AUDITORS’ REPORTS
Slide 77: Reports Issued by the Statutory Auditors
REPORTS ISSUED BY THE STATUTORY AUDITORS For the General Shareholders’ Meeting On the Annual Financial Statements (1st resolution) On the Consolidated Financial Statements (2nd resolution) On the Related-Party Agreements (4th resolution) For the Extraordinary General Shareholders’ Meeting On
Slide 78: Reports on Consolidated and Annual Financial Statements
REPORTS ISSUED BY THE STATUTORY AUDITORS REPORTS ON CONSOLIDATED AND ANNUAL FINANCIAL STATEMENTS (as of February 3rd and of April 21nd 2022) Opinion on the Consolidated and Annual Financial Statements Consolidated Financial Unqualified certification Statements Chapter 6.7, pages 294-300, Key audit m
Slide 79: Report on the Related-Party Agreements
REPORTS ISSUED BY THE STATUTORY AUDITORS REPORT ON THE RELATED-PARTY AGREEMENTS (as of April 21st 2022) We have not been advised of any agreement authorized and entered into during the year ended December 31, 2021 to be submitted to the General Shareholders' Meeting for approval. Related-Party Agree
Slide 80: Reports for the Extraordinary General Shareholders' Meeting
REPORTS ISSUED BY THE STATUTORY AUDITORS REPORTS ISSUED FOR THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING (as of May 3rd 2022 – available online) Issue of ordinary shares and/or various securities We have no matters to report as to the with or without preemptive subscription rights terms and condi
Slide 81: Q&A
PUBLICIS GROUPE Q&A
Slide 82: Vote of Resolutions
PUBLICIS GROUPE VOTE OF RESOLUTIONS
Slide 83: Voting of the Resolutions: 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: ”Acknowledged” means
Slide 84: 1st Resolution: Corporate Financial Statements
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 1ST RESOLUTION Approval of the corporate financial statements for fiscal year 2021 Proposal to approve 2021 corporate financial statements which show a profit of € 47,386,851.09 1 = For 2 = Against 3 = Abstain
Slide 85: 2nd Resolution: Consolidated Financial Statements
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 2nd RESOLUTION Approval of the consolidated financial statements for fiscal year 2021 Proposal to approve 2021 consolidated financial statements which show a profit attributable to the Groupe of € 1,027 million 1 = For 2 = Against 3 = Abs
Slide 86: 3rd Resolution: Allocation of Earnings and Dividend
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 3rd RESOLUTION Allocation of earnings for fiscal year 2021 and declaration of dividend Proposition to allocate earnings for fiscal year 2021 and distribute a dividend of €2.40 per share Dividend payment will take place on July 6, 2022 1
Slide 87: 4th Resolution: Related-Party Agreements
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 4TH RESOLUTION Statutory Auditors’ Special Report on related-party agreements There has been no new related-party agreement during the fiscal year 2021 1 = For 2 = Against 3 = Abstain
Slide 88: 5th Resolution: Renewal of Élisabeth Badinter
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 5TH RESOLUTION Renewal of term of office of Élisabeth Badinter as a member of the Supervisory Board for a four-year term 1 = For 2 = Against 3 = Abstain
Slide 89: 6th Resolution: Appointment of Tidjane Thiam
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 6th RESOLUTION Appointment of Tidjane Thiam as a member of the Supervisory Board for a four-year term 1 = For 2 = Against 3 = Abstain
Slide 90: 7th Resolution: Compensation Policy, Supervisory Board Chairman
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 7th RESOLUTION Approval of the compensation policy for the Chairman of the Supervisory Board with respect to fiscal year 2022 1 = For 2 = Against 3 = Abstain
Slide 91: 8th Resolution: Compensation Policy, Supervisory Board Members
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 8th RESOLUTION Approval of the compensation policy for the members of the Supervisory Board with respect to fiscal year 2022 1 = For 2 = Against 3 = Abstain
Slide 92: 9th Resolution: Compensation Policy, Management Board Chairman
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 9th RESOLUTION Approval of the compensation policy for the Chairman of the Management Board with respect to fiscal year 2022 1 = For 2 = Against 3 = Abstain
Slide 93: 10th Resolution: Compensation Policy, Management Board Members
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 10th RESOLUTION Approval of the compensation policy for the other members of the Management Board with respect to fiscal year 2022 1 = For 2 = Against 3 = Abstain
Slide 94: 11th Resolution: Compensation Report
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 11th RESOLUTION Approval of the Compensation Report with respect to fiscal year 2021 1 = For 2 = Against 3 = Abstain
Slide 95: 12th Resolution: Compensation of Maurice Lévy
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 12th RESOLUTION Approval of the components of the total compensation and benefits of any kind paid or awarded in respect of fiscal year 2021 to Maurice Lévy, Chairman of the Supervisory Board 1 = For 2 = Against 3 = Abstain
Slide 96: 13th Resolution: Compensation of Arthur Sadoun
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 13th RESOLUTION Approval of the components of the total compensation and benefits of any kind paid or awarded in respect of fiscal year 2021 to Arthur Sadoun, Chairman of the Management Board 1 = For 2 = Against 3 = Abstain
Slide 97: 14th Resolution: Compensation of Anne-Gabrielle Heilbronner
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 14th RESOLUTION Approval of the components of the total compensation and benefits of any kind paid or awarded in respect of fiscal year 2021 to Anne-Gabrielle Heilbronner, member of the Management Board 1 = For 2 = Against 3 = Abstain
Slide 98: 15th Resolution: Compensation of Steve King
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 15th RESOLUTION Approval of the components of the total compensation and benefits of any kind paid or awarded in respect of fiscal year 2021 to Steve King, member of the Management Board 1 = For 2 = Against 3 = Abstain
Slide 99: 16th Resolution: Compensation of Michel-Alain Proch
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 16th RESOLUTION Approval of the components of the total compensation and benefits of any kind paid or awarded in respect of fiscal year 2021 to Michel-Alain Proch, member of the Management Board 1 = For 2 = Against 3 = Abstain
Slide 100: 17th Resolution: Share Buyback Authorization
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 17th RESOLUTION Authorization to be granted to the Management Board, for a period of eighteen months, to allow the Company to deal in its own shares 1 = For 2 = Against 3 = Abstain
Slide 101: 18th Resolution: Share Issue With Preferential Rights
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 18th RESOLUTION Delegation of authority to the Management Board, for a period of twenty-six months, to decide to issue, with preferential subscription rights, Company ordinary shares and/or securities giving access to ordinary shares o
Slide 102: 19th Resolution: Share Issue Without Preferential Rights, Public Offering
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 19th RESOLUTION Delegation of authority to the Management Board, for a period of twenty-six months, to decide to issue, without preferential subscription rights, Company ordinary shares and/or securities giving access to ordinary share
Slide 103: 20th Resolution: Share Issue, Private Placement
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 20th RESOLUTION Delegation of authority to the Management Board, for a period of twenty-six months, to decide to issue, without preferential subscription rights, Company ordinary shares and/or securities giving access to ordinary share
Slide 104: 21st Resolution: Increase of Issue Size
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 21st RESOLUTION Delegation of authority to the Management Board, for a period of twenty-six months, to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights,
Slide 105: 22nd Resolution: Setting the Issue Price
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 22nd RESOLUTION Authorization to the Management Board, for a period of twenty-six months, to set the issue price of shares in the context of capital increases without preferential subscription rights, up to a limit of 10% of the share
Slide 106: 23rd Resolution: Capital Increase by Incorporation of Reserves
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 23nd RESOLUTION Delegation of authority to the Management Board, for a period of twenty-six months, to decide to increase the share capital by incorporation of reserves, profits, share premiums or other items 1 = For 2 = Against 3 = Ab
Slide 107: 24th Resolution: Issue in Public Exchange Offer
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 24th RESOLUTION Delegation of authority to the Management Board, for a period of twenty-six months, to decide to issue Company ordinary shares and/or securities giving access to ordinary shares of the Company or of one of its subsidiar
Slide 108: 25th Resolution: Issue for Contributions in Kind
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 25th RESOLUTION Delegation of authority to the Management Board, for a period of twenty-six months, to issue Company ordinary shares and/or securities giving access to ordinary shares of the Company or of one of its subsidiaries, witho
Slide 109: 26th Resolution: Stock Options
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 26th RESOLUTION Authorization to the Management Board, for a period of thirty-eight months, to grant stock options, entailing the waiver by shareholders of their preferential subscription rights, and/or rights for all or part employees
Slide 110: 27th Resolution: Company Savings Plan Issue
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 27TH RESOLUTION Delegation of authority to be granted to the Management Board, for a period of twenty-six months, to decide to issue Company’s ordinary shares or securities giving access to ordinary shares of the Company or of one of i
Slide 111: 28th Resolution: Employee Share Ownership Plans
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 28th RESOLUTION Delegation of authority to be granted to the Management Board, for a period of eighteen months, to decide to issue Company’s ordinary shares or securities giving access to ordinary shares of the Company or of one of its
Slide 112: 29th Resolution: Amendment of Article 18
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 29TH RESOLUTION Amendment of Article 18 of the bylaws to remove the obligation to appoint alternate Statutory Auditors 1 = For 2 = Against 3 = Abstain
Slide 113: 30th Resolution: Amendment of Article 7
PUBLICIS GROUPE S.A. EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 30th RESOLUTION Amendment of Article 7 of the bylaws to bring its content into compliance with Order no. 2020-1142 of September 16, 2020, creating, within the French Commercial Code, a chapter relating to companies with securities admi
Slide 114: 31st Resolution: Powers to Carry Out Formalities
PUBLICIS GROUPE S.A. ORDINARY GENERAL SHAREHOLDERS’ MEETING 31st RESOLUTION Powers to carry out formalities 1 = For 2 = Against 3 = Abstain
Slide 115: Publicis Groupe
PUBLICIS GROUPE
Slide 116: 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 117: 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
Slide 118: Contacts
CONTACTS Press Delphine Stricker, Group Communications Director Tel. + 33 6 38 81 40 00 / Email. delphine.stricker@publicisgroupe.com Investor Relations Alessandra Girolami, Vice-President Investor Relations & Strategic Financial Planning Tel. + 33 1 44 43 77 88 / Email. alessandra.girolami@publicis
Slide 119: Combined General Shareholders' Meeting May 2022
COMBINED GENERAL SHAREHOLDERS’ MEETING 25 MAY 2022