Publicis Groupe Sa · EURONEXT:PUB
Publicis Groupe Sa — Shareholder Meeting (May 2015)
103 slides from Publicis Groupe Sa's shareholder meeting presentation, May 27, 2015
Slide 1: Combined General Shareholders' Meeting 2014
2014 Combined General Shareholders’ Meeting to a business, marketing, communication From a digital Leader… and transformation Leader Wednesday, May 27, 2015
Slide 2: Disclaimer
DISCLAIMER This presentation contains forward-looking statements. The use of the words "aim(s)", "expect(s)", "feel(s)", "will", "may", "believe(s)", "anticipate(s)" and similar expressions in this presentation are intended to identify those statements as forward- looking. Forward-looking statements
Slide 3: Combined General Shareholders' Meeting 2014
2014 Combined General Shareholders’ Meeting to a business, marketing, communication From a digital Leader… and transformation Leader Wednesday, May 27, 2015
Slide 4: Agenda
AGENDA
Slide 5: Ordinary General Shareholders' Meeting Agenda 1/3
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 1/3 • Reports of the Management Board • Reports of the Supervisory Board ; The Chair's report on the manner in which the Supervisory Board's work is prepared and organized as well as internal control and risk management procedures • Reports of the statut
Slide 6: Ordinary General Shareholders' Meeting Agenda 2/3
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 2/3 • Approval of agreements and commitments governed by Article L. 225-86 of the French Commercial Code (Code de commerce): stock purchase agreements entered into between the Company and Société Générale during 2014 and stock purchase agreements entered
Slide 7: Ordinary General Shareholders' Meeting Agenda 3/3
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 3/3 • Advisory opinion on the elements of compensation owed or paid for the year ended December 31, 2014 to Messrs. Jean-Michel Etienne, Kevin Roberts and Jean-Yves Naouri, and Mrs. Anne-Gabrielle Heilbronner, members of the Management Board • Appointmen
Slide 8: Extraordinary General Shareholders' Meeting Agenda 1/4
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 1/4 • Reports of the Management Board and the statutory auditors • Authorization for the Management Board to reduce the capital by cancelling treasury shares • Authorization to be granted to the Management Board to issue shares or equity securities,
Slide 9: Extraordinary General Shareholders' Meeting Agenda 2/4
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 2/4 • Employee share ownership: Delegation of authority to be granted to the Management Board to decide to issue equity securities or securities that confer equity rights in the Company, suspending preemptive subscription rights, in favor of members
Slide 10: Extraordinary General Shareholders' Meeting Agenda 3/4
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 3/4 • Amendment of agreement to issue bonds convertible into new or existing shares, issued by the Company on September 24, 2002 (hereinafter the “ORANE”), within the framework of the prospectus approved by the Commission des Opérations de Bourse un
Slide 11: Extraordinary General Shareholders' Meeting Agenda 4/4
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA 4/4 • Amendment of Article 16 of the Company's Articles of Incorporation with regard to the functions of the Supervisory Board: Supervisory Board's right to appoint non-voting board members (censors) (The resolution will not be submitted to sharehol
Slide 12: Ordinary General Shareholders' Meeting Agenda
ORDINARY GENERAL SHAREHOLDERS’ MEETING AGENDA • Powers to carry out formalities 12
Slide 13: 2014
2014
Slide 14: Publicis Groupe: Key Figures 2014
PUBLICIS GROUPE: KEY FIGURES 2014 Revenue Operating margin (1) €7,255 m Headline group €1,189 m +4.3% net income (2) +3.8% Organic €829 m In % of revenue +4.7% Growth 16.4% +2.0% (1) Excluding costs related to merger project & Sapient acquisition. (2) Net income after elimination of the impairment l
Slide 15: 2014 Key Events
2014 KEY EVENTS One year, Two Phases A new organisation • Omnicom merger called off • Management Board renewed • Sapient Acquisition • “Directoire+” created • “P12” extended 15
Slide 16: Management Board
MANAGEMENT BOARD Jean-Michel ETIENNE Anne-Gabrielle HEILBRONNER Kevin ROBERTS Executive Vice President, & CFO General Secretary Head Coach, Publicis Groupe Publicis Groupe Publicis Groupe Executive Chairman Saatchi & Saatchi/Fallon Maurice LÉVY Chairman & CEO DIRECTOIRE + Laura DESMOND Alan J. HERRI
Slide 17: 2014 Highlights
2014 HIGHLIGHTS Strong operational Dividend performances growth • Higest operating margin among peers • 1.20 euro (+9.1%) • Close to 1 billion euro cash position as of December 31, 2014 17
Slide 18: 2014 Revenue
2014 REVENUE By geography Var. 2014 Organic (EUR million) 2014 2013 vs. 2013 growth Europe (1) 2,154 2,060 +4.6% -0.6% North America 3,490 3,303 +5.7% +2.3% (2) BRIC + MISSAT (3) 938 918 +2.2% +3.5% Rest of the world 673 672 +0.1% +6.7% Total 7,255 6,953 +4.3% +2.0% (1) Europe excluding Russia and T
Slide 19: Digital
DIGITAL % of Group revenue 38.4% 41.9% Organic growth EUR Million 2,668 3,040 +7.3% Organic growth excluding Razorfish 2013 2014 +10.8% 19
Slide 20: Consolidated Income Statement
2014 CONSOLIDATED INCOME STATEMENT (EUR millions) 2014 2013 Var. ’14 / ’13 Revenue 7,255 6,953 +4.3% EBITDA (1) 1,307 1,227 +6.5% Operating margin 1,182 1,107 +6.8% as % of revenue 16.3% 15.9% Operating Margin 1,189 1,145 +3.8% excluding costs related to merger project & Sapient acquisition (2) as %
Slide 21: Headline Net Income per Share
2014 HEADLINE NET INCOME PER SHARE €3.64 €3.54 €3.20 (EUR) 2012 2013 2014 Headline EPS, diluted (1) (1) After elimination of the impairment losses, amortization of intangibles from acquisitions, the main capital gains and losses on disposal of assets, the revaluation of earn-out payments and costs r
Slide 22: Net Cash / (Debt)
2014 NET CASH / (DEBT) 985 Average Net Cash / (Debt), in € million Net Cash / (Debt) as of December 31, in € million 593 218 93 + (490) (628) 2012 2013 2014 22
Slide 23: Financial Ratios
2014 FINANCIAL RATIOS Internal 2014 2013 objectives Average Net Debt / EBITDA (1) cash positive 0.40 < 1.50 Net Debt / Shareholders’ Equity cash positive cash positive < 0.50 Interest Cover 57 47 >7 (EBITDA (1) / Cost of Net Financial Debt) 23 (1) EBITDA : operating margin before depreciation
Slide 24: Dividend
2014 DIVIDEND EUR per share 1.20 1.10 0.90 Dividend Growth: +9.1% in 2014 Option: cash or shares Will be submitted to May 27, 2015 AGM vote 0.70 0.70 0.60 2009 2010 2011 2012 2013 2014 24
Slide 25: Dividend Payout Ratio
2014 DIVIDEND Increased pay-out ratio (%) 37.3 (1) 30.0 24.7 2012 2013 2014 (1) Based on €1.20 dividend 25 to be submitted to May 27, 2015 AGM vote
Slide 26: 5 Year Share Price Performance
2014 5 YEAR SHARE PRICE PERFORMANCE 31/12/2009 - 31/12/2014 70 65 60 Publicis +109% 55 50 STOXX Media +71% 45 40 35 30 CAC 40 +9% 25 20 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Publicis CAC 40 Stoxx Europe Media 26
Slide 27: 2015 Share Price Performance
2014 2015 SHARE PRICE PERFORMANCE 31/12/2014 - 25/05/2015 80 Publicis +28% 75 STOXX Media +21% 70 CAC 40 +20% 65 Havas +16% WPP +14% 60 Interpublic +0% Omnicom -0% 55 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Publicis CAC 40 Stoxx Europe Media Publicis Groupe’s market capitalization: ~17 billion eur
Slide 28: Strategy
STRATEGY
Slide 29: Next Decade of Disruption Will Break Everything
STRATEGY NEXT DECADE OF DISRUPTION WILL BREAK EVERYTHING 2 GIANT FORCES ERA OF CONSUMER CONVERGENCE EMPOWERMENT Business, Marketing & Communication Transformation 29
Slide 30: Sapient, a Transforming Acquisition
STRATEGY SAPIENT, A TRANSFORMING ACQUISITION CONSULTING MARKETING $100+ bn NEW STORYTELLING & CONTENT $500+ bn 33% TECHNOLOGIES SERVICES 67% of Sapient of Sapient revenue $900 bn revenue Market size exceeding $1.5 trillion 30
Slide 31: Publicis Groupe Revenue
STRATEGY PUBLICIS GROUPE REVENUE (1) 50,2% 49,8% Digital Analogique (1) Based on Q1 2015 revenue 31
Slide 32: 2015
2015
Slide 33: 2015 Q1 Revenue
2015 2015 Q1 REVENUE +31.7% €2,103 m €1,597 m Organic Growth: +0,9% Q1 2014 Q1 2015 33
Slide 34: Publicis Groupe - 2015 Perspectives
2015 PUBLICIS GROUPE - 2015 PERSPECTIVES • Revised ZenithOptimedia’s 2015 forecast: Advertising investment growth from +4.9% to +4.4% (1) • Agencies market expected to grow 3.0% to 3.5% in 2015 2015 organic growth in line with agencies market Plus, Publicis Groupe to benefit from positive impact of
Slide 35: 2015 Priorities
2015 PRIORITIES 1 Organic growth 3 Balance sheet simplification 2 Sapient integration • Reimbursement of the 2015 Eurobond (March 2015) for €253 million • Construction of the • Early redemption of ORANE, through Publicis.Sapient platform treasury shares (50%) and share buyback • Cost synergies (50%)
Slide 36: 2018 Objectives
2018 OBJECTIVES
Slide 37: Publicis Groupe in 2018
2018 OBJECTIVES PUBLICIS GROUPE IN 2018 • Digital/Technology: 60% of revenue • Faster Organic growth: +200bp above agencies market • Operating margin improvement: +200bp to +400bp vs. 2012 (1) 2018 operating margin objective: 17.3% to 19.3% (1) Compared to 2012 operating margin including Sapient of
Slide 38: Corporate Social Responsibility
CORPORATE SOCIAL RESPONSIBILITY
Slide 39: Our CSR Approach
CORPORATE SOCIAL RESPONSIBILITY OUR CSR APPROACH Foster creative spirits & Promote & Share Accompany Measure our Being close to best practices, talents in their combining ethics progress & communities to best professional support & Promote & profitabitability Accelerating pathway their causes behavi
Slide 40: Social Impact
CORPORATE SOCIAL RESPONSIBILITY SOCIAL IMPACT 40
Slide 41: Societal Impact
CORPORATE SOCIAL RESPONSIBILITY SOCIETAL IMPACT 41
Slide 42: Environmental Impact
CORPORATE SOCIAL RESPONSIBILITY ENVIRONMENTAL IMPACT 42
Slide 43: Supervisory Board Report
SUPERVISORY BOARD REPORT
Slide 44: Supervisory Board
SUPERVISORY BOARD Élisabeth BADINTER Sophie DULAC Simon BADINTER Claudine BIENAIME Jean CHAREST Michel CICUREL Gérard WORMS Marie-Josée KRAVIS Marie-Claude MAYER Véronique MORALI Amaury de SEZE Hélène PLOIX Henri-Calixte SUAUDEAU Michel HALPÉRIN(1) (1) Until August 11, 2014 44
Slide 45: Supervisory Board Report
SUPERVISORY BOARD REPORT SUPERVISORY BOARD • Chaired by Elisabeth Badinter, the Supervisory Board was convened 11 times in 2014 with an attendance rate of 96% • Comprised of 14 members until Michel Halpérin’s death on August 11, 2014, then comprised of 13 members of three different nationalities • A
Slide 46: Committee Reports
COMMITTEE REPORTS
Slide 47: Compensation Committee
COMPENSATION COMMITTEE
Slide 48: Compensation Committee
COMPENSATION COMMITTEE Amaury de SEZE Claudine BIENAIMÉ Véronique MORALI Michel CICUREL Michel HALPÉRIN(1) (1) Until August 11, 2014 48
Slide 49: Compensation Committee
COMPENSATION COMMITTEE COMPENSATION COMMITTEE • Chaired by Amaury de Seze • 5 members until Michel Halpérin’s death on August 11, 2014, then 4 members: Claudine Bienaimé, Michel Cicurel, Véronique Morali, Amaury de Seze • 7 meetings held in 2014 with an attendance rate of 100% • This committee puts
Slide 50: Compensation of the Chairman of the Management Board
COMPENSATION COMMITTEE COMPENSATION OF THE CHAIRMAN OF THE MANAGEMENT BOARD • Based entirely on performance • No fixed compensation • No stock options, no performance-based shares • No “top-hat” pension 50
Slide 51: Chairman's Compensation Based Entirely on Performance
COMPENSATION COMMITTEE CHAIRMAN OF THE MANAGEMENT BOARD’S COMPENSATION BASED ENTIRELY ON PERFORMANCE • Calculation aimed at a theoretical target of 6 million euros • Annual compensation capped at 5 million euros • Ranging from 0 to 5 million euros depending on performance 51
Slide 52: Chairman of the Management Board's 2014 Compensation
COMPENSATION COMMITTEE CHAIRMAN OF THE MANAGEMENT BOARD’S 2014 COMPENSATION Objectives for 2014 Performance Amount Total Shareholder Return Not achieved Quantitative criteria Increased EPS Not achieved (2/3) Consolidated Net Income (%) Achieved €1.5 m Organic growth Not achieved Update the 2013 stra
Slide 53: Management Board Compensation
COMPENSATION COMMITTEE MANAGEMENT BOARD COMPENSATION • Fixed compensation: • Compensation of Management Board members reviewed regularly but re-appraised only if necessary • In 2014, the only compensation re-appraised was that of Jean-Michel Etienne • Variable compensation based on challenging objec
Slide 54: Management Board Compensation
COMPENSATION COMMITTEE MANAGEMENT BOARD COMPENSATION • Severance payment: brought into strict compliance with AFEP-Medef Code • Only due in the event of a forced departure subsequent to a change of control or strategy, not due in the event of gross negligence or willful misconduct • Eligibility subj
Slide 55: Work of the Compensation Committee
COMPENSATION COMMITTEE WORK OF THE COMPENSATION COMMITTEE • The Committee was advised of variable compensation policies based on the results of the Groupe and its major networks • The Committee examined the attainment of performance targets for performance- based shares to be issued under the 2013 L
Slide 56: Work of the Compensation Committee
COMPENSATION COMMITTEE WORK OF THE COMPENSATION COMMITTEE • The Committee proposed, and the Board approved, the launch of a 2014 LTIP similar to the 2013 plan • The Committee proposed that the Board amend its by-laws to increase the minimum holding of Board members from 200 to 500 shares 56
Slide 57: Audit Committee
AUDIT COMMITTEE
Slide 58: Audit Committee
AUDIT COMMITTEE Gérard WORMS Claudine BIENAIMÉ Hélène PLOIX 58
Slide 59: Audit Committee
AUDIT COMMITTEE • Chaired by Gérard Worms • 3 members: Claudine Bienaimé, Hélène Ploix, Gérard Worms. Jean-Paul Morin is a permanent expert with the Committee • 6 meetings held in 2014 and an attendance rate of 100% • This Committee oversees the organization and operational aspects of the Groupe’s a
Slide 60: Risk and Strategy Committee
RISK AND STRATEGY COMMITTEE
Slide 61: Risk and Strategy Committee
RISK AND STRATEGY COMMITTEE Marie-Josée KRAVIS Élisabeth BADINTER Marie-Claude MAYER Véronique MORALI Hélène PLOIX 61
Slide 62: Risk and Strategy Committee
RISK AND STRATEGY COMMITTEE • Chaired by Marie-Josée Kravis • The 5 committee members are Marie-Josée Kravis, Elisabeth Badinter, Marie-Claude Mayer, Véronique Morali and Hélène Ploix • One meeting held in 2014 with 100% attendance • The committee examined the Groupe’s risk map and the measures take
Slide 63: Nomination Committee
NOMINATION COMMITTEE
Slide 64: Nomination Committee
NOMINATION COMMITTEE Élisabeth BADINTER Michel CICUREL Gérard WORMS Henri-Calixte SUAUDEAU Michel HALPÉRIN(1) (1) Until August 11, 2014 64
Slide 65: Nomination Committee
NOMINATION COMMITTEE • Chaired by Elisabeth Badinter • The Committee comprised 5 members until Michel Halpérin’s death on August 11, 2014, then 4 members: Elisabeth Badinter, Michel Cicurel, Gérard Worms, Henri-Calixte Suaudeau • 2 meetings held in 2014 with an attendance rate of 100% 65
Slide 66: Nomination Committee
NOMINATION COMMITTEE • The Committee examined the composition of the Supervisory Board and Management Board: • In 2014, the Committee proposed the re-election of 2 Supervisory Board members (Claudine Bienaimé and Michel Halpérin) whose terms of office were about to expire. • It proposed to review th
Slide 67: Nomination Committee: Appointment of Jerry Greenberg
NOMINATION COMMITTEE • In 2015, the Committee proposed the Appointment of Mr. Jerry A. Greenberg as a member of the Supervisory Board • After cofounding Sapient in 1991 (with J. Stuart Moore), Jerry Greenberg was co-Chairman of its Board and co-Chief Executive Officer until 2006 • After launching se
Slide 68: Statutory Auditors' Reports
STATUTORY AUDITORS’ REPORTS
Slide 69: Reports Drawn Up by the Statutory Auditors
REPORTS DRAWN UP BY THE STATUTORY AUDITORS • For the Ordinary Shareholders’ General Meeting: • On parent company’s financial statements (1st resolution) • On consolidated financial statements (2nd resolution) • On related party agreements and commitments (5th, 6th, 7th, 8th and 9th resolution) • On
Slide 70: Reports Drawn Up by the Statutory Auditors
REPORTS DRAWN UP BY THE STATUTORY AUDITORS • For the Extraordinary Shareholders’ General Meeting: • On the reduction in capital by the cancellation of repurchased shares (17th resolution) • On the issue of ordinary shares or marketable securities with cancellation of preferential subscription rights
Slide 71: Reports on Consolidated Financial and Annual Statements
REPORTS ISSUED FOR THE ORDINARY SHAREHOLDERS’ GENERAL MEETING REPORTS ON CONSOLIDATED FINANCIAL AND ANNUAL STATEMENTS (dated February 12 and April 3, 2015) • Auditors’ opinion on financial statements Consolidated financial • Unqualified opinion statements • Justification of our assessments (chapter
Slide 72: Reports on Related Party Agreements and Commitments
REPORTS ISSUED FOR THE ORDINARY SHAREHOLDERS’ GENERAL MEETING REPORTS ON RELATED PARTY AGREEMENTS AND COMMITMENTS (dated April 3, 2015) Submitted to the approval • Agreements and commitments authorized during the past financial year: • Subscription agreement with several key players including Sociét
Slide 73: Report on the Report of the Chair of the Supervisory Board
REPORTS ISSUED FOR THE ORDINARY SHAREHOLDERS’ GENERAL MEETING REPORT ON THE REPORT OF THE CHAIR OF THE SUPERVISORY BOARD (dated April 3, 2015) • On the report of the Chair of the Supervisory Board on internal control and risk management • Chapter 2.1.6, page 54, 2014 Registration Document 73
Slide 74: Reports Issued for the Extraordinary Shareholders' General Meeting
REPORTS ISSUED FOR THE EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING (dated May 5 2015) • Reduction in capital by the cancellation of repurchased shares (17th resolution) • Issue of ordinary shares or marketable securities with cancellation of preferential subscription rights with the ability to deter
Slide 75: Q&A
Q&A
Slide 76: Voting of the Resolutions
VOTING OF THE RESOLUTIONS
Slide 77: 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: • « acknow
Slide 78: 1st Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 1ST RESOLUTION • Approval of the financial statements and statutory reports for fiscal year 2014 • Proposition to approve financial statements and statutory reports which show a loss of €3,006,653.05 1 = For 2 = Against 3 = Abstain 78
Slide 79: 2nd Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 2ND RESOLUTION • Approval of the consolidated financial statements for fiscal year 2014 • Proposition to approve the consolidated financial statements which show a net income of €734 million, of which €720 million is attributable to the Group
Slide 80: 3rd Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 3RD RESOLUTION • Allocation of income and declaration of dividend • Proposition to allocate income for fiscal year 2014 and distribute a dividend of €1.20 per share, up 9.1% from last year and corresponding to a 37.3% payout ratio • Dividend p
Slide 81: 4th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 4TH RESOLUTION • Option for payment of 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 €69.98 (1) • Options for payment of the dividend in s
Slide 82: 5th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 5TH RESOLUTION • Approval of agreements and commitments governed by Article L. 225-86 of the French Commercial Code (Code du Commerce) • Approval of a subscription agreement entered into between the Company and several lead managers, particula
Slide 83: 6th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 6TH RESOLUTION • Approval of agreements and commitments governed by Article L. 225-86 of the French Commercial Code (Code du Commerce) • Approval of the share purchase agreements entered into between the Company and Mrs. Elisabeth Badinter and
Slide 84: 7th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 7TH RESOLUTION • Approval of commitments governed by Article L. 225-90-1 of the French Commercial Code (Code du Commerce) • Approval of the commitments with regard to compensation of termination of membership in the Management Board, owed only
Slide 85: 8th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 8TH RESOLUTION • Approval of commitments governed by Article L. 225-90-1 of the French Commercial Code (Code du Commerce) • Approval of the commitments with regard to compensation of termination of membership in the Management Board, owed only
Slide 86: 9th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 9TH RESOLUTION • Approval of commitments governed by Article L. 225-90-1 of the French Commercial Code (Code du Commerce) • Approval of the commitments with regard to compensation on termination of membership in the Management Board, owed only
Slide 87: 10th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 10TH RESOLUTION • Opinion on the elements of compensation owed or paid to the Chairman of the Management Board, for the year ended December 31, 2014 • Pursuant to the recommendation of the AFEP-Medef corporate governance code, proposal to appr
Slide 88: 11th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 11TH RESOLUTION • Opinion on the elements of compensation owed or paid to members of the Management Board, for the year ended December 31, 2014 • Pursuant to the recommendation of the AFEP-Medef corporate governance code, proposal to approve t
Slide 89: 12th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 12TH RESOLUTION • Opinion on the elements of compensation owed or paid to members of the Management Board, for the year ended December 31, 2014 • Pursuant to the recommendation of the AFEP-Medef corporate governance code, proposal to approve t
Slide 90: 13th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 13TH RESOLUTION • Opinion on the elements of compensation owed or paid to members of the Management Board, for the year ended December 31, 2014 • Pursuant to the recommendation of the AFEP-Medef corporate governance code, proposal to approve t
Slide 91: 14th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 14TH RESOLUTION • Opinion on the elements of compensation owed or paid to members of the Management Board, for the year ended December 31, 2014 • Pursuant to the recommendation of the AFEP-Medef corporate governance code, proposal to approve t
Slide 92: 15th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 15TH RESOLUTION • Appointment of Mr. Jerry A. Greenberg as a member of the Supervisory Board for a term of 4 years 1 = For 2 = Against 3 = Abstain 92
Slide 93: 16th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 16TH RESOLUTION • Authorization to be granted to the Management Board entitling the Company to trade in its own shares 1 = For 2 = Against 3 = Abstain 93
Slide 94: 17th Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 17TH RESOLUTION • Authorization to be granted to the Management Board to reduce the capital by canceling treasury shares 1 = For 2 = Against 3 = Abstain 94
Slide 95: 18th Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 18TH RESOLUTION • Authorization to be granted to the Management Board to issue shares or equity securities with suspension of preemptive subscription rights and with the right to set the issue price 1 = For 2 = Against 3 = Abstain 95
Slide 96: 19th Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 19TH RESOLUTION • Delegation to be granted to the Management Board to issue shares or securities in consideration of contributions in kind made to the Company, within the limit of 10% of the share capital 1 = For 2 = Against 3 = Abstain 9
Slide 97: 20th Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 20TH RESOLUTION • Delegation of authority to be granted to the Management Board to decide to issue equity securities or securities that confer equity rights in the Company, suspending preemptive subscription rights in favor of members of
Slide 98: 21st Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 21ST RESOLUTION • Delegation of authority to be granted to the Management Board to decide to issue shares or securities that confer equity rights, suspending preemptive subscription rights, in favor of certain categories of beneficiaries
Slide 99: 22nd Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 22ND RESOLUTION • Early redemption of ORANE 1 = For 2 = Against 3 = Abstain 99
Slide 100: 23rd Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 23RD RESOLUTION • Amendment Company's Articles of Incorporation • Proposal to amend Article 13 V of the Company's Articles of Incorporation with regard to the minimum number of shares to be held by the members of the Supervisory Board by
Slide 101: 25th Resolution
PUBLICIS GROUPE - EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING 25TH RESOLUTION • Amendment of the Company's Articles of Incorporation • Proposal to amend Article 20, paragraph 2, of the Articles of Incorporation to comply with the new regulations, which set the deadline for share registration (inscri
Slide 102: 26th Resolution
PUBLICIS GROUPE - ORDINARY GENERAL SHAREHOLDERS’ MEETING 26TH RESOLUTION • Powers • Powers to carry out formalities. 1 = For 2 = Against 3 = Abstain 102
Slide 103: Combined General Shareholders' Meeting 2014
2014 Combined General Shareholders’ Meeting to a business, marketing, communication From a digital Leader… and transformation Leader Wednesday, May 27, 2015