Expert Corporate Governance Service (ECGS)
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Publicis Groupe - AGM and EGM 29 May 2019

ITEM 10: The remunerations granted to Mr. Sadoun in 2018 are quite balanced and the amounts are reasonable. Despite certain breaches concerning the Company’s disclosure regarding the weightings of the EPS and TSR criteria for calculating the bonus, the bonus seems aligned with the Company’s performance. Furthermore, criteria for the exceptional performance share plan related to the strategic plan “Sprint to the Future” are quite demanding and, especially, there is no grant if performance is below the median (which was not the case for the previous plans). Accordingly, we recommend to approve.  

ITEM 16: One significant change concerns the free share plan that is set for 2019 where the performance conditions grant shares even in the event where performance is below the median. Hence, the Company took a step back regarding the previous 2018 long-term incentive plan, which ECGS does not approve. Accordingly, we will not support this resolution.  

ITEMS 18 to 20: The Company seeks shareholder approval to appoint 3 independent members on the board. According to ECGS, the independence rate on board will increase from 41.7% to 61.5%. Hence, we recommend shareholders to approve.

Publicis Groupe S.A.,

Publicis is holding company. Through its subsidiaries, Co. is engaged in marketing, communication and digital transformation. Co. designs a customized package of services to meet each client's particular needs through a holistic and global approach. In addition, Co. provides financial markets with information concerning the relative size of each of the different business sectors for the sole purpose of allowing sector comparisons. Co.'s principal activities comprise four main categories: Digital, Advertising, Specialized Agencies and Marketing Services (SAMS) and Media.


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