Extract of the 2016 Registration Document

Transcription

1 Extract f the 2016 Registratin Dcument The english language versin f this reprt is a free translatin frm the riginal, which was prepared in French. All pssible care has been taken, t ensure that the translatin is an accurate presentatin f the riginal. Hwever, in all matters f interpretatin, views r pinin expressed in the riginal language versin f the dcument in French take precedence ver the translatin. 1

2 2.2 Reprt n Crprate fficers' cmpensatin Publicis Grupe has intrduced an stringent and attractive cmpensatin plicy, designed t mtivate emplyees t becme fully invlved in helping the Grup achieve its strategic gals and t ensure lng-term perfrmance. The cmpensatin structure is cmmunicated t emplyees, sharehlders and investrs in a clear and transparent manner. The fllwing infrmatin describes the philsphy and principles behind cmpensatin fr Crprate fficers. Since 2008, Publicis Grupe has referred t the Afep/Medef Crprate Gvernance Cde t draw up the cmpensatin reprt prvided fr in article L f the French Cmmercial Cde. In accrdance with article L f the French Cmmercial Cde, this reprt nw includes the principles and criteria fr the determinatin, distributin and allcatin f the fixed, variable and exceptinal elements f the ttal cmpensatin and benefits f all kinds due t Executive crprate fficers and Supervisry Bard members. The General Sharehlders' Meeting f May 31, 2017 will be called t apprve the cmpensatin plicies fr the 2017 financial year fr members f the Supervisry Bard and Management Bard (as detailed in Sectins , , , and belw). Fr such purpse, eight reslutins will be prpsed (eighth, eleventh, and fifteenth t twentieth reslutins). Reslutins f this nature will be submitted t the General Sharehlders' Meeting each year fr apprval under the terms set frth by law. If sharehlders at the General Meeting f Publicis Grupe S.A. fail t apprve these reslutins, cmpensatin shall be determined in accrdance with cmpensatin granted in the previus year, r in the absence f cmpensatin granted in the previus year, in accrdance with Cmpany plicy. Please nte that payment in 2018 f the variable and exceptinal elements f cmpensatin in respect f financial year 2017 which are set frth belw fr the Chairman f the Supervisry Bard, Chairman f the Management Bard, and members f the Management Bard, will be subject t apprval frm the Ordinary General Sharehlders' Meeting fr these elements f cmpensatin as prvided fr in article L f the French Cmmercial Cde. In additin, pursuant t article 26 f the Afep/Medef Crprate Gvernance Cde, elements f the cmpensatin due r paid t the Chairman f the Supervisry Bard, Chairman f the Management Bard and members f the Management Bard in respect f financial year 2016 will be submitted t the General Sharehlders' Meeting f May 31, 2017 fr pinin (see Sectin , belw) Cmpensatin f the Supervisry Bard members Supervisry Bard decisins related t cmpensatin are made after btaining the pinin f the Cmpensatin Cmmittee. The fllwing infrmatin will set frth the general principles f cmpensatin, and principles specific t the Chairman and Vice-Chairpersn f the Supervisry Bard Cmpensatin plicy fr members f the Supervisry Bard The cmpensatin plicy fr members f the Supervisry Bard f Publicis Grupe SA aims t reward the expertise, invlvement and independence f its members, against the backdrp f their ever-increasing cmmitment. Overall budget fr attendance fees The ttal amunt f attendance fees allcated t members f the Supervisry Bard is determined by the Publicis Grupe SA s General Sharehlders Meeting. The Grup s General Sharehlders Meeting f May 28, 2014 set an annual envelpe f eur 1.2 millin fr attendance fees fr members f the Supervisry Bard, valid fr each financial year and until a new decisin by sharehlders. Ging beynd the recmmendatins f the Afep-Medef Crprate Gvernance Cde, the Supervisry Bard decided that the allcatin f attendance fees amng the members f the Supervisry Bard will be slely based n actual attendance at Supervisry Bard and cmmittee meetings. In accrdance with the ttal maximum budget fr attendance fees apprved by the General Sharehlders Meeting, each member f the Supervisry Bard receives 5,000 fr each Supervisry Bard meeting and each cmmittee meeting attended. Fr yur infrmatin, the ttal amunt f attendance fees used in 2016 was 65%. Exceptinal cmpensatin Accrding t article 17 III f the Cmpany's bylaws, the Supervisry Bard may grant, in accrdance with applicable laws, exceptinal cmpensatin fr specific assignments and duties entrusted t its members. This cmpensatin shall be determined by the Supervisry Bard by taking int accunt the length and cmplexity f the assignment after btaining the Cmpensatin Cmmittee's pinin. Fr yur infrmatin, this ptin was nt used in This cmpensatin plicy f Supervisry Bard members will be subject t the apprval (ex ante vte) f the General Sharehlders' Meeting f May 31, 2017 in its fifteenth reslutin. 2

3 Cmpensatin plicy fr the Chairman and Vice-Chairpersn f the Supervisry Bard In accrdance with article 17 I f the Cmpany's bylaws, the Chairman and Vice-Chairpersn may, in additin t attendance fees, receive specific cmpensatin in respect f these duties (which are nt included in the ttal annual amunt f attendance fees). The amunt f this cmpensatin will be determined by the Supervisry Bard by taking int accunt market levels, upn the Cmpensatin Cmmittee's prpsal. The cmpensatin awarded is a fixed amunt, and excludes variable elements, additinal benefits, and stck-based incentives. The grss fixed cmpensatin fr Élisabeth Badinter as Chairpersn f the Supervisry Bard, is 240,000 (grss) per year. This cmpensatin has remained unchanged since Sphie Dulac des nt receive any cmpensatin as Vice-Chairpersn. Fllwing the annuncement n January 26, 2017 f the Supervisry Bard's decisin t appint Arthur Sadun effective frm June 1, 2017 t succeed Maurice Lévy as Chairman f the Management Bard f Publicis Grupe SA, Élisabeth Badinter prpsed Maurice Lévy t jin the Supervisry Bard and succeed her as Chairman. Élisabeth Badinter wuld be appinted Vice-Chairpersn. The appintment f Maurice Lévy as a member f the Cmpany's Supervisry Bard will be submitted t the General Sharehlders' Meeting f May 31, Élisabeth Badinter will nt receive any cmpensatin in her capacity as Vice-Chairpersn f the Supervisry Bard effective frm June 1, Élisabeth Badinter des nt have an emplyment cntract with Publicis Grupe SA r any f its subsidiaries. This cmpensatin plicy fr the Chairpersn f the Supervisry Bard is subject t the apprval f the General Sharehlders' Meeting (ex ante vte) f May 31, 2017 in its sixteenth reslutin. The cmpensatin plicy fr Maurice Lévy as Chairman f the Supervisry Bard is detailed in Sectin B belw, and is subject t the apprval f the General Sharehlders' Meeting (ex ante vte) f May 31, 2017 in its eighth reslutin Amunts paid in 2016 t members f the Supervisry Bard The ttal cmpensatin including all benefits f any kind paid during the financial year ended December 31, 2016 t each member f the Supervisry Bard, bth by the Cmpany and by the cmpanies cntrlled by the Cmpany as defined by article L f the French Cmmercial Cde, is indicated hereafter. Fr certain members f the Supervisry Bard, this cmpensatin includes bth a fixed salary and variable cmpensatin. Ttal cmpensatin is expressed in eurs. The amunts indicated are grss amunts befre deductins relating t taxes r scial charges. 3

4 COMPENSATION (IN EUROS) PAID DURING 2016 TO MEMBERS OF THE SUPERVISORY BOARD (GROSS AMOUNTS BEFORE SOCIAL SECURITY AND TAXES) 2016 Ttal grss cmpensatin : Fixed salary Variable cmpensatin Attendance fees Benefits in kind 2015 Ttal grss cmpensatin Including fixed salary Élisabeth Badinter 295, ,000-55, , ,000 Sphie Dulac 35, ,000-55,000 - Simn Badinter 35, ,000-55,000 - Claudine Bienaimé 105, , ,000 - Michel Cicurel 65, ,000-95,000 - Hélène Plix (1) 30, ,000-90,000 - Amaury de Seze (2) 70, ,000-80,000 - Henri-Calixte Suaudeau (3) 25, ,000-65,000 - Gérard Wrms (4) 35, ,000-95,000 - Vérnique Mrali 75, ,000-85,000 - Marie-Jsée Kravis 50, ,000-60,000 - Marie-Claude Mayer (5) 370, ,000 70,000 50, , ,000 Jean Charest 50, ,000-50,000 - Jerry Greenberg (6) 30, , (1) End f term f ffice as a member f the Supervisry Bard n May 27, (2) End f term f ffice as a member f the Supervisry Bard n May 25, (3) End f term f ffice as a member f the Supervisry Bard n May 27, (4) End f term f ffice as a member f the Supervisry Bard n May 27, (5) Marie-Claude Mayer, member f the Supervisry Bard, has an emplyment cntract with Publicis Cnseil. (6) Appintment as member f the Supervisry Bard n May 27, The summary table f the elements f cmpensatin awarded fr the year ended December 31, 2016 t Élisabeth Badinter in Sectin belw will be submitted t the General Sharehlders' Meeting f May 31, 2017 fr pinin in its tenth reslutin in accrdance with the Afep/Medef Crprate Gvernance Cde f Nvember Cmpensatin structure fr Maurice Lévy Cmpensatin fr Maurice Lévy in respect f the 2016 fiscal year Cmpensatin mechanism As prpsed by Maurice Lévy, cmpensatin fr the Chairman f the Management Bard des n lnger include a fixed part and is be entirely variable and linked t Publicis Grupe perfrmance frm January 1, 2012 t December 31, The Chairman f the Publicis Grupe SA Management Bard receives n ther element f cmpensatin: he benefits frm n share-based cmpensatin prgrams put in place fr the benefit f the ther Grup executives and he has n supplementary pensin plan r lump-sum severance payment. The cmpensatin f the Chairman f the Management Bard is calculated based n a theretical maximum f 6 millin. Hwever, ttal annual cmpensatin cannt exceed 5 millin. Accrding t actual perfrmance and t the assessment f the qualitative targets reached, Maurice Lévy s cmpensatin can therefre vary frm 0 t 5 millin. These cnditins were set as f January 1, 2012 and maintained during his last reappintment n September 15, CRITERIA CHOSEN FOR ASSESSING PERFORMANCE The cmpensatin f Maurice Lévy is based n financial and stck exchange perfrmance criteria, essentially based n a cmparisn with the main cmpetitrs f Publicis Grupe (Omnicm, WPP and IPG) and n nn-financial, individual perfrmance criteria annually defined by the Supervisry Bard, fllwing a prpsal made by the Cmpensatin Cmmittee depending n bjectives cnsidered as majr fr the future f the Grup. 4

5 The cmpensatin f the Chairman f the Management Bard is thus based n three types f criteria: three financial criteria taking int accunt the develpment f the Grup s grwth and prfitability cmpared with thse f a peer grup cnsisting f three ther leading glbal cmmunicatin grups (Omnicm, WPP and IPG): the Grup s rganic revenue grwth, the net incme rate versus Grup revenue, and the rate f change f the net incme per diluted share f the Grup (earnings per share r EPS ), cmparing the EPS f the financial year and the average EPS f the previus tw financial years; a criterin f value creatin fr the sharehlder: TSR (Ttal Sharehlder Return) reflecting the variatin f the share price f Publicis Grupe between the start and end f the related financial year cncerned (n the basis f the average f the first listed prices recrded in the last 20 sessins f the year, cmpared with the average f the first listed prices in the first 20 sessins in the year), increased by the amunt f the dividends paid during the financial year. This criterin is directly linked t the immediate interests f sharehlders. These fur financial and stck exchange perfrmance criteria were chsen by the Supervisry Bard, fllwing the prpsal f the Cmpensatin Cmmittee, because they best express the quality f the Cmpany s perfrmance. Three ut f fur criteria are measured in cmparisn with the main cmpetitrs f Publicis Grupe, t encurage ver-perfrmance; nn-financial individual criteria in rder t value the implementatin f key strategic actins which will yield lng-term effects crrespnding t a third f the verall weight f the criteria. Each year the Supervisry Bard decides n the strategic bjectives assigned t Maurice Lévy. Fr 2016, these individual criteria fcused equally weighted n the fllwing: full and peratinal implementatin f the new rganizatin that arse frm the Grup's transfrmatin; and finalizatin f the successin plan. CRITERIA WEIGHTING AND MEASUREMENT OF THE FINANCIAL AND STOCK EXCHANGE PERFORMANCE weighting: financial and stck exchange criteria accunt fr tw-thirds f the theretical cmpensatin f the Chairman f the Management Bard: - 3/4 f this ttal amunt is attributed n the basis f rganic grwth and net prfit criteria, bth equally weighted - 1/4 f this ttal amunt is attributed n the basis f earnings per diluted share and TSR, each ne being taken int accunt n an equal basis, the nn-financial individual criteria tgether accunt fr a third f the cmpensatin, with each criterin having the same weight; perfrmance relating t each criterin, and the cmpensatin t which this perfrmance cnfers entitlement, is assessed separately, with each criterin being independent frm the thers; the cmpensatin t be paid in respect f each f the financial and stck exchange criteria is surrunded by a minimum perfrmance threshld, belw which the cmpensatin in respect f the criterin in questin is zer, and a maximum cap that must be reached t achieve payment f the maximum crrespnding amunt. These threshlds and caps are shwn in the table belw: Financial criteria Rate f rganic grwth Net incme rate Evlutin in the rate f diluted earnings per share Minimum perfrmance/cmpensatin threshld 80% f the average rate f rganic grwth f the peer grup 80% f the highest peer grup rate 80% f the average peer grup rate Maximum perfrmance/cmpensatin threshld Equal t r greater than 120% f the average rate f the peer grup Equal t r greater than the highest rate f the peer grup Equal t r greater than the average rate f change f the peer grup TSR Zer r negative Psitive Fr the first three criteria, belw the minimum perfrmance threshld, n cmpensatin is paid and between the tw limits (minimum and maximum) the cmpensatin t be paid is calculated in a linear manner between 0 and the maximum amunt. STABILITY OF THE FINANCIAL PERFORMANCE CONDITIONS The Supervisry Bard cnsiders that cnsistency in the perfrmance cnditins is ne f the factrs fr creating lng-term value. Therefre the criteria f rganic grwth f revenue and net incme rate f the Grup cmpared with thse f the Grup s main cmpetitrs have been used as the basis fr the calculatin f Maurice Lévy s cmpensatin fr ver ten years. With regard t the ther tw criteria (rate f net prfit per diluted share and the change in the TSR), they were added in 2012 when the structure fr the cmpensatin f the Chairman f the Management Bard was mdified in rder t maintain a strng alignment f interest with the sharehlders. These tw new parameters were applied t financial years 5

6 frm 2013 t In ttal, the Supervisry Bard cnsequently wanted t base the cmpensatin f the Chairman f the Management Bard n diversified, financial and nn-financial criteria, representative f the results t be achieved regarding crucial dimensins fr the future f Publicis. The need fr Publicis Grupe t utperfrm its main cmpetitrs (s that the maximum amunt pssible culd be attributed) illustrates the demanding nature f the financial bjectives in respect f which the extent f achievement is measured in a cmpletely transparent manner n the basis f well-knwn figures r figures published by Publicis Grupe as they are by its cmpetitrs. MEASURING PERFORMANCE IN THE 2016 FINANCIAL YEAR In terms f financial criteria, perfrmance is calculated based n figures published by the cmpanies in the benchmark grup (Omnicm, WPP and IPG). Fr individual nn-financial criteria, perfrmance was assessed by the Cmpensatin Cmmittee, and then by the Supervisry Bard by examining in detail the achievements f the financial year in each f the tw areas cnsidered. The Bard, n the Cmpensatin Cmmittee's recmmendatin, nted that the rganizatin that arse frm the transfrmatin decided in 2015 was actually implemented in This transfrmatin has been far-reaching and difficult as it challenges bth the prcesses and the staff. It has invlved vercming a number f bstacles, including psychlgical nes, but the planned rganizatin, barring a few adjustments, is in place and peratinal. It even began generating its first prfits frm the very first year. The Cmmittee cnsiders this t be an exceptinal perfrmance. Cnsistent with the target, the successin plan was prepared thrughut 2016 with the Appintments Cmmittee, and harmniusly and cnsensually with the Supervisry Bard and Grup management, up until it was annunced in January The entire plan was warmly received by bth analysts and clients. Publicis Grupe criteria Perfrmance level Amunt f variable cmpensatin Rate f rganic grwth Net incme rate Organic grwth fr Publicis Grupe was 0.7%, which represented 18.1% f the average rate f rganic grwth f the peer grup Publicis Grupe shwed a net incme rate f -5.4% Rate f change f diluted earnings per share The change in the rate f diluted earnings per share between 2016 and the average fr the 2014 and 2015 financial years was negative N cmpensatin N cmpensatin N cmpensatin TSR The TSR was ,000 Nn-financial individual criteria Objectives reached 100% 2,000,000 Cmpensatin paid in 2017 fr financial year 2016 On March 1, 2017, having heard the recmmendatins f the Cmpensatin Cmmittee, the Supervisry Bard set the variable cmpensatin fr 2016 payable in 2017 t the Chairman f the Management Bard as fllws: fr financial criteria: 500,000, i.e. 12.5% f the theretical maximum amunt; fr individual nn-financial criteria: 2,000,000 (100% f theretical maximum amunt); i.e. a ttal grss amunt f 2,500,000. Emplyment cntract The emplyment cntract entered int with Maurice Lévy at the time f his arrival at the Grup in 1971 has since been perfrmed by varius Grup cmpanies, and lastly by Publicis Cnseil, where this cntract had been suspended since Maurice Lévy s appintment as Chairman f the Management Bard n January 1, Fllwing the end f his term fr the perid between 2008 and 2011, Maurice Lévy decided t terminate his appintment as Chairman and Chief Executive Officer f Publicis Cnseil and his emplyment cntract. Nn-cmpete agreement f the Chairman f the Management Bard Under the nn-cmpete agreement signed by Maurice Lévy, Mr. Lévy will nt, fr at least three years fllwing the terminatin f his duties as Chairman f the Management Bard f Publicis Grupe SA, fr any reasn whatsever, wrk in any manner whatsever with a cmpany perating in the field f advertising, and mre generally with a cmpetitr f Publicis, nr can he invest in a cmpetitr f Publicis. In cnsideratin f the bservance f this nn-cmpete agreement, Maurice Lévy shall receive a ttal amunt equal t 18 mnths f ttal grss cmpensatin (fixed cmpensatin and maximum variable cmpensatin as defined by the Supervisry Bard n March 17, 2008), paid in equal mnthly advance installments f 150,000 ver the perid cvered by the nn-cmpete clause, i.e. 5,400,000 (grss) in ttal fr the three years. This nn-cmpete agreement, authrized by the Supervisry Bard n March 17, 2008 and apprved by a very large majrity f 99.85% at the General Sharehlders Meeting f June 3, 2008, cntinues its effects withut any change after the start f the new term f ffice f the Chairman f the Management Bard n January 1, 2012 and its renewal n September 15,

7 The table summarizing the remuneratin package due r awarded t Maurice Lévy fr the perid ended December 31, 2016 and appearing in Sectin belw will be submitted fr apprval at the General Sharehlders' Meeting f May 31, 2017 in the eleventh reslutin, in accrdance with the Afep-Medef Cde f Nvember Cmpensatin f Maurice Lévy in respect f the 2017 fiscal year A. Cmpensatin f Maurice Levy as Chairman f the Management Bard until May 31, 2017 Since January 1, 2012, Maurice Lévy's cmpensatin as Chairman f the Management Bard has been entirely variable and related t achieving financial perfrmance criteria f the Grup, and related t nn-financial individual criteria. Hwever, since his term as Chairman f the Management Bard will end n May 31, 2017, the Supervisry Bard has fund it impssible t measure the Grup s perfrmance fr nly the first five mnths f The Supervisry Bard f Publicis Grupe SA therefre decided t extend the amunt f the cmpensatin btained fr financial year 2016 and t prrate it ver This cmpensatin plicy fr Mr. Maurice Lévy as Chairman f the Management Bard fr 2017 is subject t apprval by the General Sharehlders' Meeting (ex ante vte) f May 31, 2017 in the eleventh reslutin. B. Cmpensatin f Maurice Lévy as Chairman f the Supervisry Bard beginning June 1, 2017 Mr. Maurice Lévy's term f ffice as Chairman f the Management Bard will expire at the end f the General Sharehlders' Meeting f May 31, At this crucial mment in the histry f the Publicis Grupe, cmbining the successin f Maurice Lévy with the transfrmatin f the Grup, the Supervisry Bard has asked Maurice Lévy t take an active rle in supprting the transitin and t that end wishes t appint Mr. Lévy Chairman f the Supervisry Bard as f June 1, The appintment f Maurice Lévy as a member f the Supervisry Bard f the Cmpany is subject t apprval f the General Sharehlders' Meeting f May 31, In his new rle as Chairman f the Supervisry Bard, Mr. Lévy wuld assist, thugh withut perating respnsibility, the new Management Bard in this phase f gradual transitin, and mre specifically, maintain with the Grup's majr clients the relatinship f trust established in many cases decades ag, be cnsulted by the members f the Management Bard abut all imprtant ccurrences, crdinate effrts made with the public authrities in cuntries where Publicis perates and give the Grup the benefit f his 46 years f experience. In cnsideratin f this investment and waiving the grss annual nn-cmpete cmpensatin f 1,800,000 fr three years which he received under his nn-cmpete agreement authrized by the Supervisry Bard n March 17, 2008 and apprved by the General Sharehlders' Meeting f June 3, 2008, the Supervisry Bard wuld set the grss annual cmpensatin f Mr. Levy as Chairman f the Supervisry Bard beginning June 1, 2017 at 2,800,000. This cmpensatin plicy fr Mr. Lévy as Chairman f the Supervisry Bard is subject alng with his appintment t the Supervisry Bard t apprval by the General Sharehlders' Meeting (ex ante vte) f May 31, 2017 in the eighth reslutin Cmpensatin f the Management Bard In accrdance with article 10 IV f the Cmpany's bylaws, cmpensatin fr the Chairman and members f the Management Bard will be set by the Supervisry Bard and reviewed n the recmmendatin f the Cmpensatin Cmmittee. Fr members f the Management Bard ther than the Chairman, the Chairman f the Management Bard shall make prpsals t the Cmpensatin Cmmittee Cmpensatin plicy regarding the Management Bard The cmpensatin plicy f the Publicis Grupe SA Management Bard aims t align the interests f the Grup s Executives with thse f the sharehlders by establishing a clear link between perfrmance and cmpensatin. Within this cntext, its essential purpse is t encurage the achievement f ambitius bjectives and create value n a lng-term basis, by setting stringent perfrmance criteria. In rder t d s, the cmpensatin structure f the Publicis Grupe SA Executives is mainly based n variable cmpensatin directly linked t their individual perfrmance as well as their cntributin t Grup perfrmance. Furthermre, it is based n an in-depth analysis f market trends bserved in France and abrad, bth in majr internatinal cmpanies in general and, mre specifically, in the cmpanies cmpeting with Publicis Grupe in terms f bth business and talents. It shuld be nted that the main cmpetitrs f Publicis Grupe are American and British cmpanies. This cmpensatin plicy is based n the fllwing bjectives: attract, develp, retain and mtivate the mst talented individuals in a sectr fundamentally based n the quality f emplyees, and where cmpetitin fr talent is particularly fierce, especially in the cntext f the digital transfrmatin, underway thrughut the industry; encurage the management t achieve a level f perfrmance which is high, grwing and lng-lasting within a very cmpetitive envirnment, where new players frm cnsulting r technlgical firms have becme direct cmpetitrs f Publicis Grupe. 7

8 It is guided by three principles: a cmpetitive and cherent cmpensatin package with regard t market trends; internal equality, based n individual and cllective perfrmance, in rder t ensure fair and balanced cmpensatin reflecting the level f individual success f each persn, measured bth quantitatively and qualitatively; achieving all the shrt, medium and lng-term financial and perating results directly linked with the Grup s strategic bjectives and fr the benefit f all stakehlders, ur custmers, ur emplyees and ur sharehlders. These principles apply t all Grup Executives and are adapted based n the gegraphical lcatin f the individuals, and take int cnsideratin the differences in terms f regulatins, market practices and the cmpetitive envirnment. Cmpensatin fr the Management Bard may include the fllwing elements: FIXED COMPENSATION The fixed salary is determined by taking int accunt: the scpe f respnsibility and its cmplexity; the career path and experience f the persn hlding the psitin; cnsistency in relatin t the ther Grup functins (internal equality); market practice fr identical r cmparable psitins (external cmpetitiveness). The level fixed cmpensatin is reviewed every tw years, fr the Management Bard members and fr the ther Grup Executives in rder t regularly assess its relevance and cmpetitiveness. Cmpensatin fr Management Bard members is generally reassessed at relatively lng intervals, in accrdance with the Afep/Medef Crprate Gvernance Cde, and when such a revisin is justified, fr example in the event f a change in scpe r an adjustment relative t market practices. ANNUAL VARIABLE COMPENSATION Variable cmpensatin is intended t represent a substantial part f the verall annual cmpensatin f executives, if set bjectives are achieved. It encurages them t utperfrm as it rewards bjectives when they are exceeded. Annual variable cmpensatin is subject t financial and nn-financial perfrmance cnditins. N minimum amunt is guaranteed. It is calculated n a pr rata basis frm the year f the start f the term f ffice t the year f the end f the term f ffice. It is based n several, quantifiable criteria assessed separately and takes int accunt: the Grup's verall perfrmance (rganic grwth and perating margin) and/r the perfrmance f the netwrk t which the beneficiary belngs; achieving the persnal bjectives f the manager assessed a psteriri by taking int accunt the items f cntext in which the perfrmance was achieved. These parameters are determined in advance fr each financial year and prpsed by the Cmpensatin Cmmittee t the Supervisry Bard fr apprval. Detailed elements f annual variable cmpensatin are explained belw in Sectin fr the future Chairman f the Management Bard and Sectin t fr the ther present and future members f the Management Bard. VARIABLE LONG-TERM COMPENSATION The share-based cmpensatin prgram shuld incentivize n a lng-term basis. It is subject t stringent perfrmance cnditins t develp the lyalty f thse hlding key psitins within the rganizatin while encuraging executives ver the lng term in a cmmunity f interests with Publicis Grupe SA sharehlders (see Sectin 4.6 Nte 28 t the cnslidated financial statements). Free share plan Management Bard members can benefit frm tw types f share-based cmpensatin prgrams awarded every three years: Three-year lng-term incentive plan, called "Management Bard LTIP": Under this plan, Management Bard members are awarded free shares subject t the fulfillment f perfrmance and cntinued presence cnditins. Perfrmance: free shares are subject t perfrmance criteria that are measured fllwing a three-year perid, such that the ttal number f shares awarded will depend n the grwth and prfitability bjectives attained at the end f the perid under review. The shares ultimately awarded in accrdance with the level f attainment f these perfrmance targets will be deliverable at the end f the three-year perid, subject t the fulfillment f the ther cnditins. Presence: free shares are subject t a cntinued presence, during the three-year vesting perid. Three-year free share plan called "LinLead": Under this plan, sharehlding members f the Management Bard are awarded free shares, subject t the fulfillment f perfrmance and presence cnditins, as well as a cmmitment t persnally investing in Publicis shares. 8

9 Perfrmance: free shares are subject t perfrmance criteria that are measured fllwing a three-year perid, namely achieving r exceeding a target perating margin set in the annual budget, as well as achieving a certain rate f rganic grwth and an perating margin cmpared t a peer grup f cmpanies cmpeting with Publicis. In additin, a prtin f these shares is subject t market perfrmance cnditins: Publicis Grupe SA share price after the plan's previus year-end clsing in relatin t the price at grant date. The ttal number f shares delivered will depend n the attainment f all these criteria fr the perid under review. Presence: free shares are subject t the fulfillment f a cntinued presence, during the three-year vesting perid. The characteristics f these plans fr Management Bard members are as fllws: Type f plan LTIP Perfrmance cnditins Organic grwth rate f Publicis Grupe cmpared t a peer grup Operating margin f Publicis Grupe cmpared t a peer grup Type f perfrmance cnditins Relative perfrmance cmpared t a peer grup Omnicm, WPP, IPG, Publicis Grupe Weighting 50% f shares awarded 50% f shares awarded Vesting criteria f the peer grup average: 100% f the shares delivered 80% f the peer grup average: 0 Between 80% and 100%: number f shares delivered is reduced by 5% fr each 1% f perfrmance recrded belw 100% Highest margin cmpared t the peer grup: 100% f the shares delivered Margin in 2 nd psitin: 50% Margin in 3 rd psitin: 15% Margin in 4 th psitin: 0% Perfrmance perid Fllwing a three-year perid after which perfrmance is calculated 9

10 Type f plan LinLead Perfrmance cnditins Organic grwth rate f Publicis Grupe cmpared t a peer grup Operating margin f Publicis Grupe cmpared t a peer grup Operating margin in value terms attained (millin f eurs) as set ut in the Publicis Grupe's budget Type f perfrmance cnditins Relative perfrmance cmpared t a peer grup Omnicm, WPP, IPG, Publicis Grupe Abslute internal perfrmance Weighting 25% f shares awarded 25% f shares awarded 50% f shares awarded Vesting criteria f the peer grup average: 100% f the shares delivered 80% f the peer grup average: 0 Between 80% and 100%: number f shares delivered is reduced by 5% fr each 1% f perfrmance recrded belw 100% Highest margin cmpared t the peer grup: 100% f the shares delivered Margin in 2 nd psitin: 50% Margin in 3 rd psitin: 15% Margin in 4 th psitin: 0% = t target margin: 100% f the shares delivered N shares will be delivered if the margin achieved is less than 50 millin r mre cmpared t the target range Between this threshld f - 50 millin f the target and the margin set ut in the budget: straight-line calculatin f the number f shares delivered If > than the target margin with a maximal perfrmance ceiling f 150 millin: perfrmance shares fr generating returns in excess f a set target are delivered Perfrmance perid Fllwing a three-year perid fr which perfrmance is calculated STRINGENT CRITERIA These criteria are particularly stringent because they are based n an assessment relating t perfrmance (encuraging the Publicis Grupe management t deliver the best figures in the market) and n cmplete transparency, as the results are measured n the basis f public data fr the mst part. Publicis Grupe demnstrates bth the demands and the reality f the expected perfrmance. The rate f achievement bserved ver the past three years clearly shws the ambitius nature f ur plans. The perfrmance cnditins applied are adapted and stringent, while allwing the plans t be a way t mtivate and retain Publicis Grupe's Executives. The rates f attainment f perfrmance cnditins fr plans awarded in 2013 demnstrate that grants are based n strict cnditins and that they are cnsistent with sharehlders' interests ver the lng term. Plan LinLead2 Management Bard LTIP : Percentage 50% 53.2% STABILITY OF THE PERFORMANCE CONDITIONS The Supervisry Bard cnsiders that cnsistency in the perfrmance cnditins is ne f the factrs fr creating lng-term value. This is why the perfrmance criteria cncerning rganic revenue grwth and the Grup s perating margin have been put in place since The third criterin relating t attaining the peratinal margin in value terms set ut in the budget fr each year f the plan has been added t the tw histrical criteria fr the LinLead3 plan. UNIQUENESS OF THE PERFORMANCE CONDITIONS The same perfrmance cnditins are used fr all f the Grup's lng-term cmpensatin prgrams, whether they relate t Management Bard members r ther executives. The aim is t ensure perfect chesin amng Publicis Grupe s entire management team. 10

11 VESTING PERIOD In rder t favr the retentin f executives, n shares are acquired by the beneficiaries befre they have been wrking in the Grup fr a defined perid f time, and subject t the perfrmance cnditins being satisfied. This perid is three years. CONTINUED PRESENCE CONDITION Except in the specific case f death, disability r retirement, r in exceptinal circumstances explained by the Supervisry Bard and made public, the acquisitin f shares is subject t cmpliance with the cntinued presence cnditin fr Management Bard members until the end f the vesting perid. This cnditin may nly be waived n a prrata basis upn apprval f the Supervisry Bard after btaining the pinin f the Cmpensatin Cmmittee. MAXIMUM SHARE GRANT LEVEL Free share grants t Management Bard members are limited t 0.3% f the Cmpany's share capital and this ceiling is far frm being reached cnsidering the actual level f shares acquired fllwing the perfrmance perid. This ceiling is verarching and cmmn t the 0.3% ceiling fr stck ptins. MANDATORY HOLDING The Supervisry Bard has decided that, in additin t the specific rules in the LTIP and LinLead plans, Management Bard members must maintain wnership f 20% f the shares they were awarded in registered frm thrughut their term f ffice. In additin, in accrdance with the Afep/Medef Crprate Gvernance Cde, Management Bard members undertake nt t use hedging instruments n shares t be received r shares received but which are nn-transferable. GRANT FREQUENCY N share grants are planned in 2017, as the LTIP and LinLead3 plans were awarded in 2016 fr a three-year perid, and the next grant is scheduled fr Stck ptins The Management Bard reserves the right t grant stck ptins under authrity granted by the General Sharehlders' Meeting f May 25, These grants are limited t 0.3% f the Cmpany's share capital. This ceiling is verarching and cmmn t the 0.3% ceiling fr free share plans. SUPPLEMENTARY PENSION PLAN The Grup has nt elected t implement a supplementary pensin plan fr Bard members prvided fr under the French system. COLLECTIVE HEALTH AND WELFARE INSURANCE AND SYSTEMS Management Bard members may benefit frm cllective health and welfare insurance based n applicable lcal regulatins. UNEMPLOYMENT INSURANCE FOR CORPORATE OFFICERS Implementing private insurance cverage is currently under review fr Management Bard members subject t the French system wh might nt be able t benefit frm the cmpulsry unemplyment insurance fr emplyees. EMPLOYMENT CONTRACT The members f the Management Bard, with the exceptin f the Chairman f the Management Bard, may be bund by an emplyment cntract t a Grup subsidiary. The emplyment cntract f the Chairman f the Management Bard will be suspended during the curse f his term. This cntract may als be terminated thrugh departure by mutual agreement r the emplyee's resignatin. SEVERANCE PAY The members f the Management Bard may be entitled t severance pay in case f impsed departure, granted in accrdance with current law and the Afep/Medef Crprate Gvernance Cde. In accrdance with said cde, the cumulative amunt f the severance pay and nn-cmpete cmpensatin may nt exceed twenty-fur mnths f ttal cmpensatin (fixed and variable cmpensatin). NON-COMPETE AGREEMENT The members f the Management Bard may be bund by a nn-cmpete agreement and benefit frm nn-cmpete cmpensatin in accrdance with current law and the Afep/Medef Crprate Gvernance Cde. The Supervisry Bard reserves the right t frg this cmmitment. In accrdance with said cde, the cumulative amunt f the severance pay and nn-cmpete cmpensatin may nt exceed twenty-fur mnths f ttal cmpensatin (fixed and variable cmpensatin). OTHER ELEMENTS Management Bard members may be entitled t benefits based n lcal regulatins and cmpensatin practices, such as the use f a Grup cmpany car. Where a member f the Management Bard has been hired frm utside the Grup, the Supervisry Bard may decide t cmpensate the lss f benefits, in whle r in part, due t his r her leaving the previus emplyer. 11

12 The quantified, specific cmpnents f the cmpensatin f each member and future member f the Management Bard frm June 1, 2017 frward are detailed in the fllwing sectins Cmpensatin f Arthur Sadun, Chairman f the Management Bard frm June 1, 2017 The cmpensatin f Arthur Sadun is set in accrdance with the cmpensatin plicy described in Sectin abve. A. Cmpensatin f Arthur Sadun frm June 1, 2017 The Supervisry Bard vted t submit t the General Sharehlders' Meeting f May 31, 2017 in the seventeenth reslutin the principles and criteria used in setting the cmpensatin f Arthur Sadun beginning June 1, 2017 as Chairman f the Management Bard. ANNUAL FIXED COMPENSATION The grss fixed salary f Arthur Sadun as Chairman f the Management Bard f the Publicis Grupe SA will ttal 1,000,000 per year effective frm June 1, STRUCTURE OF THE VARIABLE COMPENSATION The Supervisry Bard, upn the Cmpensatin Cmmittee's recmmendatin, decided that the variable part f his cmpensatin, effective frm June 1, 2017, f a target amunt f up t 200% f his fixed salary, will be based n: The variable cmpensatin f Arthur Sadun is based n financial and stck exchange perfrmance criteria, essentially based n a cmparisn with the main cmpetitrs f Publicis Grupe (Omnicm, WPP and IPG) and n nn-financial individual perfrmance criteria cnsidered as majr fr the develpment f the Grup. The cmpensatin f the Chairman f the Management Bard is thus based n tw types f criteria: three financial criteria and a value creatin criterin crrespnding t 75% f the verall weight f the criteria, taking int accunt the develpment f the grwth and prfitability f Publicis Grupe cmpared with that f a peer grup cnsisting f three ther leading glbal cmmunicatin grups (Omnicm, WPP and IPG): the Grup's rganic revenue grwth fr 25%, the perating margin (the highest in the market) fr 25%, and fr 25%, the rate f change f the Grup's net incme per diluted share (earnings per share r "EPS"), cmparing the EPS f the financial year and the average EPS f the tw previus financial years and the TSR (Ttal Sharehlder Return) which reflects the variatin f the share price f Publicis Grupe SA between the start and the end f the financial year under review (n the basis f the average f the first listed prices recrded in the last 20 sessins in the year, cmpared t the average f the first listed prices in the first 20 sessins f the year), increased by the amunt f the dividends paid during the financial year. This criterin is directly linked t the immediate interests f sharehlders. These financial and stck exchange perfrmance criteria were chsen by the Supervisry Bard, fllwing the prpsal f the Cmpensatin Cmmittee, because they best express the quality f the Cmpany s perfrmance. Three ut f fur are measured in cmparisn with the main cmpetitrs f Publicis Grupe, they encurage ver-perfrmance; nn-financial individual criteria crrespnding t 25% f the verall weight f the criteria in rder t value the implementatin f strategic actins which will yield lng-term effects n the Grup's develpment: VARIABLE LONG-TERM COMPENSATION 8% fr implementatin f "The Pwer f One" 9% fr implementatin f the Big Data sftware 8% fr creating and reinfrcing t senir management team, Executive Cmmittee and ther grups f executives Since the frequency f share-based cmpensatin plans is triennial, Arthur Sadun will be eligible fr an award in In accrdance with the cmpensatin plicy described abve at , it is the wish f the Supervisry Bard that this lng-term variable cmpensatin represent a significant prtin f the cmpensatin f the future Chairman f the Management Bard, t act as a lng-term incentive and be in line with the interests f the sharehlders. Shuld he resign, Arthur Sadun will lse any rights awarded but nt vested. COLLECTIVE HEALTH AND WELFARE INSURANCE AND SYSTEMS Arthur Sadun benefits frm such a cverage as ther executives at his level under the French system. EMPLOYMENT CONTRACT His emplyment cntract with Publicis Cnseil dated December 5, 2006 will be terminated when he assumes the Chairmanship f the Management Bard. SEVERANCE PAY The Supervisry Bard has decided that in the event f a frced departure r due t a change in cntrl r strategy and ther than in the case f 12

13 serius r grss miscnduct, Arthur Sadun wuld be entitled t severance pay. The amunt f the payment wuld equal ne year f ttal grss cmpensatin (fixed and targeted variable prtins) calculated using the average f the latest 24 mnths f cmpensatin. He wuld als have the right t exercise the ptins t subscribe t and/r t purchase the shares that have been awarded t him, and t retain n a prrated basis the bnus shares already granted t him mre than tw years prir, subject t the perfrmance cnditins set ut in the regulatins fr the plan in questin being satisfied. This benefit wuld be subject t a perfrmance cnditin: the terminatin benefit wuld nly be due in its full amunt if the average annual amunt f the bnus acquired by Arthur Sadun fr the three years prir t the terminatin f his duties is equal t at least 75% f his target bnus. If the average annual amunt is less than 25% f the target bnus, n sum r benefits will be due. If the average annual amunt is between 25% and 75% f the target bnus, the payments and benefits will be calculated n a prprtinal basis between 0% and 100% using the rule f three. The terminatin benefit may nly be paid after the determinatin by the Supervisry Bard that the perfrmance cnditins had been achieved at the date n which his term as a member f the Management Bard ended. In the event f a frced departure r ne related t a change in cntrl r strategy, Arthur Sadun will nt be subject t a nn-cmpete cmmitment r t nn-slicitatin. This severance cmpensatin is specifically subject t the apprval f the General Sharehlders' Meeting as f May 31, 2017 in the twenty-first reslutin. NON-COMPETE AGREEMENT The Supervisry Bard vted t require frm Arthur Sadun in the event f his resignatin a nn-cmpete agreement and an agreement nt t slicit persnnel during the tw years fllwing the end f his Chairmanship f the Publicis Grupe SA Management Bard. In cnsideratin f his bservance f this nn-cmpete agreement, Mr. Sadun will receive mnetary cmpensatin (payable mnthly in advance) in an amunt equal t tw years f ttal grss cmpensatin (fixed and targeted variable prtins) calculated using the average f the latest 24 mnths f cmpensatin. The Supervisry Bard may waive this clause. Arthur Sadun will nt be held t a nn-cmpete bligatin in the event f a frced departure. This nn-cmpete cmpensatin is specifically subject t the apprval f the General Sharehlders' Meeting f May 31, 2017, in the twenty-first reslutin. OTHER COMPONENTS Arthur Sadun will have a cntract with a taxi cmpany and be repaid fr his taxis and entertainment expenses. B. Lng-term variable cmpensatin awarded in 2016 Fr yur infrmatin, Arthur Sadun was the beneficiary f the fllwing share-based cmpensatin plans: LinLead LTIP Maximum annual number f perfrmance shares ptentially vesting (1) Descriptin Date Descriptin Date Ttal annual number Of which shares subject t perfrmance cnditins Arthur Sadun LinLead3 6/16/2016 LTIP /23/ ,915 67,915 (1) Maximum annual amunt that can becme vested if all perfrmance cnditins are met. Awards under the LinLead and LTIP plans fr the Management Bard are triennial, subject t cntinued presence and stringent perfrmance cnditins. As an illustratin, the rates at which perfrmance cnditins were met under the preceding plans were arund 50%. 13

14 Cmpensatin f Kevin Rberts, member f the Management Bard until August 31, 2016 Kevin Rberts was Executive Chairman f Saatchi & Saatchi Wrldwide, Head Cach f Publicis Grupe and member f the Management Bard until his resignatin n August 31, ANNUAL FIXED COMPENSATION FOR FINANCIAL YEAR 2016 The annual fixed cmpensatin fr Kevin Rberts fr the perfrmance f his duties frm January 1 t August 31, 2016 was paid n a prrata basis, amunting t US$666,667 (grss) (i.e. 597,840). VARIABLE COMPENSATION PAID IN 2017 FOR FINANCIAL YEAR 2016 Fllwing the resignatin f Kevin Rberts effective frm September 1, 2016, the Supervisry Bard, upn the Cmpensatin Cmmittee's recmmendatin taking int accunt usual Grup practices, decided n Nvember 30, 2016 t pay the grss amunt f US$800,000 which represents variable cmpensatin n a pr rata basis fr the perfrmance f his duties frm January 1 t August 31, 2016 as Head Cach f the Publicis Grupe. He received n bnus as Chairman f Saatchi & Saatchi. VARIABLE LONG-TERM COMPENSATION The Supervisry Bard, in light f the substantial cntributin f Kevin Rberts thrughut his lng career with the Grup, decided n Nvember 30, 2016 that he wuld retain his rights t perfrmance shares nt yet vested and stck ptins nt yet exercised under the LinLead2 and LTIP plans fr which the perfrmance measurement perid had elapsed and their delivery date was clse t the time f Kevin Rberts's resignatin. NON-COMPETE AGREEMENT Lastly, in view f the respnsibilities invlved in defining the Grup's new strategy and rganizatin, the Supervisry Bard n Nvember 30, 2016 als decided subsequent t his departure t impse a nn-cmpete bligatin n Kevin Rberts fr a perid f three years in cnsideratin fr which grss cmpensatin f US$500,000 will be granted. This nn-cmpete cmpensatin will be paid n a quarterly basis t Kevin Rberts ver a 36-mnth perid. The summary table f the elements f cmpensatin due r paid fr the year ended December 31, 2016 t Kevin Rberts in Sectin belw will be submitted t the General Sharehlders' Meeting f May 31, 2017 fr pinin in its twelfth reslutin in accrdance with the Afep/Medef Crprate Gvernance Cde f Nvember Cmpensatin f Jean-Michel Etienne, member f the Management Bard A. Cmpensatin f Jean-Michel Etienne fr financial year 2016 The philsphy underlying the cmpensatin f Jean-Michel Etienne remains unchanged in relatin t previus financial years. ANNUAL FIXED COMPENSATION Frm January 1, 2014 t December 31, 2015, the grss annual fixed cmpensatin f Jean-Michel Etienne was 720,000. The Supervisry Bard, upn the Cmpensatin Cmmittee's recmmendatin, decided t raise this cmpensatin effective frm January 1, 2016 t the grss amunt f 840,000, t be cnsistent with: his experience and perfrmance as Financial Directr; the widened scpe f his duties fllwing the acquisitin f Sapient; and practices in cmpensatin bserved fr this level f respnsibility in France and fr this Publicis Grupe business sectr abrad. STRUCTURE OF THE VARIABLE COMPENSATION The Supervisry Bard, upn the recmmendatin by the Cmpensatin Cmmittee, decided that the variable part f Jean-Michel Etienne s cmpensatin fr 2016, f a target amunt f up t 100% f his fixed salary, wuld be based n: tw criteria linked t the financial perfrmance f the Grup in relatin t the bjectives, fr 40% f the variable part, each being taken int accunt n an equal basis: rganic grwth, and perating margin; three financial and nn-financial individual criteria (including tw gverned by precise quantitative bjectives), fr 60% f the variable part, each ne being taken int accunt n an equal basis: persnnel csts, and treasury management, ERP rllut. VARIABLE COMPENSATION PAID IN 2017 FOR 2016 After studying the perfrmance achieved fr each f the criteria indicated abve during the 2016 financial year, the Supervisry Bard set the 14

15 variable part f Jean-Michel Etienne s grss cmpensatin at 630,000. This amunt results frm the fllwing facts and assessments: Criteria Perfrmance level Amunt f variable cmpensatin Organic grwth Objective nt achieved n cmpensatin Operating margin Objective 100% achieved 168,000 Managing cash and cash equivalents Objective 75% achieved 126,000 Emplyee expenses Objective 100% achieved 168,000 Nn-financial individual criterin: ERP rllut. Objective 100% achieved 168,000 VARIABLE LONG-TERM COMPENSATION Jean-Michel Etienne benefited frm the fllwing share-based cmpensatin plans: LinLead LTIP Maximum annual number f perfrmance shares ptentially vested (1) Descriptin Date Descriptin Date Ttal annual number Of which shares subject t perfrmance cnditins Jean-Michel Etienne LinLead3 06/16/2016 LTIP /23/ ,915 67,915 (1) Maximum annual amunt that can becme vested if all perfrmance cnditins are met. Awards under the LinLead and LTIP plans fr the Management Bard are triennial, subject t cntinued presence and stringent perfrmance cnditins. As an illustratin, the rates at which perfrmance cnditins were met under the preceding plans were arund 50%. COLLECTIVE HEALTH AND WELFARE INSURANCE AND SYSTEMS Jean-Michel Etienne is enrlled in cverage applicable t executives f his level under the French system. EMPLOYMENT CONTRACT Jean-Michel Etienne cntinues t benefit frm an emplyment cntract with ne f the Grup's subsidiaries. SEVERANCE PAY Fllwing the renewal f the Management Bard members' term f ffice effective frm January 1, 2012, upn the Cmpensatin Cmmittee's prpsal n March 6, 2012, the Supervisry Bard reviewed the existing agreements with Jean-Michel Etienne t allw him t receive severance pay in the event he ceases t serve as a member f the Management Bard. These cmmitments were ntified t the Statutry Auditrs as related-party agreements and were apprved by the General Sharehlders' Meeting f May 29, The Supervisry Bard meeting f March 12, 2015 revised these cmmitments t take int accunt recmmendatins f the Afep/Medef Crprate Gvernance Cde. They were ntified t the Statutry Auditrs as related-party agreements and were apprved by the General Sharehlders' Meeting f May 27, The current cmmitments t Jean-Michel Etienne prvide that in the event f a frced departure due t a change in cntrl r strategy and ther than in the case f serius r grss miscnduct, Jean-Michel Etienne wuld be entitled t a terminatin benefit if this departure shuld ccur befre the nrmal term (September 15, 2018). Prviding that Jean-Michel Etienne des nt cntinue t be emplyed by Publicis Grupe, the amunt f the benefit wuld be equal t ne and a half years ttal grss cmpensatin (fixed cmpensatin and target variable cmpnent). He wuld als have the right t exercise the ptins t subscribe t and/r t purchase the shares that have been awarded t him, and t retain the free shares already granted t him, subject t the perfrmance cnditins set ut in the regulatins fr the plan in questin being satisfied. This benefit wuld be subject t a perfrmance cnditin: the terminatin benefit wuld nly be due in its full amunt if the average annual amunt f the bnus acquired by Jean-Michel Etienne fr the three years prir t the terminatin f his duties is equal t at least 75% f his target bnus. If the average annual amunt is less than 25% f the target bnus, n sum r benefits will be due. If the average annual amunt is between 25% and 75% f the target bnus, the payments and benefits will be calculated n a prprtinal basis between 0% and 100% using the rule f three. The terminatin benefit may nly be paid after the determinatin by the Supervisry Bard that the perfrmance cnditin had been achieved at the date n which his term as a member f the Management Bard ended. In applicatin f articles L and R f the French Cmmercial Cde, the details f the regulated agreements described abve may be viewed n The summary table f the elements f cmpensatin due r paid fr the perid ended December 31, 2016 t Jean-Michel Etienne in Sectin belw will be submitted t the General Sharehlders' Meeting f May 31, 2017 fr pinin in its thirteenth reslutin in accrdance with the Afep/Medef Crprate Gvernance Cde f Nvember