190 Publicis Key Executives Invest 44.7 M€ in the "Groupe"

Regulatory News:

The co-investment program proposed to Publicis Groupe (Paris:PUB) key executives around the world has been successfully completed. An independent structure (LionLead SCA) has been created to handle the participants’ personal capital contributions. The plan was exceedingly successful, with 190 executives subscribing, which represents 96.4% of the initial candidates. The overall amount requested to be invested, including bank financing, was 135.1 m€, which is 3 times higher than the upper limit of the plan (44.7m€). The average amount of investment requested was 711,170 €. Between April 22 and 29, 2013, LionLead SCA acquired 846,379 Publicis Groupe shares for 44.7 m€ at an average price of 52.813 € per share, representing a total of 0.40% of the company’s share capital.

The executives who subscribed for the co-investment program did not receive any financing or guarantee from Publicis Groupe for their investments. The operation was financed by the participants’ personal share contributions as well as direct borrowing from a financial institution.

These operations fall within the framework of the co-investment program approved by the Supervisory Board, announced on April 17, 2013. Under this program, the investor-executives will receive free shares rewarding loyalty to the Groupe. They may also receive stock options subject to a continued employment condition and related to performance, based on Publicis Groupe's organic growth and operating margin compared with that of its peers over a three-year period. These stock options are subject to a cap applicable to the theoretical gain on exercise of stock options, calculated on April 20, 2016. The stock options can be exercised between April 30, 2016 and April 30, 2023 for French fiscal residents and between April 30, 2017 and April 30, 2023 for International participants.

Concerning the members of the Management Board, the free share and stock options allocation will be in compliance with the AFEP/MEDEF recommendations of October 2008. These free shares will only be awarded based on the Groupe's organic growth and operating margin performance by comparison with its peers. As previously announced, Maurice Levy declined both stock-options and performance shares programs and thus he is not participating in this plan.

Maurice Lévy, Chairman and CEO of Publicis Groupe declared, "Our Groupe has just completed for the second time an operation aimed at more closely associating the Groupe’s key executives, offering them the option of personally and directly investing in the Groupe. All key executives who will be investing will participate in a retention program (free shares offered after three or four years presence) and an incentive program granting stock-options based on the Groupe’s outperformance of the market on two criteria: organic growth and operating margin over a long-term period (three years). In this context of transformation for our Groupe and intense competition on the talents market, this decision clearly illustrates the commitment of the key executives to the Groupe and that of the Groupe to retain and reward them."

About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is one of the world’s leading communications groups. We offer the full range of services and skills: digital (DigitasLBi, Razorfish, Rosetta, VivaKi), creative services (BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate communications and events (MSLGROUP), media strategy, planning and buying (Starcom MediaVest Group and ZenithOptimedia) and healthcare communications, with Publicis Healthcare Communications Group (PHCG). Present in 108 countries, the Groupe employs 58,000 professionals.

www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook: www.facebook.com/publicisgroupe

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