KRAKOWSKY PHILIPPE sold IPG

Footnotes

Disposition pursuant to the merger (the "Merger") of EXT Subsidiary Inc. ("Merger Sub") with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Omnicom Group Inc. ("Omnicom"), pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024, by and among the Issuer, Omnicom and Merger Sub (the "Merger Agreement").; Represents performance-based share awards previously granted to the Reporting Person subject to performance-based vesting conditions (the "PSUs"). Pursuant to the Merger Agreement and an agreement between Omnicom and the Reporting Person, each outstanding PSU vested based on the target level performance and will be settled in cash (based on the fair market value of the underlying Issuer Common Stock (as defined below) in accordance with the terms of the Merger Agreement) in connection with the closing of the Merger.; Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10, of the Issuer (the "Issuer Common Stock"), was converted into the right to receive 0.344 shares (the "Exchange Ratio") of common stock, par value $0.15, of Omnicom (the "Omnicom Common Stock"), plus cash in lieu of fractional share.; Pursuant to the Merger Agreement, each restricted stock unit ("RSU") that was outstanding prior to the Effective Time was converted into a cash award equal to the fair market value of the underlying Issuer Common Stock in accordance with the terms of the Merger Agreement. Pursuant to an agreement between Omnicom and the Reporting Person, each RSU became fully vested as of the closing of the Merger and will be generally subject to the same settlement conditions.