2021 UNIVERSAL REGISTRATION DOCUMENT

5. Performance shares and long-term incentive plans

5.1 Policy on the granting of awards

For several years, the Board has pursued a policy aimed at ensuring the long-term commitment of its senior executives, company officers and line managers by providing deferred benefits tied to the Group’s performance.

To this end, the Company sets up long-term incentive plans each year, which involve the granting of conditional awards of performance shares to selected beneficiaries. Under these plans, shares only vest at the end of a three-year period, subject to continued employment within the Group, and the number of shares vested is tied to performance conditions, involving both internal and external criteria.

VINCI’s executive company officer is not eligible for these plans due to the conditions laid down by Article L.22-10-60 of the French Commercial Code, but has been eligible to receive share awards under specific long-term incentive plans set up as part of the remuneration policy applicable to him, which is described in paragraph 4.1.2.4, page 144. These awards are governed by ordinary law and subject to performance conditions determined by the Board in accordance with the remuneration policy.

It should be noted that the Company has not set up any share subscription option plans since 2013 and that at present there are no option plans remaining in force.

5.2 Performance share plans

5.2.1 Existing performance share plans

The main features of the performance share plans set up pursuant to Article L.225-197-1 of the French Commercial Code and still in force at 1 January 2022 are as follows:

Record of performance share awards

Plan	Date		Initial number		Shares in awards initially granted to		Definitive number	Vesting period		At 31/12/2021
	Shareholders’ General Meeting	Board meeting	Beneficiaries	Performance shares	Company officers ⁽¹⁾	Top 10 employee beneficiaries ⁽²⁾	Determined at the end of the vesting period	Start of vesting period	End of vesting period	Number of remaining shares	Number of remaining beneficiaries
VINCI 2019 / 2016 SGM	19/04/2016	17/04/2019	36	264,100	-	125,000	Unknown ⁽³⁾	17/04/2019	17/04/2022	264,100	36
VINCI 2019 / 2018 SGM	17/04/2018	17/04/2019	3,276	2,176,722	-	40,000	Unknown ⁽³⁾	17/04/2019	17/04/2022	2,071,042	3,116
VINCI 2020	17/04/2018	09/04/2020	2,493	1,752,864	-	113,040	Unknown ⁽³⁾	09/04/2020	09/04/2023	1,717,432	2,428
VINCI 2021	08/04/2021	08/04/2021	3,949	2,458,780	-	117,000	Unknown ⁽³⁾	08/04/2021	08/04/2024	2,443,350	3,909

(1) Company officers serving at the time the award was granted.

(2) Not company officers.

(3) Subject to performance conditions.

Number of performance shares in awards granted to VINCI SA’s executive company officer pursuant to Article L.225-197-1 of the French Commercial Code

None.

Vesting of share awards under the plans set up by the Board of Directors on 17 April 2018

On 17 April 2018, the Board set up two performance share plans, the first to grant awards satisfied using a total of 2,042,591 existing VINCI shares to 2,946 senior executives or employees of the VINCI Group and the second to grant awards satisfied using a total of 297,800 existing VINCI shares to 41 senior executives or employees of the VINCI Group, with the understanding that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 17 April 2018, vested at the end of a three-year period, thus on 17 April 2021. Vesting was subject to continued employment within the VINCI Group as well as performance conditions, comprising an internal economic criterion for 80% of the award and an external economic criterion for 20% of the award.

At its meeting of 4 February 2021, the Board noted the following:

With respect to the internal criterion, VINCI’s average ROCE from 2018 to 2020 was 7.21% and its average WACC over the same three years was 5.05%. The ROCE/WACC ratio was thus 1.43x. As it was greater than 1.10x, 100% of the shares subject to this criterion (accounting for 80% of the total award) were able to vest.
With respect to the external economic criterion, the average total shareholder return (TSR) achieved by a VINCI shareholder from 2018 to 2020 was 4.06% and the average TSR that a shareholder invested in the CAC 40 index would have achieved over the same three years was 5.78%. The difference between the TSR for the VINCI share and the TSR for the CAC 40 index was thus negative by 1.72 percentage points. As this negative difference was less than 10 percentage points, according to the rule of linear interpolation, 41.40% of the shares subject to this criterion (accounting for 20% of the total award) were able to vest.

Overall, 88.28% of the performance shares in the plan set up on 17 April 2018 were able to vest.

Vesting of share awards under the plans set up by the Board of Directors on 17 April 2019

On 17 April 2019, the Board set up two performance share plans, the first to grant awards satisfied using a total of 2,176,722 existing VINCI shares to 3,276 senior executives or employees of the VINCI Group and the second to grant awards satisfied using a total of 264,100 existing VINCI shares to 36 senior executives or employees of the VINCI Group, with the understanding that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 17 April 2019, will vest at the end of a three-year period, thus on 17 April 2022. Vesting is subject to continued employment within the VINCI Group as well as performance conditions, comprising an internal economic criterion for 65% of the award, an external economic criterion for 20% of the award and an external environmental criterion for 15% of the award.

At its meeting of 3 February 2022, the Board noted the following:

With respect to the internal criterion, VINCI’s average ROCE from 2019 to 2021 excluding VINCI Airports (see paragraph below) was 8.98% and its average WACC from 2019 to 2021 was 4.88%. The ROCE/WACC ratio was thus 1.84x. As it was greater than 1.10x, 100% of the shares subject to this criterion (80% of the total award) are able to vest.
With respect to the external economic criterion, the TSR achieved by a VINCI shareholder from 1 January 2019 to 31 December 2021 was 38.92% and the TSR that a shareholder invested in the CAC 40 index would have achieved over the same three years was 63.51%. The difference between the TSR for the VINCI share and the TSR for the CAC 40 index was thus negative by 24.59 percentage points. Due to the extent of this negative difference, none of the shares subject to this criterion (20% of the total award) are able to vest.
With respect to the external environmental criterion, the Climate Change score received by VINCI from CDP Worldwide for the years 2019, 2020 and 2021 was A−, A− and A, respectively. As all three of these scores were in the B band or higher, 100% of the shares subject to this criterion (15% of the total award) are able to vest.

Overall, 80% of the performance shares in the plan set up on 17 April 2019 are able to vest.