The main features of the long-term incentive plans set up in accordance with ordinary law and still in force at 1 January 2022 are shown in the table below. These plans apply mainly to executive company officers not eligible to receive performance shares under plans pursuant to Article L.225-197-1 of the French Commercial Code and to employees who reside outside France. The awards are to be satisfied using VINCI shares in accordance with ordinary law.
| Plan | Date | Initial number | Shares in awards initially granted to | Definitive number | Vesting period | At 31/12/2021 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholders’ General Meeting | Board meeting | Beneficiaries | Conditional 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 | 17/04/2019 (3) | 17/04/2019 | 1 | 32,000 | 1 | None | Unknown (4) | 17/04/2019 | 17/04/2022 | 32,000 | 1 |
| VINCI 2020-1 | 17/04/2019 (3) | 09/04/2020 | 1,068 | 598,368 | - | 33,840 | Unknown (4) | 09/04/2020 | 09/04/2023 | 585,168 | 1,050 |
| VINCI 2020-2 | 18/06/2020 (3) | 18/06/2020 | 1 | 29,440 | 1 | None | Unknown (4) | 18/06/2020 | 18/06/2023 | 29,440 | 1 |
| VINCI 2021 | 08/04/2021 (3) | 08/04/2021 | 1 | 30,900 | 1 | None | Unknown(4) | 08/04/2021 | 08/04/2024 | 30,900 | 1 |
(1) Company officers serving at the time the award was granted.
(2) Not company officers
(3) Delegation of authority relating to the setting up of a share buy-back programme.
(4) Subject to performance conditions.
On 17 April 2018, the Board set up a long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 32,000 existing VINCI shares to Mr Huillard, Chairman and Chief Executive Officer. The Board decided that this award would vest provided Mr Huillard remained with the Group and if the Board noted that certain performance conditions were met. Vesting was subject to performance conditions, comprising an internal criterion for 80% of the award and an external criterion for 20% of the award. At its meeting of 4 February 2021, the Board noted that the performance conditions had been partially met and that 88.28% of the shares were able to vest as a result. These conditions are described in paragraph 5.2.1, page 152.
On 17 April 2019, the Board set up a long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 32,000 existing VINCI shares to Mr Huillard, Chairman and Chief Executive Officer. The Board decided that this award would vest provided Mr Huillard remained with the Group and if the Board noted that certain performance conditions were met. Vesting is subject to 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 (see paragraph 5.2.1, page 152):
Overall, 80% of the performance shares in the plan set up on 17 April 2019 are able to vest.
At its meeting of 8 April 2021, the Board decided to set up a long-term incentive plan for the Chairman and Chief Executive Officer that involves the granting, in accordance with ordinary law, of awards satisfied using existing VINCI shares that vest at the end of a three-year period, provided that the Board has noted that continued service and performance conditions are met. The performance conditions are described below.
This plan, which entered into effect on 8 April 2021, calls for the granting of an award satisfied using 30,900 existing VINCI shares to the Chairman and Chief Executive Officer. The plan stipulates that the shares will vest at the end of a three-year period, thus on 8 April 2024. Vesting under the plan mentioned above is subject to performance conditions, comprising an economic criterion for 50% of the award, two financial criteria together accounting for 25% of the award and three ESG criteria together accounting for 25% of the award.
These awards are subject for the most part to the same performance conditions as those applying to the performance share plan set up by the Board on 8 April 2021 and described in paragraph 5.2.2. As a departure from these conditions, although the vesting percentage relating to the stock market performance criterion will continue to depend on the difference between the TSR achieved by a VINCI shareholder and the TSR that a shareholder invested in the composite industry index would have achieved, it will be 100% if the difference is positive by 5 percentage points or more, 50% if the two TSR results are equivalent, with linear interpolation between the two limits of this range, and 0% if the difference is negative to any extent.
It will be the responsibility of the Board to record the vesting percentages in line with the internal and external criteria described above.
