2022 Universal Registration Document

4.2.2.3 Items of remuneration paid in 2022 or due in respect of this same year to the executive company officer, subject to approval at the Shareholders’ General Meeting of 13 April 2023

At the Shareholders’ General Meeting of 13 April 2023, in accordance with Article L.22-10-34 II of the French Commercial Code, shareholders will be asked to vote on a draft resolution relating to the items of remuneration paid in 2022 or granted in respect of this same year to Mr Huillard, Chairman and Chief Executive Officer.

Xavier Huillard
Item of remuneration	Item of remuneration Amount	Item of remuneration Observations
Fixed remuneration	Fixed remuneration €1,271,944	Fixed remuneration Annual gross fixed remuneration in respect of the 2022 financial year set at €1,200,000 until 12 April 2022 and then at €1,300,000 by the Board at its meeting of 3 February 2022 for the duration of the term of office beginning in April 2022.
Variable remuneration	Variable remuneration €2,007,200	Variable remuneration Gross variable remuneration in respect of the 2022 financial year, as approved by the Board at its meeting of 8 February 2023, as explained in paragraph 4.2.1.1, “Short-term variable remuneration due in respect of 2022 to the Chairman and Chief Executive Officer”, page 158, which is payable in 2023.
Annual deferred variable remuneration	Annual deferred variable remuneration n/a	Annual deferred variable remuneration Not applicable.
Multi-year variable remuneration	Multi-year variable remuneration n/a	Multi-year variable remuneration Not applicable.
Long-term incentive plan set up in 2022	Long-term incentive plan set up in 2022 €2,689,750	Long-term incentive plan set up in 2022 At its meeting of 12 April 2022, the Board granted Mr Huillard an award of 35,000 VINCI shares, which will vest on 12 April 2025, subject to continued service as well as the internal and external performance conditions described in paragraph 5.3.2, “Long-term incentive plan for the Chairman and Chief Executive Officer set up by the Board on 12 April 2022” page 168.
		Mr Huillard does not receive remuneration as a Board member from VINCI SA, but he has received
Remuneration as a Board member	Remuneration as a Board member €13,830	Remuneration as a Board member remuneration as a Board member from a foreign subsidiary, the amount of which will be deducted from the variable portion of his remuneration.
Exceptional remuneration	Exceptional remuneration n/a	Exceptional remuneration Not applicable.
Benefits in kind	Benefits in kind €5,574	Benefits in kind Mr Huillard has the use of a company car.

Commitments requiring the approval of shareholders at the Shareholders’ General Meeting

	Amount	Observations
Severance pay	Severance pay Amount n/a	Severance pay Observations Not applicable
Non-competition payment	Non-competition payment Amount n/a	Non-competition payment Observations Not applicable
Supplementary pension plan	Supplementary pension plan Amount No payment	Supplementary pension plan Observations Mr Huillard is eligible for coverage under the supplementary defined benefit pension plan (known in France as an “Article 39” plan) set up at the Company and which has been closed to new members since July 2019, under the same conditions as those applicable to the category of employees to which he is deemed to belong for the determination of employee benefits and other ancillary items of remuneration. Mr Huillard is also eligible for coverage under the mandatory defined contribution pension plan set up by the Company for its executives and other management-level personnel.

4.2.3 Supplementary pension plan set up for senior executives

VINCI SA and its subsidiary VINCI Management have set up a defined benefit pension plan for their senior executives, with the aim of guaranteeing them a supplementary annual pension. The table below presents the main features of this plan:

Type of disclosure required by Decree 2016-182 of 23 February 2016	Information
Name of the obligation	Name of the obligation Information Defined benefit pension plan set up on 1 January 2010 and closed to new members from 4 July 2019
Applicable legal provisions	Applicable legal provisions Information Article 39 of the French Tax Code
Eligibility requirements for beneficiaries	Eligibility requirements for beneficiaries Information At least 10 years’ service within the Group
Beneficiaries	Beneficiaries Information Employees of VINCI or VINCI Management having the status of senior executive (“cadre dirigeant”) as defined by Article L.3111-2 of the French Labour Code
Conditions for receiving pension payments	Conditions for receiving pension payments Information – Career within the Group has ended – At least 10 years’ service within the Group
Conditions for receiving pension payments	Type of disclosure required by Decree 2016-182 of 23 February 2016 – No further payments are due under the mandatory and supplementary pension plans – Aged 67 or older, with the option to receive early benefits, at a reduced level, from the age of 62
Method for determining the remuneration reference amount	Method for determining the remuneration reference amount Information Monthly average of the gross fixed and variable remuneration received over the last 36 months of activity multiplied by 12
Vesting formula	Vesting formula Information The beneficiary’s gross pension is determined using the following formula: Gross pension = 20% R1 + 25% R2 + 30% R3 + 35% R4 + 40% R5, where: R1 = remuneration reference amount between 0 and 8 times the annual French social security ceiling; R2 = remuneration reference amount between 8 and 12 times this ceiling; R3 = remuneration reference amount between 12 and 16 times this ceiling; R4 = remuneration reference amount between 16 and 20 times this ceiling; R5 = remuneration reference amount greater than 20 times this ceiling (all ranges in the formula are inclusive). The remuneration reference amount taken into account for the calculation of the pension will be equal to the gross average monthly remuneration (fixed component + bonuses), including paid leave, received by the beneficiary over the last 36 months multiplied by 12. The limit for this gross pension is 8 times the annual French social security ceiling.
Pension payment limit	Pension payment limit Information The pension payment limit is 8 times the annual French social security ceiling.
Funding of benefits	Funding of benefits Information The Group uses an insurance contract to externalise its pension plan, to which VINCI and VINCI Management make contributions.