2022 Universal Registration Document

5.3 Long-term incentive plans

5.3.1 Existing long-term incentive plans

The main features of the long-term incentive plans set up in accordance with ordinary law and still in force at 1 January 2023 are shown in the table below. These plans are satisfied using existing VINCI shares, with the awards subject to ordinary law.

The plan set up on 9 April 2020 covers 1,068 employees residing outside France. The three other plans still in force apply to the executive company officer, who is not eligible to receive performance shares under plans pursuant to Article L.225-197-1 of the French Commercial Code.

Record of awards under long-term incentive plans

Plan	Date		Initial number		Shares in awards		Definitive	Vesting period		At 31/12/2022
	Share–holders’ General Meeting	Board meeting	Bene- ficiaries	Performance shares	Company officers ^(*)	Top 10 employee bene- ficiaries ^(**)	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 2020-1	17/04/2019 ⁽³⁾	09/04/2020	1,068	598,368	-	33,840	Unknown ⁽⁴⁾	09/04/2020	09/04/2023	568,068	1,018
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
VINCI 2022	12/04/2022 ⁽³⁾	12/04/2022	1	35,000	1	None	Unknown ⁽⁴⁾	12/04/2022	12/04/2025	35,000	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.

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

On 17 April 2019, the Board set up a long-term incentive plan to grant awards satisfied using existing VINCI shares, in accordance with ordinary law, 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 the same performance conditions as those applying to grants of share awards under the performance share plans set up for employees on 17 April 2019. At its meeting of 3 February 2022, the Board noted the following:

With respect to the internal economic criterion, the vesting percentage was 100% since the ROCE/WACC ratio (not excluding VINCI Airports), calculated as an average over the years 2019, 2020 and 2021, was 1.3x.
With respect to the external economic criterion, the vesting percentage was 0%.
With respect to the external environmental criterion, the vesting percentage was 100%.Overall, 80% of the performance shares in the plan set up on 17 April 2019 were able to vest. Mr Huillard therefore received 25,600 VINCI shares under this plan.

Vesting of share awards under the plan set up by the Board of Directors on 9 April 2020

On 9 April 2020, the Board set up a long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 598,368 existing VINCI shares to 1,068 senior executives or employees of the VINCI Group residing outside France. The Board decided that the awards would vest provided their beneficiaries remained with the Group and if the Board noted that certain performance conditions were met. The performance conditions are identical to those described above in paragraph 5.2.1, “Existing performance share plans”, page 165. At its meeting of 8 February 2023, the Board noted that the vesting percentage for share awards under the performance share plan set up by the Board on 9 April 2020 was 90%. The shares in question will vest at the end of a three-year period on 9 April 2023, subject to continued employment within the VINCI Group.

Vesting of share awards under the plan set up by the Board of Directors on 18 June 2020

On 18 June 2020, the Board set up a long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 29,440 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. This plan is subject to the same performance conditions as those applying to the performance share plans set up for the employees on 9 April and 18 June 2020, with the exception of the procedures for the calculation of ROCE, which have not been modified for Mr Huillard in respect of the decline in passenger numbers at VINCI Airports, as well as the vesting percentage linked to the performance of the TSR for a VINCI shareholder relative to the TSR for the CAC 40, which would be equal to 0% if the difference is negative.

At its meeting of 8 February 2023, the Board noted the following:

With respect to the internal economic criterion, as the average ROCE for the years 2020, 2021 and 2022 (not excluding VINCI Airports) was 6.4% and the average WACC for these same three years was 4.8%, the ROCE/WACC ratio was 1.3x. This ratio exceeded the level of 1.1x required for a vesting percentage of 100%.
With respect to the external economic criterion, the total shareholder return (TSR) achieved by a VINCI shareholder from 1 January 2020 to 31 December 2022 was 2.0% and the TSR that a shareholder invested in the CAC 40 index would have achieved over the same three years was 16.9%. The difference between the TSR for the VINCI share and the TSR for the CAC 40 index was thus negative by 14.9 percentage points. Due to the extent of this negative difference, none of the shares subject to this criterion are able to vest.
With respect to the external environmental criterion, the Climate Change score received by VINCI from CDP Worldwide for the years 2020, 2021 and 2022 was A−, A and A, respectively. Accordingly, 100% of the shares subject to this criterion are able to vest.