On 3 February 2022, VINCI’s Board of Directors decided that 80% of the performance shares initially granted under the 2019 plan (i.e. 1,827,073 shares) would vest for beneficiaries having remained with the Group (i.e. 2,970 employees). That percentage reflects the fact that the external economic performance criterion (20% weighting) was not fulfilled: the difference between VINCI’s TSR (total shareholder return) calculated between 1 January 2019 and 31 December 2021 (38.9%) and that of the CAC 40 over the same period (63.5%) was negative by 25 percentage points, and so no shares vested in respect of this criterion. The internal economic performance criterion and the external environmental criterion (65% and 15% weightings respectively) were 100% fulfilled.
On 12 April 2022, VINCI’s Board of Directors decided to set up a new performance share plan involving a grant of 2,489,710 shares subject to performance conditions to 4,114 employees. These shares will not vest until a three-year period has elapsed, subject to beneficiaries being employed by the Group until the end of the vesting period and to the fulfilment of the following performance conditions:
Total shareholder returns include dividends.
The vesting percentage will vary between 0% if the difference is negative by 5 percentage points or more and 100% if the difference is positive by 5 percentage points or more, with linear interpolation between the two limits of this range.
The Board of Directors may adjust these performance conditions either in the event of a strategic decision that changes the scope of the Group’s business activities or under exceptional circumstances.
The fair value of the performance shares has been calculated by an external actuary at the respective grant dates of the shares on the basis of the following characteristics and assumptions:
| 2022 plan | 2021 plan | 2020 plan (***) | 2019 plan | |
|---|---|---|---|---|
| VINCI share price on date plan was announced (in €) | VINCI share price on date plan was announced (in €)2022 plan 90.91 |
VINCI share price on date plan was announced (in €)2021 plan 90.70 |
VINCI share price on date plan was announced (in €)2020 plan (***)76.50 |
VINCI share price on date plan was announced (in €)2019 plan89.68 |
| Fair value per performance share at grant date (in €) | Fair value per performance share at grant date (in €)2022 plan 76.85 |
Fair value per performance share at grant date (in €)2021 plan 78.64 |
Fair value per performance share at grant date (in €)2020 plan (***)61.69 |
Fair value per performance share at grant date (in €)2019 plan74.84 |
| Fair value compared with share price at grant date | Fair value compared with share price at grant date 2022 plan 84.53% |
Fair value compared with share price at grant date 2021 plan 86.70% |
Fair value compared with share price at grant date 2020 plan (***)80.64% |
Fair value compared with share price at grant date 2019 plan83.45% |
| Original maturity (in years) – vesting period | Original maturity (in years)– vesting period 2022 plan 3 years |
Original maturity (in years)– vesting period 2021 plan 3 years |
Original maturity (in years)– vesting period 2020 plan (***)3 years |
Original maturity (in years)– vesting period 2019 plan3 years |
| Risk-free interest rate (*) | Risk-free interest rate (*)2022 plan 0.52% |
Risk-free interest rate (*)2021 plan −0.64% |
Risk-free interest rate (*)2020 plan (***)−0.44% |
Risk-free interest rate (*)2019 plan−0.40% |
(*) Three-year government bond yield in the eurozone.
(**) Excluding the 2020 long-term incentive plan granted to the executive company officer, for which the fair value per performance share at the grant date (18 June 2020) was €73.05.
An expense of €164 million was recognised in 2022 in respect of performance share plans that have not yet vested (April 2022, April 2021 and April 2020 plans, and end of the April 2019 plan), compared with €143 million in 2021 (April 2021, April 2020 and April 2019 plans, and end of the April 2018 plan).
VINCI’s Board of Directors defines the conditions for subscribing to Group savings plans in accordance with the authorisations given to it by shareholders at the Shareholders’ General Meeting.
In France, VINCI generally issues new shares reserved for employees three times a year at a subscription price that includes a 5% discount against the average stock market price over 20 trading days before the Board of Directors meeting that set the subscription price. Subscribers also benefit from an employer contribution with an annual maximum of €3,500 per person. The subscription period for each capital increase is around four months. The shares subscribed with the employer contribution are subject to a five-year lock-up period. The benefits granted in this way to Group employees are measured at fair value on the date of the Board decision in relation to the plan, and recognised in profit or loss on the same date, in accordance with IFRS 2.
