At the Shareholders’ General Meeting of 9 April 2024, 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 2023 or due in respect of this same year to Mr Huillard, Chairman and Chief Executive Officer.
| Xavier Huillard | ||
|---|---|---|
| Item of remuneration | Amount | Observations |
| Fixed remuneration | €1,300,000 | Annual gross fixed remuneration in respect of the 2023 financial year set 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 | €1,998,006 | Gross variable remuneration in respect of the 2023 financial year, as approved by the Board at its meeting of 7 February 2024, as explained in paragraph 4.2.1.1, “Overall structure of the remuneration package”, page 161, which is payable in 2024. |
| Annual deferred variable remuneration | n/a | Not applicable. |
| Multi-year variable remuneration | n/a | Not applicable. |
| Long-term incentive plan set up in 2023 | €3,379,988 | At its meeting of 13 April 2023, the Board granted a conditional award of VINCI shares to Mr Huillard, corresponding to a total fair value (under IFRS 2) of €3,380,000. As the fair value of VINCI was calculated by an independent valuer at €92.89 per share, Mr Huillard was granted an award of 36,387 existing VINCI shares that will vest at the end of a three-year period on 13 April 2026, subject to continued service as well as the 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 13 April 2023”, page 170. |
| Remuneration as a Board member | €13,830 | Mr Huillard does not receive remuneration as a Board member from VINCI SA, but he has received 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 | n/a | Not applicable. |
| Benefits in kind | €5,574 | Mr Huillard has the use of a company car. |
| 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. |
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. This plan, now closed to new members due to new regulatory provisions, has the following main features:
| 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
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Type of disclosure required by Decree 2016-182 of 23 February 2016
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| 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. |
