2023 UNIVERSAL REGISTRATION DOCUMENT

It will be the responsibility of the Board to record the vesting percentages in line with the criteria described above.

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 by the Company and still in force at 1 January 2024 are shown in the table below. These plans are satisfied using existing VINCI shares, with the awards subject to ordinary law.

The three 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 initially granted to		Definitive number	Vesting period		At 31/12/2023
	Share- holders’ General Meeting	Board meeting	Bene- ficiaries	Performance shares	Company officers⁽¹⁾	Top 10 employee bene-ficiaries⁽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 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
VINCI 2023	13/04/2023⁽³⁾	13/04/2023	1	36,387	1	None	Unknown⁽⁴⁾	13/04/2023	13/04/2026	36,387	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 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 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 were identical to those described above in paragraph 5.2.1, “Existing performance share plans”, page 167. 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 vested 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 was subject to the same performance conditions as those applying to the performance share plan set up for the employees on 9 April 2020, with the exception of the procedures for the calculation of ROCE, which were not 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 index, which was to be equal to 0% if the difference was negative.

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

With respect to the economic criterion, VINCI’s average ROCE over the years 2020, 2021 and 2022 (not excluding VINCI Airports) was 6.4% and its average WACC over the same three years was 4.8%. The ROCE/WACC ratio was thus 1.3x. As it was greater than 1.1x, 100% of the shares subject to this criterion were able to vest.
With respect to the financial criterion, the 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 period 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 were able to vest.
With respect to the 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. As all three of these scores were in the B band or higher, 100% of the shares subject to this criterion were able to vest.

Overall, 80% of the performance shares in the plan set up by the Board on 18 June 2020 for the Chairman and Chief Executive Officer were able to vest. The 23,552 shares in question vested for Mr Huillard on 18 June 2023.

Vesting of share awards under the plan set up by the Board of Directors on 8 April 2021

On 8 April 2021, the Board set up a long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 30,900 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 plan set up for the employees on 8 April 2021, with the exception of the vesting percentage linked to the performance of the TSR for a VINCI shareholder relative to the TSR for a composite industry index, comprised of companies representing the full range of VINCI’s business activities, which would be equal to 0% if the difference is negative.