Executive and non-executive officers are eligible for the pension and insurance plans set up by VINCI for its employees.
These plans include the following:
(i) a defined contribution pension plan, which is described in paragraph 3.1.3.1, “Working conditions: promoting open social dialogue and sharing the benefits of performance”, of the sustainability report, page 252, and is open to all Group employees;
(ii) a supplementary defined benefit pension plan (known in France as an “Article 39” plan) set up in 2010 for senior executives of VINCI SA and its subsidiary VINCI Management, which is described in paragraph 4.3.3, “Supplementary pension plan set up for senior executives”, page 161. This plan was closed to new members in 2019 pursuant to Order 2019-697 of 3 July 2019, but its beneficiaries are not required to forfeit any benefits obtained at the closing date.
Xavier Huillard claimed his pension entitlements with effect from 1 May 2025.
Pierre Anjolras is eligible for the defined contribution pension plans and insurance plans set up by VINCI for its employees due to the fact that the Board had officially confirmed the senior executive status of the Chief Executive Officer position prior to his appointment.
When the Chief Executive Officer is also a beneficiary of the supplementary defined benefit pension plan referred to in item (ii) above, their benefits under this plan are capped upon the individual’s appointment at the level attained on the suspension date of their employment contract.
As part of the remuneration policy adopted by the Board at its meeting of 6 February 2025 and approved at the Shareholders’ General Meeting of 17 April 2025, the Board decided to set up a defined contribution pension plan with individual and voluntary enrolment (known in France as an “Article 82” plan) specifically for the Chief Executive Officer so that they would receive a supplementary pension. This plan involves an annual cash payment considered as a salary. The amount paid by the Company is divided between a payment to an insurer and a payment to the Chief Executive Officer intended to cover the tax and social security contributions due on these payments. The annual amount of the payment is set by the Board when it determines the variable component of the Chief Executive Officer’s remuneration and is subject to its approval in accordance with applicable law. It corresponds to 12% of their gross short-term remuneration.
Executive and non-executive officers have the use of a company car.
On the basis of the above structure, this remuneration policy has the following features:
| It is balanced. |
It achieves a balance between:
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| It is capped. |
Each of its elements has an upper limit:
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| It is subject, for the most part, to demanding performance conditions. |
Future performance is assessed in relation to past performance. |
| It is in the interests of the Company. |
Its amount is moderate, given the VINCI Group’s size and complexity. The performance conditions selected by the Board encourage the Company’s Executive Management to consider not only short-term, but also long-term, and even very long-term, objectives. |
| It is in keeping with the Company’s business strategy and helps ensure continuity. |
The VINCI Group has a business model based on a complementary set of activities conducted over both short and long time frames. These businesses can only prosper over the long term if they are geographically diversified and respect stakeholders and the environment where they are pursued. The remuneration system in force aptly reflects these imperatives. |
At the Shareholders’ General Meeting of 14 April 2026, in accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policy for executive and non-executive officers, as presented above.
At the request of the Remuneration Committee, a benchmarking exercise relating to the components of the Chief Executive Officer’s remuneration package was conducted by an independent firm in advance of his appointment based on the latest publicly available information for the 2024 financial year.
The remuneration policy was compared with that applicable to the chief executive officers of 16 CAC 40 companies (the “French peer group”), namely Air Liquide, Bouygues, Danone, Engie, EssilorLuxottica, Legrand, L’Oréal, Michelin, Orange, Pernod Ricard, Renault, Safran, Saint-Gobain, Schneider Electric, Stellantis and Veolia Environnement.
