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(a) Summary of remuneration due in respect of the last two years and options and shares granted<br />

(in €)<br />

Xavier Huillard <strong>2013</strong> 2012<br />

Remuneration due in respect of the year 1,925,069 1,905,264<br />

Value of options granted during the year – –<br />

Value of performance shares granted during the year – –<br />

Total 1,925,069 1,905,264<br />

REPORT OF THE BOARD OF DIRECTORS 149<br />

(b) Summary of remuneration<br />

(in €)<br />

Xavier Huillard<br />

Amount due<br />

in respect of<br />

the year<br />

<strong>2013</strong> 2012<br />

Amount paid<br />

during the year<br />

Amount due<br />

in respect of<br />

the year<br />

Amount paid<br />

during the year<br />

Gross fixed remuneration (1) 900,000 900,000 900,000 900,000<br />

Gross variable remuneration including Directors’ fees (2) 1,021,005 1,001,200<br />

Gross variable remuneration excluding Directors’ fees (2) (3) 1,007,335 987,530 987,530 916,330<br />

Directors’ fees (net amount) (2) 13,670 13,670 13,670 13,670<br />

Benefits in kind (4) 4,064 4,064 4,064 4,064<br />

Total 1,925,069 1,905,264 1,905,264 1,834,064<br />

(1) See paragraph 4.1.1.1, p. 147.<br />

(2) Directors’ fees received by Xavier Huillard from companies belonging to the VINCI Group are deducted from the variable remuneration decided by the Board, as proposed by<br />

the Remuneration Committee. Since his appointment as Chairman and Chief Executive Officer, thus with effect from 6 May 2010, Mr Huillard has not received Directors’ fees from VINCI SA.<br />

For the duration of this appointment, the only Directors’ fees he receives are those paid in respect of appointments in other Group companies.<br />

(3) See paragraph 4.1.1.2 , p. 147.<br />

(4) Mr Huillard had the use of a company car in 2012 and <strong>2013</strong>.<br />

4.1.2.2 Summary table<br />

The table below summarises the various data relating to the existence in favour of the executive company officer, if applicable, of (i) an<br />

employment contract in addition to the appointment as company officer, (ii) supplementary pension plans, (iii) commitments entered into<br />

by the Company corresponding to allowances or benefits due or that could be due in connection with or as a result of either the cessation<br />

of the executive company officer’s duties or a change in these duties, and (iv) allowances compensating for a non-competition clause.<br />

Allowances or benefits that<br />

could be due as a result of the cessation<br />

of duties or a change in duties<br />

Allowances for<br />

non-competition<br />

clause<br />

Supplementary<br />

Executive company officer<br />

Employment contract<br />

pension plan<br />

Xavier Huillard, Chairman and CEO (*) no (**) yes yes (***) no<br />

(*) Xavier Huillard’s term of office started on 6 May 2010 and will expire at the close of the Shareholders’ General Meeting on 15 April 2014.<br />

(**) Mr Huillard had a suspended employment contract that ended via resignation on 6 May 2010 when he was appointed as Chairman and Chief Executive Officer of VINCI.<br />

(***) Mr Huillard is eligible for severance pay in the event that the Company terminates his appointment as Director prior to its normal expiry, described on page 148 of the <strong>2013</strong> Annual Report.<br />

4.1.3 Remuneration items due or granted in respect of the <strong>2013</strong> financial year to the Chairman<br />

and Chief Executive Officer subject to the approval of the Shareholders’ General Meeting<br />

of 15 April 2014<br />

In line with the recommendations of the revised version of the Afep-Medef code published in June <strong>2013</strong> (Article 24.3), to which the Company<br />

adheres as required under Article L.225-37 of the French Commercial Code, the Company submits for shareholder approval the following<br />

remuneration items due or granted to Mr Huillard as Chairman and Chief Executive Officer in respect of the <strong>2013</strong> financial year.<br />

Remuneration item Amount Observations<br />

Fixed remuneration €900,000 Gross fixed remuneration in respect of the <strong>2013</strong> financial year set by the<br />

Board of Directors on 3 March 2010.<br />

Variable remuneration €1,021,005 Gross variable remuneration in respect of the <strong>2013</strong> financial year set by the Board<br />

of Directors on 5 February 2014. This remuneration comprises:<br />

- an economic part in the amount of €571,005. This amount is tied to the level<br />

of net earnings per share, operating income from ordinary activities and free cash<br />

flow;<br />

- a managerial part in the amount of €450,000. This amount is tied to<br />

the decision reached by the Board on the Chief Executive Officer’s performance<br />

with regard to seven managerial objectives.<br />

Deferred variable <strong>annual</strong> remuneration na Not applicable

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