2013-vinci-annual-report

c) Exercise of options by the 10 Group employees (not company officers of VINCI SA) having exercised the largest number of options
In 2013, share subscription and purchase options exercised by the 10 Group employees (not company officers of VINCI SA) having subscribed
to or purchased the largest number of shares in 2013 concerned the following plans:
Plan
Type
Number of options exercised
during the year Exercise price (in €)
VINCI 2003 Subscription 6,120 15.04
VINCI 2004 Subscription 19,257 20.18
VINCI 2006 Subscription 133,762 35.58
VINCI 2009 Subscription 11,156 38.37
VINCI 2010 Subscription 12,666 36.70
Total/weighted average 182,961 33.52
154 VINCI 2013 ANNUAL REPORT
5.2.4 Definitive granting of options at 2 May 2013 under the plan set up by the Board of Directors
on 2 May 2011
At its meeting of 16 April 2013, the Board of Directors, after reviewing the performance conditions applying to this plan, decided to definitively
grant, at 2 May 2013, 100% of the share subscription options originally granted to the beneficiaries of the share subscription option plan set
up on 2 May 2011, with the understanding that these options may only be exercised by their beneficiaries from 2 May 2014 and provided
they meet the conditions set out in the plan rules at that date. It should be noted that the exercise price of these options is €43.70.
5.3 Performance share plans
5.3.1 Existing performance share plans
a) General information
Record of granting of performance shares
Plan Date Original number
Including shares
originally granted to
Definitive
number Date At 31/12/2013
Shareholders’
General
Meeting
Board
meeting
Beneficiaries
Performance
shares
Top 10
employee
Company benefiofficers
(1) ciaries (2)
Determined
at the end of
the vesting
period
Start of
vesting
period
End of
vesting
period
End of
holding
period
Number
of shares
Number of
remaining
beneficiaries
VINCI 2011 (3) 15/05/08 02/05/11 1,782 2,139,059 – 97,338 2,004,903 02/05/11 02/05/13 02/05/15 2,004,903 1,657
VINCI 2012 (4) (5) 12/04/12 12/04/12 1,881 2,202,580 – 96,004 unknown 12/04/12 12/04/14 12/04/16 2,140,782 1,824
VINCI 2013 (4) (6) 12/04/12 16/04/13 1,816 2,017,030 – 114,400 unknown 16/04/13 16/04/15 16/04/17 1,992,079 1,790
Total options 5,479 6,358,669 307,742 6,137,764 5,271
(1) Company officers serving at the time of granting.
(2) Not company officers.
(3) These shares were definitively granted to the beneficiaries on 2 May 2013, following the decision by the Board of Directors on 2 May 2013, which noted that the performance criteria provided for in
the plan set up in May 2011 had been met. In respect to both 2011 and 2012, these performance criteria called for the achievement of an average return on capital employed (ROCE) for the VINCI Group
(restated for any non-controlling interests greater than 33.33%) higher than 5%, with the granting of 100% of the shares if ROCE was higher than 6%.
(4) The number of shares definitively granted at the end of the vesting period may be lower, depending on the results of a performance indicator.
(5) Under the delegation of authority given by the Shareholders’ General Meeting of 12 April 2012, the performance share plan set up by the Board of Directors on 12 April 2012 made the definitive granting
of shares subject to a performance condition related to the average return on capital employed (ROCE) in 2012 and 2013, restated for any non-controlling interests greater than 33.33%. This average return
needed to be higher than 8% for the members of the Executive Committee, with the granting of 100% of the shares if ROCE were higher than 9%; and higher than 6% for non-members, with the granting of
100% of shares if ROCE were higher than 7%.
(6) See paragraph 5.3.2 below.
b) Number of performance shares granted to the executive company officer
Mr Xavier Huillard, Chairman and Chief Executive Officer, was not granted any performance shares under the plans described above.
These performance shares are subject to a holding period of two years.
In addition, at its meeting of 27 February 2007, VINCI’s Board of Directors decided that executive company officers would be required to
retain at least one-quarter of any performance shares received for the duration of their appointment. In accordance with this rule, Xavier
Huillard, who has been definitively granted 40,874 performance shares under the plans set up in 2007 and 2008, is required to retain 10,219
shares until the expiry of his term of office.
5.3.2 Establishment of the 2013 plan
At its meeting of 16 April 2013, the Board of Directors decided to use the authorisation given by the Shareholders’ General Meeting of
12 April 2012 to set up a plan for the granting of Company performance shares with effect from 16 April 2013. This plan provides for the
granting of 2,017,030 existing shares to 1,816 beneficiaries. No performance shares have been granted to the executive company officer
under this plan. The plan stipulates that the shares are only deemed to be definitively granted at the end of a two-year vesting period, which
will expire on 16 April 2015.