2021 UNIVERSAL REGISTRATION DOCUMENT

On 4 February 2021, VINCI’s Board of Directors decided that 88.28% of the performance shares initially granted under the 2018 plan (i.e. 1,925,708 shares) would vest for beneficiaries having remained with the Group (i.e. 2,666 employees). That percentage reflects the fact that the external performance criterion was not 100% fulfilled: the difference between VINCI’s TSR between 2018 and 2020 and that of the CAC 40 over the same period was negative by 1.72 percentage points, thus permitting only 41.49% of the performance shares in the portion of the award corresponding to this criterion to vest (20% weighting). The internal economic performance criterion measuring value creation and accounting for 80% of the award was 100% fulfilled.

On 8 April 2021, VINCI’s Board of Directors decided to set up a new performance share plan to grant a total of 2,489,680 shares subject to performance conditions to 3,960 employees. These performance shares will not vest until a three-year period has elapsed, subject to beneficiaries being employed by the Group until the end of the vesting period and to the fulfilment of the following performance conditions:

• An economic criterion (50% weighting) measuring value creation. This will be determined depending on the ratio of the return on capital employed (ROCE, determined after deconsolidation of the airports business and until global airport traffic has returned to 2019 levels), calculated as an average over a three-year period, to the weighted average cost of capital (WACC), also calculated as an average over a three-year period. The vesting percentage will vary between 0% if the ratio is 1.0x or lower and 100% if the ratio is 1.25x or higher, with linear interpolation between these two limits of this range.
• Financial criteria (25% weighting) including:
  
  • a) Relative stock market performance (12.5%), measuring VINCI’s share price performance by comparison with a composite industry index, calculated on the basis of the stock market valuations of a list of companies with business activities similar to those of VINCI. This relative performance corresponds to the difference, ascertained at 31 December 2023, between the following two indicators:
    
    • – the total shareholder return (TSR) for the VINCI share between 1 January 2021 and 31 December 2023;
    • – the TSR for the composite industry index between 1 January 2021 and 31 December 2023.
    • Total shareholder returns include dividends.
    • The vesting percentage will vary between 0% if the difference is negative by 5 percentage points or more and 100% if the difference is positive by 5 percentage points or more, with linear interpolation between the two limits of this range.
  • b) The Group’s ability to manage its debt and generate cash flows in line with its level of debt (12.5% weighting). This will be measured by the FFO (funds from operations)/net debt ratio, determined according to the methodology of rating agency Standard & Poor’s and calculated as an average over a three-year period. The vesting percentage will vary between 0% if the ratio is 15% or lower and 100% if the ratio is 20% or higher, with linear interpolation between the two limits of this range.
• Environmental, social and governance criteria (25% weighting) comprising:
  
  • a) an external environmental criterion (15%) measured by the Climate Change score received each year by VINCI from CDP Worldwide in respect of the 2021, 2022 and 2023 financial years;
  • b)  a safety criterion (5%) measuring the Group’s safety performance, based on the frequency rate of workplace accidents with at least 24 hours of lost time per million hours worked for VINCI employees worldwide;
  • c) a criterion relating to increasing female representation (5%) measuring the increase in the percentage of women hired or promoted to management positions across the Group’s whole scope. In 2020, that percentage was 25.30%. The aim is to increase it to 28.33% by the end of 2023.

The Board of Directors may adjust these performance conditions either in the event of a strategic decision that changes the scope of the Group’s business activities or under exceptional circumstances.

Fair value of the performance share plans

The fair value of the performance shares has been calculated by an external actuary at the respective grant dates of the shares on the basis of the following characteristics and assumptions:

(*) Three-year government bond yield in the eurozone

(**) Excluding the 2020 long-term incentive plan granted to the executive company officer, for which the fair value per performance share at the grant date (18 June 2020) was €73.05.

An expense of €143 million was recognised in 2021 in respect of performance share plans that have not yet vested (April 2021, April 2020 and April 2019 plans, and end of the April 2018 plan), compared with €148 million in 2020 (April 2020, April 2019 and April 2018 plans, and end of the April 2017 plan).

30.2 Group savings plans

VINCI’s Board of Directors defines the conditions for subscribing to Group savings plans in accordance with the authorisations given to it by shareholders at the Shareholders’ General Meeting.

Group savings plan – France

In France, VINCI generally issues new shares reserved for employees three times a year at a subscription price that includes a 5% discount against the average stock market price over 20 trading days before the Board of Directors meeting that set the subscription price.

Subscribers also benefit from an employer contribution with an annual maximum of €3,500 per person. The benefits granted in this way to Group employees are recognised in profit or loss and are valued in accordance with IFRS 2 on the basis of the following assumptions:

• length of subscription period: four months;
• length of lock-up period: five years.

The estimated number of shares subscribed to at the end of the subscription period is calculated using a method that apportions individual subscriptions based on historical data observed in relation to the 2017, 2018, 2019 and 2021 plans (2020 plans are excluded due to the exceptional nature of that year), taking account of the opportunity cost arising from the lock-up period applicable to units in the savings fund.

The opportunity cost arising from the lock-up period is estimated from the point of view of a third party who would use a loan to buy the same number of disposable shares and repay the loan by selling the shares at the end of the lock-up period. The interest rate on that loan is defined as the rate paid by a private individual on an amortising consumer loan as assessed by the Banque de France in the month of assessment. That rate is compared with the risk-free rate on the allotment date.