2022 Universal Registration Document

Value creation

Value creation is measured with reference to the ROCE/WACC ratio, as noted by the Board at 31 December of the year preceding the end of the vesting period for the shares, on the basis of the ratio of the return on capital employed (ROCE), calculated as an average over the last three years, to the weighted average cost of capital (WACC), also calculated as an average cost over the same three years.

The vesting percentage in line with this economic criterion will depend on this ratio. It will be 100% if the ratio is 1.25x or higher and 0% if it is lower than 1.0x, with linear interpolation between the two limits of this range.

The Board has decided that ROCE is to be determined by excluding the Group’s airport activities (VINCI Airports) from the ROCE calculation until such time as air passenger numbers worldwide return to 2019 levels (as reported by the IATA) on a full-year basis.

50 %

Debt management

This criterion assesses the Group’s ability to generate cash flows in line with its level of debt, which is measured on the basis of the FFO (funds from operations)/net debt ratio. This ratio is determined according to the methodology applied by rating agency Standard & Poor’s and corresponds to the average of the ratios for the three years of the plan’s vesting period.

The vesting percentage in line with this criterion will depend on this ratio. It will be 100% if the FFO/net debt ratio is 20% or higher and 0% if it is 15% or lower, with linear interpolation between the two limits of this range.

12,5 %

Stock market performance

Comparison of VINCI’s total shareholder return (TSR) with that of a composite industry index comprised of listed companies representing the full range of VINCI’s business activities.

This criterion measures, over a period of three years, the performance of the VINCI share compared with that of a composite industry index comprised of listed companies representing the full range of VINCI’s business activities, which is calculated by a third party.

This performance is determined on the basis of the difference, whether positive or negative, noted at 31 December of the year preceding the end of the vesting period, between the total shareholder return (TSR) achieved by a VINCI shareholder over the period from 1 January of year Y (the one during which the shares are initially granted) to 31 December of year Y+2 and the TSR that a shareholder invested in the composite industry index would have achieved over the same period, in both cases with dividends reinvested.

The vesting percentage in line with this stock market performance criterion will depend on this difference. It will be 100% if the difference is positive by 5 percentage points or more, 50% if the two TSR results are equivalent and 0% if the difference is negative by 5 percentage points or more, with linear interpolation between the two limits of this range.

The vesting percentage in line with this stock market performance criterion will depend on this difference. It will be 100% if the difference is positive by 5 percentage points or more and 0% if the two TSR results are equivalent, with linear interpolation between the two limits of this range.

12,5 %

Environment

Determined on the basis of the Climate Change score received by VINCI from CDP for each of the three years of the plan’s vesting period. This criterion reflects the effectiveness of the Group’s environmental actions and initiatives. It is measured on the basis of the Climate Change score received by VINCI from CDP Worldwide in respect of the three years of the plan’s vesting period.

The vesting percentage in line with this criterion will depend on the scores obtained during the period. It will be 100% if the score received is in the B band or higher for each of the three years, including one score of A− or higher, 75% if the score received is in the B band or higher for each of the three years, 50% if the score received is in the B band or higher for two of the three years, 25% if the score received is in the B band or higher for only one of the three years, and 0% if no score in the B band or higher is received.

15 %

Safety

Tracking of 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.

A three-year average frequency rate is calculated and the vesting percentage is 100% if this average frequency rate is lower than or equal to the level determined by the Board when setting up the plan and 0% if it is higher than the level determined by the Board. The Board also determines the projected progress for this frequency rate.

5 %

Increasing the presence of women in management positions

Measurement of the percentage of women holding management positions within the Group, as recorded in year Y+2, compared with that recorded in year Y when setting up the plan.

5 %