2023 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

It should be noted that the Company has not set up any share subscription option plans since 2013 and that at present there are no option plans remaining in force.

5.2 Performance share plans
5.2.1 Existing performance share plans

The main features of the performance share plans set up pursuant to Article L.225-197-1 of the French Commercial Code and still in force at 1 January 2024 are as follows:

Record of performance share awards
Plan non-inclus Date Initial number Shares in awards initially granted to Definitive number Vesting period At 31/12/2023
non-inclus Share-holders’ General Meeting Board meeting Bene-ficiaries Performance shares Company officers(*) Top 10 employee bene-ficiaries(**) Determined at the end of the vesting period Start of vesting period End of vesting period Number of remaining shares Number of remaining beneficiaries
VINCI 2021 08/04/2021 08/04/2021 3,949 2,458,780 - 117,000 Unknown(***) 08/04/2021 08/04/2024 2,340,230 3,708
VINCI 2022 08/04/2021 12/04/2022 4,113 2,454,710 - 117,000 Unknown(***) 12/04/2022 12/04/2025 2,392,520 3,970
VINCI 2023 13/04/2023 13/04/2023 4,389 2,553,780 - 117,000 Unknown(***) 13/04/2023 13/04/2026 2,535,350 4,336

(*) Company officers serving at the time the award was granted.

(**) Not company officers.

(***) Subject to performance conditions.

Number of performance shares in awards granted to VINCI SA’s executive company officer pursuant to Article L.225-197-1 of the French Commercial Code

None.

Vesting of share awards under the plan set up by the Board of Directors on 9 April 2020

On 9 April 2020, the Board set up a performance share plan to grant awards satisfied using a total of 1,752,864 existing VINCI shares to 2,493 senior executives or employees of the VINCI Group, with the understanding that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 9 April 2020, vested at the end of a three-year period, thus on 9 April 2023. Vesting was subject to continued employment within the VINCI Group as well as performance conditions, comprising an economic criterion for 65% of the award, a financial criterion for 20% of the award and an environmental criterion for 15% of the award.

At its meeting of 8 February 2023, the Board noted the following:

  • With respect to the economic criterion, VINCI’s average return on capital employed (ROCE) over the years 2020, 2021 and 2022 excluding VINCI Airports (see following page) was 10.0% and its average weighted average cost of capital (WACC) over the same three years was 4.8%. The ROCE/WACC ratio was thus 2.1x. As it was greater than 1.1x, 100% of the shares subject to this criterion were able to vest.
  • With respect to the financial criterion, the total shareholder return (TSR) achieved by a VINCI shareholder from 1 January 2020 to 31 December 2022 was 2.0% and the TSR that a shareholder invested in the CAC 40 index would have achieved over the same period was 16.9%. The difference between the TSR for the VINCI share and the TSR for the CAC 40 index was thus negative by 14 percentage points. At its meeting of 8 February 2023, the Board decided to reduce the weighting for this criterion to 10%. Due to the extent of this negative difference, none of the shares subject to this criterion (thus 10% of the total award) were able to vest.
  • With respect to the environmental criterion, the Climate Change score received by VINCI from CDP Worldwide for the years 2020, 2021 and 2022 was A−, A and A, respectively. As all three of these scores were in the B band or higher, 100% of the shares subject to this criterion were able to vest. At its meeting of 8 February 2023, the Board decided to raise the weighting for this criterion by 10 percentage points, to 25% with respect to this plan. In reaching this decision, the Board considered the key role played by all of this plan’s beneficiaries in delivering on VINCI’s environmental ambition. Overall, 90% of the performance shares in the plan set up by the Board on 9 April 2020 were able to vest. The shares in question vested at the end of a three-year period on 9 April 2023, subject to continued employment within the VINCI Group.
Vesting of share awards under the plan set up by the Board of Directors on 8 April 2021

On 8 April 2021, the Board set up a performance share plan to grant awards satisfied using a total of 2,458,780 existing VINCI shares to 3,949 senior executives or employees of the VINCI Group, with the understanding that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 8 April 2021, will vest at the end of a three-year period, thus on 8 April 2024. Vesting is subject to continued employment within the VINCI Group as well as performance conditions, comprising an economic criterion for 50% of the award, two financial criteria together accounting for 25% of the award and three ESG criteria together accounting for 25% of the award.

At its meeting of 7 February 2024, the Board noted the following:

  • With respect to the economic criterion: VINCI’s average ROCE over the years 2021, 2022 and 2023 excluding VINCI Airports (see following page) was 12.3% and its average WACC over the same three years was 5.1%. The ROCE/WACC ratio was thus 2.4. As it is greater than 1.25x, 100% of the shares subject to this criterion, accounting for 50% of the award, are able to vest.
  • With respect to the two financial criteria:
    • Stock market performance: the TSR achieved by a VINCI shareholder from 1 January 2021 to 31 December 2023 was 54.6% and the TSR that a shareholder invested in the composite industry index, comprised of companies representing the full range of VINCI’s business activities, would have achieved over the same period, as calculated by a third party, was 41.4%. The difference between the TSR for theVINCI share and the TSR for the composite industry index was thus positive by 13.2 percentage points. Due to the extent of this positive difference, 100% of the shares subject to this criterion, accounting for 12.5% of the award, are able to vest.
    • Debt management: the FFO (funds from operations) / net debt ratio, determined at 31 December 2023 following the methodology applied by rating agency Standard & Poor’s and corresponding to the average of the ratios for the years 2021, 2022 and 2023, was 41.4%. As it is greater than 20%, 100% of the shares subject to this criterion, accounting for 12.5% of the award, are able to vest.
  • With respect to the three ESG criteria:
    • Environment: the Climate Change score received by VINCI from CDP Worldwide for the years 2021, 2022 and 2023 was A, A and A−, respectively. As all three of these scores are in the B band or higher, 100% of the shares subject to this criterion, accounting for 15% of the award, are able to vest.
    • Safety: the average lost-time workplace accident frequency rate over the years 2021, 2022 and 2023 was 5.65. Accordingly, 41.7% of the shares subject to this criterion, accounting for 5% of the award, are able to vest.
    • Greater female representation in management positions: the percentage of women hired or promoted to management positions worldwide across the Group was 29.28% at 31 December 2023. As this percentage is higher than the 28.33% required for full vesting, 100% of the shares subject to this criterion, accounting for 5% of the award, are able to vest.