Overall, 97.08% of the performance shares in the plan set up by the Board on 8 April 2021 are able to vest. The shares in question will vest at the end of a three-year period on 8 April 2024, subject to continued employment within the VINCI Group.
Adaptation of performance conditions applying to the plans set up on or after 1 January 2019
In order to maintain the interest of the Group’s long-term incentive plans as a means to boost motivation and loyalty, the Board decided at its meeting of 4 February 2021 to eliminate VINCI Airports from the ROCE calculation when determining Group performance in line with the economic criterion, from the second quarter of 2020, and until such time as air passenger numbers worldwide return to 2019 levels (as reported by the IATA) on a full-year basis. Activity in this sector had initially contracted dramatically, due to the travel restrictions introduced by governments around the world in response to the Covid-19 pandemic, with the recovery beginning in earnest in 2022 as these restrictions were eased.
5.2.2 Performance share plan set up by the Board on 13 April 2023
At its meeting of 13 April 2023, the Board decided to use the delegation of authority given by the shareholders at the Shareholders’ General Meeting of 13 April 2023 to set up a performance share plan to grant awards satisfied using existing VINCI shares pursuant to Article L.225-197-1 of the French Commercial Code, with effect from 13 April 2023.
This plan provides for the granting of awards involving a total of 2,553,780 existing shares to 4,389 beneficiaries. The members of the Executive Committee, with the exception of Mr Huillard, thus a total of 11 persons, are eligible to receive 121,000 shares, thus about 4.7% of the shares in the awards. The executive company officer is not eligible to receive performance shares under this plan.
The plan calls for vesting at the end of a three-year period, which began on 13 April 2023 and will end on 13 April 2026.
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.
- The economic criterion relates to the measurement of net value creation, which is determined on the basis of the ratio of ROCE, calculated as an average over three years (2023, 2024 and 2025), to WACC, also calculated as an average over the same three years, as noted by the Board at 31 December 2025. This indicator will 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. 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 financial criteria consist of a stock market performance criterion (12.5% weighting) and a debt management criterion (12.5% weighting).
- The stock market performance criterion measures, over a period of three years, the performance of the VINCI share compared with a composite industry index comprised of companies representing the full range of VINCI’s business activities, which is calculated by a third party. The composite index consists of listed companies active in the industry sectors concerned. This performance is determined on the basis of the difference, whether positive or negative, noted at 31 December 2025, between the total shareholder return (TSR) achieved by a VINCI shareholder over the period from 1 January 2023 to 31 December 2025 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 debt management criterion measures the Group’s ability to generate cash flows in line with its level of debt. This target will be measured by the FFO / net debt ratio, determined following the methodology applied by rating agency Standard & Poor’s, and will correspond to the average of the ratios for the years 2023, 2024 and 2025. The vesting percentage in line with this criterion will depend on this ratio. It will be 100% if the ratio is 20% or higher and 0% if it is 15% or lower, with linear interpolation between the two limits of this range.
- The ESG criteria consist of an environmental criterion (15% weighting), a criterion measuring safety performance (5% weighting) and another relating to greater female representation in management positions (5% weighting).
- The environmental 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 years 2023, 2024 and 2025. 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.
- The safety criterion measures the Group’s safety performance, based on the lost-time workplace accident frequency rate (number of workplace accidents with at least 24 hours of lost time per million hours worked by VINCI employees worldwide). A three-year average frequency rate will be calculated and the vesting percentage will be 100% if this rate is 5.30 or lower, 75% if it is 5.60, 50% if it is 5.70, and 0% if it is higher than 5.90, with linear interpolation between the two limits of this range.
- The criterion related to greater female representation in management positions measures the change in the proportion of women managers worldwide within the Group, with a target of raising the percentage by 0.5 points each year from the level of 22.2% noted at the end of 2022. The vesting percentage in line with this criterion will be 100% if the proportion at end 2025 is 23.7% or higher, 50% if it is 23.2% and 0% if it is lower than 22.2%, with linear interpolation between the two limits of this range.
