2023 UNIVERSAL REGISTRATION DOCUMENT

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 above) was 12.29% and its average WACC over the same three years was 5.11%. The ROCE/WACC ratio was thus 2.41. 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 the VINCI 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 / 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 28.33%, 100% of the shares subject to this criterion, accounting for 5% of the award, are able to vest.

Overall, 97.08% of the performance shares in the plan set up by the Board on 8 April 2021 for the Chairman and Chief Executive Officer are able to vest. The 29,999 shares in question will vest for Mr Huillard at the end of a three-year period on 8 April 2024, subject to the specific condition of continued service applicable to him.

5.3.2 Long-term incentive plan for the Chairman and Chief Executive Officer set up by the Board on 13 April 2023

At its meeting of 13 April 2023, the Board decided to set up a long-term incentive plan for the Chairman and Chief Executive Officer, with effect from 13 April 2023, that involves the grant of a conditional award satisfied using existing VINCI shares, corresponding to a total fair value (under IFRS 2) of €3,380,000, i.e. the upper limit stipulated for such an award in the remuneration policy applicable to him. As the fair value of VINCI was calculated by an independent valuer at €92.89 per share, the Chairman and Chief Executive Officer was granted an award, in accordance with ordinary law, of 36,387 existing VINCI shares that will vest at the end of a three-year period on 13 April 2026, provided that the Board has noted that continued service and performance conditions are met. The performance conditions are described below.

The condition of continued service applicable to the Chairman and Chief Executive Officer, given that he has not entered into an employment contract with the Group, is described in paragraph 4.1.2.4, “Long-term variable component”, page 158.

Vesting of awards under the aforementioned plan is subject to the same performance conditions as those applying to the performance share plan set up by the Board on 13 April 2023 and described in paragraph 5.2.2, “Performance share plan set up by the Board on 13 April 2023”, page 168. As a departure from these conditions, although the vesting percentage relating to the stock market performance criterion will continue to depend on the difference between the TSR achieved by a VINCI shareholder and the TSR that a shareholder invested in the composite industry index would have achieved, it will be 100% if the difference is positive by 5 percentage points or more, 50% if the two TSR results are equivalent, with linear interpolation between the two limits of this range, and 0% if the difference is negative to any extent. It will be the responsibility of the Board to record the vesting percentages in line with the criteria described above.

5.3.3 Holding requirements applicable to share awards under the long-term incentive plans for VINCI’s executive company officers

At its meeting of 8 February 2023, the Board decided, in accordance with Article 24 of the Afep-Medef code, that the Company’s executive company officers would be required to hold a number of registered VINCI shares equal, at a minimum, to the higher of:

• a number of shares corresponding in value to the gross annual fixed remuneration payable to the executive company officer concerned, on the basis of the share price at 31 December of the year preceding the individual’s appointment;
• a number of shares equal to 30% of the shares in the Company vested under long-term incentive plans for which executive company officers were eligible in the two last financial years preceding their appointment, where applicable. Executive company officers not in possession of this minimum number of shares upon their appointment would be required to hold 30% of the vested shares in awards granted to them under long-term incentive plans following their appointment until such time as this minimum holding requirement is met.