2023 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

Information on the features of the performance share plans currently in force
non-inclus Plan set up on 13/04/2023 Plan set up on 12/04/2022 Plan set up on 08/04/2021 Plan set up on 09/04/2020
Original number of beneficiaries 4,390 4,114 3,960 3,529
Vesting date of the shares granted 12/04/2026 12/04/2025 08/04/2024 09/04/2023
Number of shares granted subject to performance conditions originally(*) 2,590,167 2,461,130 2,442,945 2,274,134
Shares cancelled (17,190) (32,480) (71,135) (324,664)
Shares vested (1,240) (1,130) (680) (1,949,470)
Number of shares granted subject to performance conditions at end of period 2,571,737 2,427,520 2,371,130 -

(*) This includes shares granted to the Chief Executive Officer under a plan set up in accordance with ordinary law and subject to the same performance conditions.

On 8 February 2023, VINCI’s Board of Directors decided that 90% of the performance shares initially granted under the 2020 plan (i.e. 1,948,620 shares) would vest for beneficiaries having remained with the Group (i.e. 3,132 employees). The financial criterion (10% weighting) was not fulfilled: the difference between VINCI’s TSR (total shareholder return) calculated between 1 January 2020 and 31 December 2022 (2%) and that of the CAC 40 over the same period (17%) was negative by 15 points, and so no shares vested in respect of this criterion. The economic criterion and the environmental criterion (65% and 25% weightings respectively) were 100% fulfilled.

On 13 April 2023, VINCI’s Board of Directors decided to set up a new performance share plan involving conditional awards of a total of 2,590,167 shares to 4,390 employees. These 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 until such time as air passenger numbers worldwide return to 2019 levels, as reported by the IATA, on a full-year basis), 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 the two limits of this range.
  • Financial criteria (25% weighting) including:
    1. 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 2025, between the following two indicators:
      • the total shareholder return (TSR) for the VINCI share between 1 January 2023 and 31 December 2025;
      • the TSR for the composite industry index between 1 January 2023 and 31 December 2025. Total shareholder returns include dividends. The vesting percentage will vary between 0% if the difference is negative by 5 points or more and 100% if the difference is positive by 5 points or more, with linear interpolation between the two limits of this range.
    2. The Group’s ability to manage its debt and generate cash flows in line with its level of debt. 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:
    1. an environmental criterion (15% weighting) measured by the Climate Change score received each year by VINCI from CDP Worldwide in respect of the 2023, 2024 and 2025 financial years;
    2. a safety criterion (5% weighting) 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;
    3. a criterion relating to greater female representation (5% weighting) measuring the increase in the percentage of women hired or promoted to management positions across the Group’s whole scope.

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:

non-inclus 2023 plan 2022 plan 2021 plan 2020 plan(**)
VINCI share price on date plan was announced (in €) 109.20 90.91 90.70 76.50
Fair value per performance share at grant date (in €) 92.89 76.85 78.64 61.69
Fair value compared with share price at grant date 85.06% 84.53% 86.70% 80.64%
Original maturity (in years) - vesting period 3 years 3 years 3 years 3 years
Risk-free interest rate(*) 2.79% 0.52% (0.64%) (0.44%)

(*) 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 €185 million was recognised in 2023 in respect of performance share plans that have not yet vested (April 2023, April 2022 and April 2021 plans, and end of the April 2020 plan).