2024 Universal Registration Document

General and financial elements

Indicator Performance target Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component
Revenue generated outside France / Total revenue

Revenue generated outside France / Total revenue

Performance target

The Board is targeting further revenue growth outside France as well as an increase in the relative contribution of the Group’s international activities compared with 2024 (57.8%).

Revenue generated outside France / Total revenue

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

5%

Managerial performance and dialogue with stakeholders

Managerial performance and dialogue with stakeholders

Performance target

Board’s evaluation

Managerial performance and dialogue with stakeholders

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

10%

Monitoring of reductions in Scope 1 and 2 CO2 emissions

Monitoring of reductions in Scope 1 and 2 CO

2

emissions

Performance target

Alignment with the Group’s planned progress on its emissions reduction trajectory

(see paragraph 2.2.3.3 of the Sustainability report, page 217)

Monitoring of reductions in Scope 1 and 2 CO

2

emissions

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

5%

Managerial initiatives to reduce indirect CO2 emissions intensity in order to remain in line with the reduction plan for Scope 3

Managerial initiatives to reduce indirect CO

2

emissions intensity in order to remain in line with the reduction plan for Scope 3

Performance target

The level of performance achieved is determined by the Board upon reviewing the policies implemented and the initiatives taken by the business lines vis-à-vis their stakeholders.

Managerial initiatives to reduce indirect CO

2

emissions intensity in order to remain in line with the reduction plan for Scope 3

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

3%

Reduction in the workplace accident frequency rate

Reduction in the workplace accident frequency rate

Performance target

The Board is targeting a reduction in the workplace accident frequency rate, which equalled 5.80 at end-2024.

The bonus will be paid at 100% if this rate is no higher than 5.60 at end-2025.

Reduction in the workplace accident frequency rate

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

2%

Reduction in the workplace accident severity rate

Reduction in the workplace accident severity rate

Performance target

The Board is targeting a reduction in the workplace accident severity rate, which equalled 0.41 at end-2024.

The bonus will be paid at 100% if this rate is no higher than 0.40 at end-2025.

Reduction in the workplace accident severity rate

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

2%

Quality and deployment of safety management policies

Quality and deployment of safety management policies

Performance target

The level of performance achieved is determined by the Board upon reviewing the policies implemented and the initiatives taken by the business lines.

Quality and deployment of safety management policies

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

3%

Greater female representation on leadership bodies

Greater female representation on leadership bodies

Performance target

The Board is targeting an increase in the proportion of women on leadership bodies, which stood at 20.5% at end-2024.

The bonus will be paid at 100% if female representation on leadership bodies is at least 21.5% at end-2025.

Greater female representation on leadership bodies

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

4%

Governance and compliance

Governance and compliance

Performance target

Qualitative assessment by the Board

Governance and compliance

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

6%

As part of this policy, the Board reserves the right to amend or adapt these performance conditions or the way in which they are applied, while explaining the rationale behind its decision, if it believes that specific circumstances, whether internal or external to the Group, warrant such changes.

Chairman and Chief Executive Officer

The short-term variable component of the Chairman and Chief Executive Officer’s remuneration for 2025 will be calculated in accordance with the rules set out above, taking into account his performance over the year as a whole.

The amount of the bonus awarded to the Chairman and Chief Executive Officer for 2025 resulting from this calculation will be reduced on a pro rata basis between 1 January and the date of the end of his term of office as Chief Executive Officer.

Chief Executive Officer

The short-term variable component of the future Chief Executive Officer’s remuneration for 2025 will be calculated in accordance with the rules set out above, taking into account his performance over the year as a whole.

The amount of the bonus awarded to the future Chief Executive Officer for 2025 resulting from this calculation will be reduced on a pro rata basis beginning on the date of his appointment.

Non-executive officer

Following the separation of roles, the Chairman of the Board will not receive short-term variable remuneration.

4.1.2.4 Long-term variable component

Executive officers

The long-term variable component of the executive officers’ remuneration is intended to align their interests with those of shareholders, taking a multi-year perspective.

To this end, the Board carries out an analysis each year to determine the appropriate structure of the award for this component. It may be comprised of physical or synthetic VINCI shares and may be granted either under a plan set up in accordance with ordinary law or under any other plan permitted by law. Since 2014, all awards to VINCI SA’s executive officers have been granted in accordance with ordinary law and satisfied using existing VINCI shares (and therefore not in accordance with Article L.225-197-1 of the French Commercial Code due to regulatory constraints).

The fair value measurement for these awards (under IFRS 2) is capped, at the time they are decided by the Board, at 100% of the total of fixed remuneration plus the upper limit of the short-term variable component. Vesting of these awards is subject to:

  • Performance conditions measured over a period of three years. This performance determination may lead to a decrease in the number of shares delivered or eliminate the award entirely.
  • Continued service within the Group, as mentioned below. However, the Board reserves the right to maintain eligibility in other cases, depending on its assessment of the circumstances.

The performance conditions applying to plans to be put in place from 2025 are presented in paragraph 5.1, “Policy on the granting of awards”, page 164.

As part of this policy, the Board reserves the right to amend or adapt these performance conditions or the way in which they are applied, while explaining the rationale behind its decision, if it believes that specific circumstances, whether internal or external to the Group, warrant such changes.