2024 Universal Registration Document

General and financial elements

The Board took into account the following factors:

Indicator Performance relative to prior year Factors taken into account
Managerial performance and dialogue with stakeholders (15%)

Managerial performance and dialogue with stakeholders (15%)

Performance relative to prior year

100 %

Managerial performance and dialogue with stakeholders (15%)

Factors taken into account

This indicator tracks the extent of the Group’s geographical diversification. The Board noted the continuing growth in revenue generated outside France and the increase in the relative contribution of the Group’s international activities (57.8%), in line with the targets set at the beginning of 2024.

Environment (9%)

Environment (9%)

Performance relative to prior year

100 %

Environment (9%)

Factors taken into account

The Board had selected the following indicators to address environmental issues: managerial efforts to reduce the intensity of Scope 3 CO2 emissions and monitoring of reductions in Scope 1 and 2 CO2 emissions. The Board noted the progress made against the Group’s emissions reduction target for Scope 1 and 2 emissions, and efforts to reduce Scope 3 emissions.

Workforce safety and engagement (11%)

Workforce safety and engagement (11%)

Performance relative to prior year

64 %

Workforce safety and engagement (11%)

Factors taken into account

The Board had selected the following criteria: (i) the effectiveness of workplace accident prevention policies by tracking the accident frequency rate; (ii) the development of employee share ownership programmes outside France by tracking the proportion of employees in other countries who are eligible to enrol in the Group savings plan; (iii) the increase in the percentage of women serving on leadership bodies by tracking their feminisation rate. The Board noted that the workplace accident frequency rate was still higher than the target and thus recorded a performance of 0% in relation to this criterion (weighted at 4%). However, the Board noted an improvement in female representation on leadership bodies as well as an increase in the percentage of employees outside France who are eligible to enrol in the Group savings plan.

Governance (5%)

Governance (5%)

Performance relative to prior year

100 %

Governance (5%)

Factors taken into account

This indicator was used to track the quality of interactions with the Appointments and Corporate Governance Committee and the Board. The Board is satisfied with the progress made in preparing the succession process and with the various milestones achieved during the year.

These achievements led the Board to set the performance-based remuneration for these criteria as follows:

Indicator (in €) 2023 bonus Percentage of maximum bonus received in 2023 2024 bonus Upper limit applicable in 2024 Percentage of maximum bonus received in 2024
Managerial performance

Managerial performance

2023 bonus

312,000

Managerial performance

Percentage of maximum bonus received in 2023

100%

Managerial performance

2024 bonus

312,000

Managerial performance

Upper limit applicable in 2024

312,000

Managerial performance

Percentage of maximum bonus received in 2024

100%

ESG performance

ESG performance

2023 bonus

438,006

ESG performance

Percentage of maximum bonus received in 2023

84.2%

ESG performance

2024 bonus

436,800

ESG performance

Upper limit applicable in 2024

520,000

ESG performance

Percentage of maximum bonus received in 2024

84%

Variable remuneration based on managerial and ESG performance

Variable remuneration based on managerial and ESG performance

2023 bonus

750,006

Variable remuneration based on managerial and ESG performance

Percentage of maximum bonus received in 2023

90.1 %

Variable remuneration based on managerial and ESG performance

2024 bonus

748,800

Variable remuneration based on managerial and ESG performance

Upper limit applicable in 2024

832,000

Variable remuneration based on managerial and ESG performance

Percentage of maximum bonus received in 2024

90 %

Total short-term variable remuneration for 2024

Indicator (in €) 2023 2024 2024/2023 change Upper limit applicable in 2024 Percentage of maximum bonus received in 2024
Total economic and financial part

Total economic and financial part

2023

1,248,000

Total economic and financial part

2024

1,248,000

Total economic and financial part

2024/2023 change

0%

Total economic and financial part

Upper limit applicable in 2024

1,248,000

Total economic and financial part

Percentage of maximum bonus received in 2024

100%

Part based on managerial and ESG performance

Part based on managerial and ESG performance

2023

750,006

Part based on managerial and ESG performance

2024

748,800

Part based on managerial and ESG performance

2024/2023 change

−0.2%

Part based on managerial and ESG performance

Upper limit applicable in 2024

832,000

Part based on managerial and ESG performance

Percentage of maximum bonus received in 2024

90%

Total variable remuneration

Total variable remuneration

2023

1,998,006

Total variable remuneration

2024

1,996,800

Total variable remuneration

2024/2023 change

−0.1%

Total variable remuneration

Upper limit applicable in 2024

2,080,000

Total variable remuneration

Percentage of maximum bonus received in 2024

96 %

4.2.1.2 Long-term variable remuneration payable for 2024 to the Chairman and Chief Executive Officer

At its meeting of 9 April 2024, the Board decided to grant a conditional award of VINCI shares to Mr Huillard, 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 €94.63 per share, the Chairman and Chief Executive Officer was granted an award, in accordance with ordinary law, of 35,718 existing VINCI shares that will vest at the end of a three-year period on 9 April 2027, subject to applicable performance conditions that will be assessed at 31 December 2026 as described in paragraph 5.3.2, “Long-term incentive plan for the Chairman and Chief Executive Officer set up by the Board on 9 April 2024”, page 167. The condition of continued service will be assessed as set forth in paragraph 4.1.2.4, page 155.

4.2.1.3 Long-term incentive plans for which Xavier Huillard is eligible

Plans set up on 12 April 2022, 13 April 2023 and 9 April 2024

These plans are mentioned in paragraph 5.3.1, “Existing long-term incentive plans”, pages 166 and 167.

Mr Huillard is eligible to be granted conditional awards under the following long-term incentive plans remaining in force at 31 December 2024

Number of shares Fair value at the grant date (in €) Percentage of the year’s total remuneration Vesting date
Plan set up on 12 April 2022 35,000 2,689,750 45.1% 12/04/2025
Plan set up on 13 April 2023 36,387 3,379,988 50.6% 13/04/2026
Plan set up on 9 April 2024 (*) 35,718 3,379,994 50.6% 09/04/2027

In accordance with the provisions of Article 26.3.3 of the Afep-Medef code, Mr Huillard made a commitment not to engage in any hedging transactions in respect of his own risks with regard to the shares in awards granted under the long-term incentive plans for which he is eligible, and agreed to respect this commitment until the end of the holding period for the shares as set by the Board, where applicable.