2024 Universal Registration Document

Number of performance shares in awards granted to VINCI SA’s executive officer pursuant to Article L.225-197-1 of the French Commercial Code

None.

Adaptation of performance conditions applying to 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 had 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 worldwide air passenger numbers, as reported by the IATA, return to 2019 levels 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.

Vesting of share awards under the plan set up by the Board of Directors on 8 April 2021

On 8 April 2021, the Board set up a performance share plan to grant awards satisfied using a total of 2,458,780 existing VINCI shares to 3,949 senior executives or employees of the VINCI Group, it being specified that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 8 April 2021, vested at the end of a three-year period, thus on 8 April 2024.

At its meeting of 7 February 2024, after having noted the extent to which the performance conditions had been met (details of which are provided in paragraph 5.2.1 of chapter C, “Report on corporate governance”, pages 167 to 168, in the 2023 Universal Registration Document) the Board determined that 97.08% of the performance shares under this plan would vest. The shares in question were to vest at the end of the three-year period on 8 April 2024, subject to continued employment within the VINCI Group.

Vesting of share awards under the plan set up by the Board of Directors on 12 April 2022

On 12 April 2022, the Board set up a performance share plan to grant awards satisfied using a total of 2,454,710 existing VINCI shares to 4,113 senior executives or employees of the VINCI Group, it being specified that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 12 April 2022, will vest at the end of a three-year period, thus on 12 April 2025. Vesting is subject to continued employment within the VINCI Group as well as performance conditions, comprising an economic criterion accounting 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.

At its meeting of 6 February 2025, the Board noted the following:

• With respect to the economic criterion: VINCI’s average ROCE over the years 2022, 2023 and 2024 excluding VINCI Airports in 2022 and 2023 and including it in 2024 (see paragraph above) was 13.03% and its average WACC over the same three years was 5.84%. The ROCE/WACC ratio was thus 2.23. Accordingly, 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 2022 to 31 December 2024 was 20% 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 an independent third party, was 34.2%. The difference between the TSR for the VINCI share and the TSR for the composite industry index was thus negative by 14.2 percentage points. Due to the extent of this negative difference, none of the shares subject to this criterion, accounting for 12.5% of the total award, are able to vest.
• Debt management: the ratio of FFO (funds from operations) to net debt, determined at 31 December 2024 according to the methodology of rating agency Standard & Poor’s and corresponding to the average of the ratios for the years 2022, 2023 and 2024, was 44.2%. 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 2022, 2023 and 2024 was A, A− and B, respectively. As all three of these scores were 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 2022, 2023 and 2024 was 5.68. Accordingly, 55% of the shares subject to this criterion, accounting for 5% of the award, are able to vest.
• Greater female representation on leadership bodies: the percentage of women hired or promoted to management positions worldwide across the Group was 28.25% at 31 December 2024. Accordingly, 73% of the shares subject to this criterion, accounting for 5% of the award, are able to vest.