2024 Universal Registration Document

General and financial elements

Record of awards under long-term incentive plans
Plan Date Initial number Shares in awards initially granted to Definitive number Vesting period At 31/12/2024
  Share-holders’ General Meeting Board meeting Beneficiaries Performance shares Company officers (1) Top 10 employee beneficiaries (2) Determined at the end of the vesting period Start of vesting period End of vesting period Number of remaining shares Number of remaining beneficiaries
VINCI 2022 12/04/2022 (3) 12/04/2022 1 35,000 1 None 29,365 12/04/2022 12/04/2025 35,000 1
VINCI 2023 13/04/2023 (3) 13/04/2023 1 36,387 1 None Unknown (4) 13/04/2023 13/04/2026 36,387 1
VINCI 2024 09/04/2024 (3) 09/04/2024 1 35,718 1 None Unknown (4) 09/04/2024 09/04/2027 35,718 1
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 long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 30,900 existing VINCI shares to Mr Huillard, Chairman and Chief Executive Officer.

At its meeting of7 February 2024, after having noted the extent to which the performance conditions had been met (details of which are provided in paragraph 5.3.1 of chapter C, “Report on corporate governance”, pages 169 and 170, in the 2023 Universal Registration Document) the Board determined that 97.08% of the performance shares under this plan would vest. The 29,999 shares in question vested for Mr Huillard at the end of the three-year period on 8 April 2024.

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 long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 35,000 existing VINCI shares to Mr Huillard, Chairman and Chief Executive Officer. The Board decided that this award would vest provided Mr Huillard remained with the Group and if the Board noted that certain performance conditions were met. This plan is subject to the same performance conditions as those applying to the performance share plan set up for the employees on 12 April 2022, with the exception of the vesting percentage linked to the performance of the TSR for a VINCI shareholder relative to the TSR for a composite industry index, comprised of companies representing the full range of VINCI’s business activities, which would be equal to 0% if the difference is negative.

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 “Adaptation of performance conditions applying to plans set up on or after 1 January 2019” in paragraph 5.2.1 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. Overall, 83.90% of the performance shares in the plan set up by the Board on 12 April 2022 for the Chairman and Chief Executive Officer are able to vest. The 29,365 shares in question will vest for Mr Huillard at the end of the three-year period on 12 April 2025, 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 9 April 2024

At its meeting of 9 April 2024, the Board decided to set up a long-term incentive plan for the Chairman and Chief Executive Officer, with effect from 9 April 2024, that involves the grant of a conditional award satisfied using existing VINCI shares, in accordance with ordinary law, 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 of 35,718 existing VINCI shares that will vest at the end of a three-year period on 9 April 2027, 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 155 and 156.