2024 Universal Registration Document

On 7 February 2024, VINCI’s Board of Directors decided that, in light of the extent to which performance conditions had been met, 97.08% of the performance shares in awards initially granted under the 2021 plan would vest for beneficiaries having remained with the Group (i.e. 3,477 employees). The economic and financial criteria, the environmental criterion and the criterion relating to greater female representation (accounting for 75%, 15% and 5% of the initial award respectively) were 100% fulfilled. The proportion of shares vesting under the safety criterion (5% of the initial award) was only 41.7%.

On 9 April 2024, VINCI’s Board of Directors decided to set up a new performance share plan involving conditional awards of a total of 2,620,267 performance shares to 4,583 employees. These shares will not vest until a three-year period has elapsed, subject to beneficiaries

remaining employed by the Group and to the fulfilment of the following performance conditions:

• An economic criterion (50% of the initial award) measuring value creation. This is based on the ratio of the return on capital employed (ROCE, determined after the exclusion of the airports business until worldwide air passenger numbers, as reported by the IATA, return to 2019 levels 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 in line with this economic criterion will depend on this ratio. It will be 100% if the ratio is 1.25x or higher and 0% if it is lower than 1.0x, with linear interpolation between the two limits of this range.
• Financial criteria (25% of the initial award) including:
  • a) A stock-market criterion (12.5% of the initial award), measuring VINCI’s share price performance by comparison with a composite industry index, calculated by an independent third party on the basis of the stock market valuations of a list of companies operating in comparable business sectors. This relative performance corresponds to the difference, ascertained at 31 December 2026, between the following two indicators:
    • the total shareholder return (TSR) for the VINCI share between 1 January 2024 and 31 December 2026;
    • the TSR for the composite industry index between 1 January 2024 and 31 December 2026.

    Total shareholder returns include dividends.

    The vesting percentage in line with this stock market performance criterion will depend on this difference. It will be 100% if the difference is positive by 5 percentage points or more, 50% if the two TSR results are equivalent and 0% if the difference is negative by 5 percentage points or more, with linear interpolation between the two limits of this range.

  • b) A debt-related criterion (12.5% of the initial award), which is intended to measure the Group’s ability to generate cash flows in line with its level of debt. This target will be measured by the ratio of FFO (funds from operations) to net debt, 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% of the initial award), comprising:
  • a) an environmental criterion (15% of the initial award) measured by the Climate Change score received each year by VINCI from CDP Worldwide in respect of the 2024, 2025 and 2026 financial years;
  • b) a safety criterion (5% of the initial award) measuring the Group’s safety performance, based on the lost-time workplace accident frequency rate (number of workplace accidents with at least 24 hours of lost time per million hours worked for VINCI employees worldwide);
  • c) a criterion relating to greater female representation (5% of the initial award) 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 share awards on the basis of the following characteristics and assumptions:

An expense of €199 million was recognised in 2024 in respect of performance share plans that were not yet vested at 31 December 2024 (April 2024, April 2023 and April 2022 plans) and the end of the April 2021 plan.

30.2 Group savings plans

VINCI’s Board of Directors defines the conditions for subscribing to Group savings plans in accordance with the authorisations given to it by shareholders at the Shareholders’ General Meeting.

Group savings plan – France

In France, VINCI issues new shares reserved for employees three times a year at a subscription price that includes a 5% discount against the average stock market price in the period preceding the Board of Directors meeting that set the subscription price. Subscribers also benefit from an employer contribution in an annual gross amount not to exceed €3,500 per person. The subscription period for each capital increase is 3.5 months. The shares subscribed with the employer contribution are subject to a five-year lock-up period, except in cases of early redemption permitted by the plan in force. The benefits granted in this way to employees are measured, from the perspective of a market participant, at their fair value. The expense is measured and recognised on the last day of the subscription period.