2025 Universal Registration Document

General and financial elements

Remuneration policy applicable to the Chief Executive Officer

The Chief Executive Officer’s remuneration includes a short-term fixed component, a short-term variable component and a long-term variable component. All three of these remuneration components are detailed below.

Any other remuneration received as a director of the Company is considered as included in the total remuneration amount decided by the Board.

Overall structure of remuneration
General remuneration policy for executive officers Policy applicable to the Chief Executive Officer
Item of annual remuneration Type of payment Maximum amount Upper limit Performance conditions Performance indicators Amount on an annual basis
Short-term fixed component (4.1.2.2)

Paid in cash in the current calendar year in 12 monthly instalments

Set by the Board

Not applicable

No

Not applicable

€1,300,000

Short-term variable component (4.1.2.3)

Paid in cash in the calendar year following its approval at the Shareholders’ General Meeting

Ranging from nil to the upper limit of the short-term variable component

Up to 160% of the fixed component, determined by the Board

Yes

 

Upper limit: 150% of the fixed component, i.e. €1,950,000 on an annual basis

Basic earnings (attributable to owners of the parent) per share

60%

Recurring operating income

Ebitda adjusted for changes in working capital requirement (WCR) and current provisions

Managerial performance indicators

15%

ESG performance indicators

25%

Total short-term variable component

100%

Long-term variable component (4.1.2.4)

Award of VINCI shares or units that vest after three years, subject to continued service

Number of shares or units set by the Board

100% of the total of fixed remuneration plus the upper limit of the short-term variable component

Yes

 

Upper limit: number of shares corresponding to a value capped at 100% of the total of fixed remuneration plus the upper limit of the short-term variable component

Economic criterion

50%

Stock market performance criterion

12.5%

Debt management criterion

12.5%

ESG criteria

25%

Total long-term variable component

100%

4.1.2.2 Short-term fixed component

VINCI SA’s executive officers receive fixed remuneration.

Chief Executive Officer

At the Board meeting of 6 February 2025, the short-term fixed component of the Chief Executive Officer’s remuneration was set at €1,300,000 per year. It is payable in 12 monthly instalments.

4.1.2.3 Short-term variable component
Executive officers

VINCI SA’s executive officers receive short-term variable remuneration based on the level of performance achieved, as noted by the Board at the end of the year in question. This component of remuneration will only be paid if the corresponding resolution is passed at the Shareholders’ General Meeting (known as an “ex-post” vote).

The criteria for determining the short-term variable component are selected to take account of the Group’s all-round performance. To this end, they fall into three categories, relating respectively to economic and financial, managerial, and environmental, social and governance (ESG) factors.

The rationale for choosing these indicators is given below. The amount of the short-term variable component is equal to the sum of the bonuses determined after applying these criteria.