2025 Universal Registration Document

General and financial elements

Indicator   Performance target Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component
Managerial performance indicators Managerial performance indicators

 

Revenue generated outside France / Total revenue

Managerial performance indicators

Performance target

The Board is targeting stability or an increase in the proportion of revenue generated outside France.

Managerial performance indicators

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

5%

Indicator

Managerial performance and dialogue with stakeholders

 

Determined by the Board

Performance target

10%

ESG performance indicators ESG performance indicators

 

Reductions in Scope 1 and 2 CO2 emissions

ESG performance indicators

Performance target

Alignment with the Group’s planned progress against its emissions reduction targets (see paragraph 2.2.3.3, “Progress against emissions reduction targets – Scopes 1 and 2”, of the sustainability report, pages 226 to 227)

ESG performance indicators

Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component

5%

Indicator

Managerial initiatives to reduce indirect CO2 emissions intensity in order to remain in line with the reduction plan for Scope 3

 

The level of performance achieved is determined by the Board upon reviewing the policies implemented and the initiatives taken by the business lines vis-à-vis their stakeholders.

Performance target

3%

Indicator

Reduction in the workplace accident frequency rate

 

The Board is targeting a reduction in the workplace accident frequency rate, which equalled 5.70 at end-2025.The bonus will be paid at 100% if this rate is no higher than 5.60 at end-2026.

Performance target

2%

Indicator

Reduction in the workplace accident severity rate

 

The Board is targeting a reduction in the workplace accident severity rate, which equalled 0.42 at end-2025. The bonus will be paid at 100% if this rate is no higher than 0.40 at end-2026.

Performance target

2%

Indicator

Quality and deployment of safety management policies

 

The level of performance achieved is determined by the Board upon reviewing the policies implemented and the initiatives taken by the business lines.

Performance target

3%

Indicator

Improvement in female representation at executive levels

 

The Board is targeting continued implementation of the policy to increase female representation at executive levels within the Group.

Performance target

4%

Indicator

Governance and compliance

 

Qualitative assessment by the Board

Performance target

6%

As part of this policy, the Board reserves the right to amend or adapt these performance conditions or the way in which they are applied, while explaining the rationale behind its decision, if it believes that specific circumstances, whether internal or external to the Group, warrant such changes.

Chief Executive Officer

The short-term variable component of the Chief Executive Officer’s remuneration for 2026 will be calculated in accordance with the rules set out above.

4.1.2.4 Long-term variable component
Executive officers

The long-term variable component of executive officers’ remuneration is intended to align their interests with those of investors, taking a multi-year perspective.

To this end, the Board carries out an analysis each year to determine the appropriate structure of the award for this component. It may be comprised of physical or synthetic VINCI shares and may be granted either under a plan set up in accordance with ordinary law or under any other plan permitted by law. Since 2014, awards to each of VINCI SA’s executive officers have been granted in accordance with ordinary law and satisfied using existing VINCI shares (and therefore not in accordance with Article L.225-197-1 of the French Commercial Code due to regulatory constraints).

  • Performance conditions measured over a period of three years. This performance determination may lead to a decrease in the number of shares delivered or eliminate the award entirely.
  • Continued service within the Group, as mentioned below. However, the Board reserves the right to maintain eligibility in other cases, depending on its assessment of the circumstances.

The performance conditions applying to plans put in place since 2025 are presented in paragraph 5.1, “Policy on the granting of awards”, page 163.

As part of this policy, the Board reserves the right to amend or adapt these performance conditions or the way in which they are applied, while explaining the rationale behind its decision, if it believes that specific circumstances, whether internal or external to the Group, warrant such changes.

Chief Executive Officer

If the Chief Executive Officer is working under an employment contract entered into with a VINCI Group company at the time of their appointment, this employment contract is suspended for the duration of their term of office.

The condition of continued service applicable to the Chief Executive Officer, with respect to the plans under which awards may have been granted to them as an employee prior to appointment as Chief Executive Officer, is assessed, for as long as their employment contract remains in force or is suspended, in accordance with the provisions applicable to the employee beneficiaries of the performance share plans set up by VINCI SA.

The condition of continued service applicable to the Chief Executive Officer with respect to the plans under which they are granted awards subsequent to their appointment as Chief Executive Officer is defined as presented in the table below:

Chief Executive Officer
Event occurring before the vesting date Impact on awards not yet vested under each plan
Resignation as Chief Executive Officer before the term of office ends

Resignation as Chief Executive Officer before the term of office ends

Impact on awards not yet vested under each plan

Complete forfeiture of non-vested awards

End of term of office as Chief Executive Officer due to resignation or expiry connected with a succession plan, age limit or retirement, or at the request of the Board

End of term of office as Chief Executive Officer due to resignation or expiry connected with a succession plan, age limit or retirement, or at the request of the Board

Impact on awards not yet vested under each plan

Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination

Death or disability

Death or disability

Impact on awards not yet vested under each plan

Eligibility maintained, application of specific plan provisions in case of death or disability

Dismissal as Chief Executive Officer by decision of the Board

Dismissal as Chief Executive Officer by decision of the Board

Impact on awards not yet vested under each plan

Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination