2025 Universal Registration Document

General and financial elements

4.2.2 Part based on managerial and ESG performance

At its meeting of 5 February 2026, the Board approved the recommendations of the Remuneration Committee and the Appointments and Corporate Governance Committee, which had examined managerial and ESG performance in detail.

The Board took into account the following factors:

Part based on managerial and ESG performance
Indicator Assessment of performance Weighting of the indicator as a percentage of the upper limit for the short-term variable component Performance level achieved Performance rate
Revenue generated outside France / Total revenue

Revenue generated outside France / Total revenue

Assessment of performance

Revenue growth outside France: 58.7% in 2025, up from 57.8% in 2024

Revenue generated outside France / Total revenue

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

5%

Revenue generated outside France / Total revenue

Performance level achieved

100%

Revenue generated outside France / Total revenue

Performance rate

5%

Managerial performance and dialogue with stakeholders

Managerial performance and dialogue with stakeholders

Assessment of performance

Leadership transition recognised as exemplary by investors and its quality highlighted by Board members during the formal assessment of the Board

Managerial performance and dialogue with stakeholders

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

10%

Managerial performance and dialogue with stakeholders

Performance level achieved

100%

Managerial performance and dialogue with stakeholders

Performance rate

10%

Reductions in Scope 1 and Scope 2 CO2 emissions

Reductions in Scope 1 and

Scope 2

CO

2

emissions

Assessment of performance

Reductions in Scope 1 and Scope 2 CO2 emissions ahead of schedule to meet the 40% target by 2030 compared with the 2018 baseline see paragraph 2.2.3.3, “Progress against emissions reduction targets – Scopes 1 and 2”, of the sustainability report, pages 226 to 227

Reductions in Scope 1 and

Scope 2

CO

2

emissions

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

5%

Reductions in Scope 1 and

Scope 2

CO

2

emissions

Performance level achieved

100%

Reductions in Scope 1 and

Scope 2

CO

2

emissions

Performance rate

5%

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

Managerial initiatives to reduce indirect CO

2

emissions intensity in order to remain in line with the reduction plan for Scope 3

Assessment of performance

Discipline, consistency and momentum of the initiatives taken in construction activities to optimise the use of concrete and steel as well as at airport and motorway concessions

Managerial initiatives to reduce indirect CO

2

emissions intensity in order to remain in line with the reduction plan for Scope 3

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

3%

Managerial initiatives to reduce indirect CO

2

emissions intensity in order to remain in line with the reduction plan for Scope 3

Performance level achieved

100%

Managerial initiatives to reduce indirect CO

2

emissions intensity in order to remain in line with the reduction plan for Scope 3

Performance rate

3%

Reduction in the workplace accident frequency rate

Reduction in the workplace accident frequency rate

Assessment of performance

Decline in the frequency rate to 5.70, compared with 5.80 at end-2024

Reduction in the workplace accident frequency rate

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

2%

Reduction in the workplace accident frequency rate

Performance level achieved

66.7%

Reduction in the workplace accident frequency rate

Performance rate

1.33%

Reduction in the workplace accident severity rate

Reduction in the workplace accident severity rate

Assessment of performance

Severity rate at 0.42, as against 0.41 at end-2024

Reduction in the workplace accident severity rate

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

2%

Reduction in the workplace accident severity rate

Performance level achieved

33.3%

Reduction in the workplace accident severity rate

Performance rate

0.67%

Quality and deployment of safety management policies

Quality and deployment of safety management policies

Assessment of performance

The Board notes that VINCI’s businesses are exposed to a number of risks (wide range of worksites and projects, varied environments, collaboration with other actors, risks of multiple types) and that a genuine safety culture has enabled them to outperform most of their industry peers in this area.

The Group targets the complete elimination of accidents through the application of rigorous methods, including safety by design, specific worksite procedures, personal and collective protective equipment, documentation, training, penalties and the right to refuse work.

The Group’s results have continued to improve: 76% of VINCI companies did not record any lost-time workplace accidents in 2025.

Recognising that safety requires concerted efforts on a daily basis, the Chief Executive Officer has launched a new campaign to engage everyone in the Group around the related issues and has made safety a cornerstone of his actions, with the support of the Board of Directors.

Quality and deployment of safety management policies

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

3%

Quality and deployment of safety management policies

Performance level achieved

100%

Quality and deployment of safety management policies

Performance rate

3%

Improvement in female representation at executive levels

Improvement in female representation at executive levels

Assessment of performance

Female representation at executive levels at 25.5% in 2025, compared with 20.5% in 2024

Improvement in female representation at executive levels

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

4%

Improvement in female representation at executive levels

Performance level achieved

100%

Improvement in female representation at executive levels

Performance rate

4%

Governance and compliance

Governance and compliance

Assessment of performance

Qualitative assessment by the Board

Governance and compliance

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

6%

Governance and compliance

Performance level achieved

100%

Governance and compliance

Performance rate

6%

Total Total

Assessment of performance

 

Total

Weighting of the indicator as a percentage of the upper limit for the

short-term

variable component

40%

Total

Performance level achieved

 

Total

Performance rate

38%

The performance rates for the executive officer and the non-executive officer are the same, since this performance is assessed for the year as a whole.

Performance by the executive and non-executive officers relating to management and governance quality is assessed individually.

The Board noted that the leadership transition has been recognised as exemplary by investors and its quality was highlighted by the Board members during the formal assessment of the Board.

Regarding Pierre Anjolras’s managerial performance specifically, the Board observed in particular that he already has several significant achievements to his credit since taking up the position of Chief Executive Officer:

  • change in the composition of the Executive Committee to include Group employees and work on succession plans for its members;
  • stabilisation of the organisation of the Group’s businesses;
  • increase in the number of members serving on the Management and Coordination Committee, from 32 to 80 with a doubling in the number of female members;
  • launch of a process to evaluate the Group’s image involving the participation of all Management and Coordination Committee members;
  • effective handling of roadshows organised for investors.
4.3 Remuneration paid in 2025 or payable for that same year to company officers
4.3.1 Decisions relating to Xavier Huillard’s remuneration as Chairman and Chief Executive Officer for the period from 1 January to 30 April 2025, and as Chairman of the Board since 1 May 2025
4.3.1.1 Short-term variable remuneration payable to the Chairman and Chief Executive Officer for the period from 1 January to 30 April 2025

At its meeting of 5 February 2026, following a proposal from the Remuneration Committee and a separate proposal prepared jointly by this committee and the Appointments and Corporate Governance Committee for the managerial and ESG parts, and after having first defined the performance conditions applying to the determination of the short-term variable remuneration payable to Xavier Huillard for the period from 1 January to 30 april 2025, the Board set the remuneration in light of these criteria as shown in the table below:

Short-term variable remuneration payable to the Chairman and Chief Executive Officer for the period from 1 January to 30 April 2025
Indicator (in €) 2024 bonus Percentage of maximum bonus received in 2024 2025 bonus (*) Upper limit applicable in 2025 Percentage of maximum bonus received in 2025
Managerial performance

Managerial performance

2024 bonus

312,000

Managerial performance

Percentage of maximum bonus received in 2024

100%

Managerial performance

2025 bonus

(*)

312,000

Managerial performance

Upper limit applicable in 2025

312,000

Managerial performance

Percentage of maximum bonus received in 2025

100%

ESG performance

ESG performance

2024 bonus

436,800

ESG performance

Percentage of maximum bonus received in 2024

84%

ESG performance

2025 bonus

(*)

478,386

ESG performance

Upper limit applicable in 2025

520,000

ESG performance

Percentage of maximum bonus received in 2025

92%

Variable remuneration based on managerial and ESG performance on a full-year basis Variable remuneration based on managerial and ESG performance on a full-year basis

2024 bonus

748,800
Variable remuneration based on managerial and ESG performance on a full-year basis

Percentage of maximum bonus received in 2024

90%
Variable remuneration based on managerial and ESG performance on a full-year basis

2025 bonus

(*)
790,386
Variable remuneration based on managerial and ESG performance on a full-year basis

Upper limit applicable in 2025

832,000
Variable remuneration based on managerial and ESG performance on a full-year basis

Percentage of maximum bonus received in 2025

95%
On a pro rata basis for January-April 2025 On a pro rata basis for January-April 2025

2024 bonus

 

On a pro rata basis for January-April 2025

Percentage of maximum bonus received in 2024

 

On a pro rata basis for January-April 2025

2025 bonus

(*)
263,462
On a pro rata basis for January-April 2025

Upper limit applicable in 2025

 

On a pro rata basis for January-April 2025

Percentage of maximum bonus received in 2025