2025 Universal Registration Document

5.2 Performance share plans

5.2.1 Existing performance share plans

The main features of the performance share plans set up pursuant to Article L.225-197-1 of the French Commercial Code and still in force at 1 January 2026 are as follows:

Record of performance share awards

Record of performance share awards
Plan	Date		Initial number		Shares in awards granted to		Definitive number	Vesting period		At 31/12/2025
	Share- holders’ General Meeting	Board meeting	Bene-ficiaries	Performance shares	Company officers^(*)	Top 10 employee beneficiaries ^(**)	Determined at the end of the vesting period d’acquisition	Start of vesting period	End of vesting period	Number of remaining shares	Number of remaining beneficiaries
VINCI 2023	13/04/2023	13/04/2023	4,389	2,553,780	-	121,000	Unknown ^(***)	13/04/2023	13/04/2026	2,445,275	4,174
VINCI 2024	13/04/2023	09/04/2024	4,582	2,584,760	-	122,000	^{Unknown (***)}	09/04/2024	09/04/2027	2,529,540	4,474
VINCI 2025	17/04/2025	17/04/2025	4,827	2,603,010	-	108,300	Unknown ^(***)	17/04/2025	17/04/2028	2,590,620	4,790

Number of performance shares in awards granted to VINCI SA’s executive and non-executive officers pursuant to Article L.225-197-1 of the French Commercial Code

None.

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 performance share plan to grant awards satisfied using a total of 2,454,710 existing VINCI shares to 4,113 executives or employees of the VINCI Group, it being specified that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were granted on 12 April 2022, vested at the end of a three-year period, thus on 12 April 2025.

At its meeting of 6 February 2025, after having noted the extent to which the performance conditions had been met (details of which are provided in paragraph 5.2.1 of chapter C, “Report on corporate governance”, pages 165 to 166, in the 2024 Universal Registration Document), the Board determined that 83.90% of the performance shares under this plan would vest. The shares in question were to vest subject to continued employment within the VINCI Group, as stipulated under the plan set up on 12 April 2022.

Vesting of share awards under the plan set up by the Board of Directors on 13 April 2023

On 13 April 2023, the Board set up a performance share plan to grant awards satisfied using a total of 2,553,780 existing VINCI shares to 4,389 executives or employees of the VINCI Group, it being specified that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were granted on 13 April 2023, are due to vest at the end of a three-year period, thus on 13 April 2026. Vesting is subject to continued employment within the VINCI Group as well as performance conditions, comprising an economic criterion accounting for 50% of the award, two financial criteria together accounting for 25% of the award and three ESG criteria together accounting for 25% of the award.

At its meeting of 5 February 2026, the Board noted the following:

With respect to the economic criterion: VINCI’s average ROCE over the years 2023, 2024 and 2025 was 11.43% and its average WACC over the same three years was 6.63%. The ROCE/WACC ratio was thus 1.72. Accordingly, 100% of the shares subject to this criterion, accounting for 50% of the award, will be able to vest.
With respect to the two financial criteria:
- Stock market performance: the TSR achieved by a VINCI shareholder from 1 January 2023 to 31 December 2025 was 44.6% 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 +92.4%. The difference betweenthe TSR for the VINCI share and the TSR for the composite industry index was thus negative by 47.8 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, will be able to vest.
- Debt management: the ratio of FFO (funds from operations) to net debt, determined at 31 December 2025 according to the methodology of rating agency S&P Global and corresponding to the average of the ratios for the years 2023, 2024 and 2025, was 47.6%. As it was greater than 20%, 100% of the shares subject to this criterion, accounting for 12.5% of the award, will be able to vest.
With respect to the three ESG criteria:
- Environment: the Climate Change scores received by VINCI from CDP Worldwide for the years 2023, 2024 and 2025 were A-, A- and A, 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, will be able to vest.
- Safety: the average lost-time workplace accident frequency rate over the years 2023, 2024 and 2025 was 5.71. Accordingly, 47.5% of the shares subject to this criterion, accounting for 5% of the award, will be able to vest.
- Greater female representation at executive levels: the proportion of female managers worldwide across the Group was 24.3% at 31 December 2025. Accordingly, 100% of the shares subject to this criterion, accounting for 5% of the award, will be able to vest.

Overall, 84.875% of the performance shares in the plan set up by the Board on 13 April 2023 will be able to vest. The shares in question will vest at the end of the three-year period on 13 April 2026, subject to continued employment within the VINCI Group.