5.2.2 Performance share plan set up by the Board on 17 April 2025
At its meeting of 17 April 2025, the Board decided to use the delegation of authority given by the shareholders at the Shareholders’ General Meeting held on that same date to set up a performance share plan to grant awards satisfied using existing VINCI shares pursuant to Article L.225-197-1 of the French Commercial Code, with effect from 17 April 2025.
This plan provides for the granting of awards involving a total of 2,603,010 existing shares to 4,827 beneficiaries. The members of the Executive Committee, with the exception of Mr Huillard and Mr Anjolras, thus a total of 11 persons at 17 April 2025, were eligible to receive 114,100 shares, roughly 4.0% of the shares in the awards. No awards of performance shares have been granted to Mr Huillard or Mr Anjolras under this plan.
The plan calls for vesting at the end of a three-year period, which began on 17 April 2025 and will thus end on 17 April 2028.
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.
- The economic criterion relates to the measurement of net value creation, which is determined on the basis of the ratio of ROCE, calculated as an average over three years (2025, 2026 and 2027), to WACC, also calculated as an average over the same three years, as noted by the Board at 31 December 2027. The vesting percentage in line with this economic criterion will depend on this ratio. It will be 100% if the ratio is 1.25 or higher and 0% if it is lower than 1, with linear interpolation between the two limits of this range.
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The financial criteria consist of a stock market performance criterion (accounting for 12.5% of the award) and a debt management criterion (accounting for 12.5% of the award):
- The stock market performance criterion measures, over a period of three years, the performance of the VINCI share compared with a composite industry index comprised of listed companies representing the full range of VINCI’s business activities, which is calculated by an independent third party. This performance is determined on the basis of the difference, whether positive or negative, noted at 31 December 2027, between the total shareholder return (TSR) achieved by a VINCI shareholder over the period from 1 January 2025 to 31 December 2027 and the TSR that a shareholder invested in the composite industry index would have achieved over the same period, including dividends paid. 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.
- The debt management criterion measures 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 S&P Global, and will correspond to the average of the ratios for the years 2025, 2026 and 2027. The vesting percentage in line with this criterion will depend on this ratio. It will be 100% if the ratio is 20% or higher and 0% if it is 15% or lower, with linear interpolation between the two limits of this range.
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The ESG criteria consist of an environmental criterion (accounting for 15% of the award), a criterion measuring safety performance (accounting for 5% of the award) and another relating to greater female representation at executive levels (accounting for 5% of the award):
- The environmental criterion measures the effectiveness of the Group’s environmental actions and initiatives. It reflects the efforts being made by Group companies to reduce carbon emissions for Scopes 1, 2 and 3 taken together. The vesting percentage in line with this criterion will depend on the carbon emissions generated by Group companies. It will be 100% if VINCI’s carbon intensity at end-2027, measured in tonnes of CO2 equivalent per million euros of revenue, is 598 or lower, 75% if it is 637, 50% if it is 676, 25% if it is 706 and 0% if it is 730 or higher, with linear interpolation between each pair of data points.
- The safety criterion measures 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 by VINCI employees worldwide). An average frequency rate will be calculated for the years 2025, 2026 and 2027. The vesting percentage will be 100% if this rate is 5.40 or lower, 75% if it is 5.70, 50% if it is 5.80, and 0% if it is higher than 6.00, with linear interpolation between each pair of data points.
- The criterion relating to greater female representation at executive levels measures the change in the proportion of female managers worldwide across the Group. The vesting percentage in line with this criterion will be 100% if the proportion at end-2027 is 24.7% or higher and 0% if it is lower than 23.2%, with linear interpolation between the two limits of this range.
It will be the responsibility of the Board to record the vesting percentages in line with the criteria described above.
5.3 Long-term incentive plans
5.3.1 Existing long-term incentive plans
The main features of the long-term incentive plans set up by the Company and still in force at 1 January 2026 are shown in the table below. These plans are satisfied using existing VINCI shares, with the awards subject to ordinary law.
The plans still in force apply to Xavier Huillard, Chairman and Chief Executive Officer (for those set up in 2023 and 2024) and to Pierre Anjolras, Chief Executive Officer (for the plan set up in 2025). It should be noted that executive and non-executive officers are not eligible to receive performance share awards under plans set up in accordance with the provisions of Article L.225-197-1 of the French Commercial Code.
VINCI’s non-executive officer is not eligible to receive awards under any long-term incentive plans.
