2025 Universal Registration Document

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 long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 35,000 existing VINCI shares to Mr Huillard, Chairman and Chief Executive Officer.

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 5.3.1 of chapter C, “Report on corporate governance”, page 167, in the 2024 Universal Registration Document) the Board determined that 83.90% of the performance shares under this plan would vest. The 29,365 shares in question vested for Mr Huillard at the end of the three-year period on 12 April 2025.

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 long-term incentive plan to grant awards satisfied using existing VINCI shares, initially involving an award of 36,387 existing VINCI shares to Mr Huillard, Chairman and Chief Executive Officer. The Board decided that this award would vest provided Mr Huillard remained with the Group and if the Board noted that certain performance conditions were met. This plan is subject to the same performance conditions as those applying to the performance share plan set up for employees on 12 April 2022, with the exception of the vesting percentage linked to the TSR for a VINCI shareholder relative to the TSR for a composite industry index, comprised of companies representing the full range of VINCI’s business activities, which would be equal to 0% if the difference is negative to any extent.

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 between the TSR for the VINCI share and the TSR for the composite industry index was thus negative by 47.8 percentage points. Due to 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 for Mr Huillard. The 30,883 shares in question, 9,806 of which are to be deducted for the period from 1 May 2025 to 13 April 2026, during which Mr Huillard was no longer an executive officer, will vest for Mr Huillard on 13 April 2026.

5.3.2 Long-term incentive plan set up by the Board on 17 April 2025 for the Chief Executive Officer

In 2025, the Board decided to set up a long-term incentive plan for the Chief Executive Officer, with effect from 17 April 2025, involving the grant of a conditional award of 22,000 VINCI shares, in accordance with ordinary law.

The continued service condition applicable to the Chief Executive Officer, given that he has not entered into an employment contract with the Group, is described in paragraph 4.1.2.4, “Long-term variable component”, pages 153 to 154.

Vesting of awards under the aforementioned plan is subject to the same performance conditions as those applying to the performance share plan set up by the Board on 17 April 2025 and described in paragraph 5.2.2, “Performance share plan set up by the Board on 17 April 2025”, page 165. As a departure from these conditions, although the vesting percentage relating to the stock market performance criterion will continue to depend on the difference between the TSR achieved by a VINCI shareholder and the TSR that a shareholder invested in the composite industry index would have achieved, it will be 100% if the difference is positive by 5 percentage points or more and 0% if the difference is negative to any extent, 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.