2025 Universal Registration Document

On 6 February 2025, VINCI’s Board of Directors decided that, in light of the extent to which performance conditions had been met, 83.90% of the performance shares in awards initially granted under the 2022 plan would vest for beneficiaries having remained with the Group (i.e. 3,643 employees). The economic and financial performance conditions, the debt management criterion and the environmental criterion (accounting for 50%, 12.5% and 15% of the award respectively) were 100% fulfilled. The criterion relating to safety and the criterion relating to greater female representation (each accounting for 5% of the award) were 55% and 73% fulfilled respectively. The stock market criterion (accounting for 12.5% of the award) was not fulfilled.

On 17 April 2025, VINCI’s Board of Directors decided to set up a new performance share plan involving conditional awards of a total of 2,625,010 performance shares to 4,828 employees. These shares will not vest until a three-year period has elapsed, subject to beneficiaries remaining employed by the Group and to the fulfilment of the following performance conditions:

• An economic criterion (accounting for 50% of the award) measuring value creation. This is based on the ratio of the return on capital employed (ROCE), calculated as an average over a three-year period, to the weighted average cost of capital (WACC), also calculated as an average over a three-year period. 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.
• Financial criteria (25% of the award) including:

  1. A stock market criterion (12.5% of the award), measuring VINCI’s share price performance by comparison with a composite industry index, calculated by an independent third party on the basis of the stock market valuations of a list of companies operating in comparable business sectors.

  This relative performance corresponds to the difference, ascertained at 31 December 2027, between the following two indicators:

  • the total shareholder return (TSR) for the VINCI share between 1 January 2025 and 31 December 2027;
  • the TSR for the composite industry index between 1 January 2025 and 31 December 2027.

  Total shareholder returns include dividends.The vesting percentage in line with this stock market performance criterion will depend on this difference. It will be 100% if the differenceis positive by 5 percentage points or more, 50% if the two TSR values are equivalent and 0% if the difference is negative by 5 percentagepoints or more, with linear interpolation between the two limits of this range.

  2. A debt management criterion (12.5% of the award), which is intended to measure 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 calculated as an average over a three-year period. The vesting percentage will vary between 0% if the ratio is 15% or lower and 100% if the ratio is 20% or higher, with linear interpolation between the two limits of this range.
• Environmental, social and governance criteria (25% of the award), comprising:
  1. an environmental criterion (15% of the award) measuring the alignment of efforts to reduce carbon intensity for Scopes 1, 2 and 3 taken together at end-2027 with the Group’s low-carbon pathway;
  2. a safety criterion (5% of the award) measuring 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 for VINCI employees worldwide);
  3. a criterion relating to greater female representation (5% of the award) measuring the increase in the percentage of women hired or promoted to management positions across the Group’s whole scope.

The Board of Directors may adjust these performance conditions either in the event of a strategic decision that changes the scope of the Group’s business activities or under exceptional circumstances.

Fair value of the performance share plans

The fair value of the performance shares has been calculated by an external actuary at the respective grant dates of the share awards on the basis of the following characteristics and assumptions: