Ladies and gentlemen, dear shareholders, good morning. Welcome. Welcome to VINCI's Annual General Meeting. It's such a pleasure to see you all again year after year. As you can see, we have a broader stage here as a result of the succession plan. Last year, you elected Pierre Anjolras as Chief Executive Officer. He was appointed as such as of May 1st, 2025, and therefore it is Pierre Anjolras who will present the group's performance and outlook alongside Christian Labeyrie, whom you know very well. This will be Christian's final AGM. Next year you will meet his successor, Thierry Mirville. He is with us today. Christian has been the group's Chief Financial Officer since 1999. I know that we've changed venues from time to time, but he has stood at this podium 27 times for our AGMs.
This must be a CAC 40 record, and that gives you a sense of the pivotal role that he has played in VINCI's remarkable journey. I think he deserves a warm round of applause. We also have Patrick Richard with us, a General Counsel for 25 years, a Secretary to the Board and to the AGM since 2007. For him as well, this will be the last of a long series of 20 AGMs. If all goes well, Sophie [Deis-Beauquesne], who's also here with us today, will be replacing Patrick in a couple of months. Once again, Patrick, many thanks for your tireless and invaluable contribution. All of these transitions are taking place in a natural and carefully considered way. Pierre and I talk constantly. We have a constant focus on continuity. In just a few moments, you will see that your group remains true to itself.
It has the same strategic [VINCI], the same way of operating. We call it the VINCI Way, and above all, we have the same discipline and commitment to all-around performance, combining economic, social, and environmental results. Now, we're never going to rest on our laurels, but we do owe our success first and foremost to our nearly 300,000 colleagues across 4,300 business units. We owe our success as well to the strength and cohesion of the executive committee, one that Pierre has significantly reshaped in recent months, and whose members are all with us today. Finally, we owe our success to the quality of our corporate governance. The members of your board of directors present today include Annette Messemer, our new Lead Director.
Let us also welcome Carlos Aguilar, Yannick Assouad, Benoît Bazin , Karla Bertocco Trindade, Caroline Grégoire-Sainte Marie, Claude Laruelle, Marie-Christine Lombard, René Médori, Roberto Migliardi, Frédéric Nougarède, Alain Saïd, as well as María Victoria Zingoni. After 12 years of service on the board, Marie-Christine will be stepping down at the end of this AGM, and I would like to thank her warmly for her commitment. She has made an outstanding contribution to your group. Roberto Migliardi is the board member representing employees, and he will also be stepping down at the end of this AGM, and I would like to thank him as well for his valuable contribution to the group. He will be replaced by Nelson Martín Gallego, a new representative appointed by the group's European Works Council when the EWC last met. He's a new board member starting today. Thank you, Nelson.
I suggest we formally open the meeting. This combined shareholders' meeting is being held on first notice. All required legal notices relating to the convening of shareholders have been duly published within the applicable time frames. The financial statements, reports, and all the documents required to be made available to shareholders have been provided in accordance with the applicable legal and regulatory provisions. These documents are available in a huge trunk that Patrick schleps around at every AGM. The documents are available here on the table. I would ask you to take formal note of this. We will now proceed with the appointment of the members of the Bureau, verify that a quorum is present, and review the agenda for today's AGM. Regarding the appointment of the members of the Bureau, I will act as Chair of the Bureau.
As for the scrutineers, I note that among the shareholders present or represented, Frédéric Nougarède, the Chairman of the Supervisory Board of the Castor Employee Fund, and Frédéric Rosamond, representing Amundi, are among those holding the largest number of voting rights, and I would therefore ask whether they are willing to act as scrutineers. I propose that Patrick Richard act as Secretary of the meeting. With regard to the quorum, I would like to note that VINCI's share capital currently consists of 582,257,305 shares. From this total, we must deduct the shares held by VINCI itself, namely 28,718,953 shares, in order to determine the number of shares carrying voting rights. I would also remind you that the company's bylaws do not provide for double voting rights. The number of shares held by shareholders present or represented having voted by proxy is 503 million.
Therefore, the quorum is 70.72%, which is a new record for our group. This is an excellent quorum, and we're happy with it. This exceeds the thresholds of 20% and 25% required for ordinary and extraordinary general meetings held on first notice. The meeting is therefore duly constituted and may validly deliberate. Let me also remind you that resolutions under the ordinary part are adopted by a simple majority, while others under the extraordinary part require a 2/3 majority. The agenda for this meeting is already known to you. It has been published and appears on page five of the notice meeting. It is also displayed on the screen, so I will not read it out in full.
Finally, I would inform you that the company has not received any requests to add draft resolutions or new items to the agenda, and that the Social and Economic Committee has not exercised its statutory right to submit draft resolutions. I suggest, lastly, that we do not read the full board of directors report. It's available in the 2025 URD, which is available. If you don't have it yet, it's available in the lobby of Salle Pleyel. You can also find it on the company's website. How shall we proceed?
Well, as usual. In a few seconds, I will hand over to Pierre Anjolras, and he will walk you through the key highlights and overall performance of 2025. Christian Labeyrie will present the financial performance of each division and of the group as a whole. Pierre Anjolras will return to outline the outlook for 2026, and this will be followed by presentations on the work of the board's committees. We will then hear from our statutory auditors, and these presentations will be followed by a Q&A session. Finally, we will vote on the resolutions. Pierre, over to you.
Thank you, Xavier. Good morning, everyone. I, too, would like to welcome you to the 2026 Annual General Meeting. Let's watch a quick video on the highlights from the past 12 months.
VINCI is a world leader in concessions, energy solutions, and construction, operating in more than 120 countries. We aim for all-round performance, combining social, environmental, and economic performance, which are interdependent and inseparable. At VINCI, our people are our most valuable asset. Our 294,000 employees in 4,300 business units are united by the same aim to forge a sustainable world. In an increasingly uncertain world, we stand together with an optimistic but also humble attitude around compelling values, autonomy, responsibility, trust, and daring. Beyond our differences, we share across the world what we call the VINCI Way. It's how we do things together. We foster social progress. As a humanist group that stands for inclusion and solidarity, safety is the group's number one priority for everyone, our employees, temporary staff, subcontractors, and customers.
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We hire, train, and empower talented women and men to help them grow. We take action to support integration and diversity. We encourage civic engagement.
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To rise to the challenge of protecting the planet, we are determined to deliver solutions that enable the sustainable transformation of living environments, of infrastructure, of mobility, and advance the energy transition at a local level. We have set a bold environmental ambition built on three interdependent pillars, acting for the climate, the circular economy, and preserving natural environments. We are aware of our responsibility and committed to significantly reducing our direct impact while helping our customers, suppliers, and partners reduce theirs. Most of our projects involve renovating existing assets, building infrastructure to decarbonize mobility, and advancing the energy transition to phase out fossil fuels.
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The VINCI journey for decarbonization is at the front of our minds and our planning. We look at the ability to decarbonize a large electrification of our heating and ventilation and air conditioning systems. The building is super efficient, and we also then have our energy coming from green sources.
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For over a century, we have designed, financed, built, outfitted, operated, and maintained vital infrastructure for communities and people, mobility infrastructure, energy infrastructure, urban infrastructure. We are leaders in our fields. Our performance stems from our founding principles, a decentralized, multi-local, multicultural organization with deep roots in the regions where we work that gives us agility and a sense of responsibility, a balance between long cycle and short cycle activities, a stable mix of large and small projects, an effective and human approach to management built on the trust of our employees and our other stakeholders.
Having [VINCI] as our shareholder means that we're now part of a group with 74 other airports. We're able to share expertise across the group. We've also got the expertise at head office in Paris as well. We're able to access knowledge and expertise that we don't have in-house. Because we're now part of that group, we're able to work more closely with Gatwick and Belfast.
We continue to expand internationally when and where it makes sense.
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We are solution architects, entrepreneurs, builders, refurbishers, operators, and partners, building the world of tomorrow together. We take the long view and are committed for the long run.
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We work day after day with the megatrends that are already shaping the future, sovereignty, the energy transition, low-carbon mobility, urban growth, the AI-fueled digital revolution, and the environmental transition.
Not just storage energy and trade with energy, which is also important, it's also the stability they provide to the network. Type of projects are very key and important for that.
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Our goal is not to grow big. It is to serve a useful purpose for people, for communities, for the planet.
Ladies and gentlemen, dear shareholders, we're extremely proud of this video. It shows exactly who we are. We are a world leader in infrastructure, but we are much more than that. We are a company that takes the long view, and that's what underpins our all-around performance. These principles are at the very heart of your group's culture. For over 20 years, we have held a clear conviction. Social, environmental, and economic performance are inseparable. What's more, each one strengthens the others. In the short term, they fuel growth, and over the long term, they are what makes us resilient. Let me talk to you first and foremost about our social performance. We have a project-driven culture. We have several 100,000 projects delivered every year. Our project-driven culture puts people firmly at the center of everything we do across our 4,300 companies.
Our greatest asset is quite simply our people. We have a decentralized organization, which is built on the following principles, autonomy, accountability, trust, and boldness. This decentralized organization is designed to empower individual initiative while fostering strong collaboration across the group. When it comes to people and social performance, our number one priority is safety, ensuring the protection of our employees and everyone working alongside them every single day on every project. Across our 4,300 companies, we have built a genuine safety culture. It is this culture that enables us to outperform most of our industry in this area through extensive training, 3.5 million hours every year. We work collectively across the network, and we apply rigorous disciplined methods. Our ambition is clear, zero accidents, and we are making real progress.
More than 75% of VINCI companies, so over 3,000 VINCI companies, recorded no lost time accidents in 2025. With the full support of the board, I have made safety a top strategic priority, and together with the executive committee, we have launched a renewed group-wide mobilization to go even further. When it comes to people and social performance, VINCI is a major player in recruitment and workforce inclusion. Your group employs close to 300,000 people worldwide. Each year, we bring on nearly 85,000 new employees in long-term roles, including 10,000 young people starting their careers, and close to 30% of newly recruited managers are women. In France alone, last year, VINCI also supported 6,500 middle school students from priority urban and rural areas through work experience programs, introducing them to the group's professions.
Each year, 8,500 young people take part in work-study programs within the group, and 4,000 individuals were recruited through dedicated inclusion pathways. VINCI recruits. VINCI integrates. You see this at scale, but always with a strong local footprint in every region, working hand in hand with local partners, deeply rooted in the communities we serve. To support people and social performance, the group invests heavily in training and upskilling to strengthen employability across its workforce. In 2025, more than 230,000 employees, around 80% of our workforce, received training, averaging 24 training hours per person. In France alone, that's twice the national average across all sectors. To support this, the group relies on a network of more than 100 internal training centers as well as open-access e-learning platforms. In 2025, over 730,000 courses were completed online.
Beyond social performance or even societal performance and more broadly, we actively encourage our employees' civic engagement, and we do this through our network of 15 foundations in France and internationally. Our core mission is to support community initiatives that strengthen social cohesion at the local level, and together they represent an annual budget of over EUR 7 million. Finally, when it comes to people and social performance, VINCI has, for nearly 30 years, pursued an ambitious employee share ownership policy, bringing as many employees as possible into the group's success.
By the end of 2025, more than 176,000 employees and former employees in France and internationally, collectively held 11.3% of the share capital, making them VINCI's largest shareholder. Now, these two figures, 176,000 employee shareholders and EUR 8 billion in capital held, place your group among the top three companies in the CAC 40 for employee share ownership. It's a real strength.
It's also a powerful driver of alignment and long-term stability. Let me now turn to your group's environmental performance in 2025. While people are a fundamental condition for success in a group like yours, environmental performance is both a responsible response to the climate emergency and a powerful driver of growth. As shareholders, in 2021, you expressed your support for our environmental transition plan built around three key priorities, fighting climate change, optimizing resources through the circular economy, and protecting natural environments. Across each of these priorities, VINCI has a dual ambition to significantly reduce the footprint of its own operations and to support its clients, suppliers, and partners in reducing their own footprint. The first pillar of our environmental performance is climate action.
Starting with our own operations, we have committed to an ambitious decarbonization pathway for all direct emissions, aligned with the Paris Agreement and validated by the SBTi, the Science Based Targets initiative. At the halfway point in 2025, the group is fully on track with its commitments, as shown by this carbon trajectory. We still have a further 20% reduction to achieve by 2030. In this respect, I would like to highlight the remarkable ambition of VINCI Airports. It already operates six net zero airports today, making it a global leader in a sector where decarbonization remains a major challenge, and we intend to keep pushing forward.
We have just covered the first pillar, climate, which is shown in blue on the left, so I won't go back over it, and the second pillar of our environmental strategy is resource optimization through a circular economy approach, illustrated in the purple column in the center. So in practical terms, this means producing recycled materials through VINCI Construction's recycling platforms and reusing those materials, particularly on VINCI Autoroute projects. The third pillar is preserving natural environments, shown in green on the right, and the group applies the avoid, reduce, offset approach and has rolled out biodiversity action plans across all its business lines. For example, our concessions businesses are actively working to eliminate the use of plant protection products, and VINCI Immobilier is focusing on urban regeneration, redeveloping existing sites rather than building on new land.
Beyond reducing the impact of our own operations, and this is even more significant, VINCI supports its clients with solutions that help them reduce the footprint of their own activities. This is a powerful growth driver for the group because VINCI's purpose is to contribute to transforming living environments to sustainable mobility and to the energy transition. In that respect, as you can see, around half of the group's activity is recognized under the European taxonomy as contributing to the environmental transition. Let me give you a few examples, moving from left to right and top to bottom. This includes our low-carbon energy infrastructure activities in power generation, renewables and nuclear, and of course, in electricity transmission and distribution networks. It also includes low-carbon mobility infrastructure, rail networks, so main lines, high-speed rail, urban transport, trams, and metro lines.
Soft mobility infrastructure, such as cycle paths and pedestrian areas, and not forgetting electric mobility infrastructure along roads and motorways. It also covers water infrastructure, treatment plants, and networks for both drinking water and wastewater, as well as retention basins. Finally, a wide range of urban infrastructure, building refurbishment, and energy efficiency solutions for housing, offices, and industrial sites. Across all these areas, the group is scaling up the most promising environmental solutions. Among the flagship initiatives, I would highlight Charge As You Drive. It's a dynamic charging system for heavy goods vehicles led by VINCI Autoroutes, and within VINCI Construction, the Granulat+ program and the Ogêo offering, both promoting material recycling.
Also the use of low-carbon concrete under the Exegy standard, as well as the energy efficiency solutions developed by VINCI Energies and Cobra. Our social and environmental performance are, therefore, the concrete expression of our commitment to serving society and local communities, to promoting more responsible practices, and to better managing our resources and our risks. These are the foundations of our long-term development, and they underpin our economic performance. That economic performance is what I'd like to turn to now, and I will then invite Christian Labeyrie to take you through the group's 2025 financial performance in more detail. What stands out from 2025 is a truly strong economic performance by VINCI, fully in line with previous years, despite a macroeconomic and geopolitical environment fraught with much uncertainty. The key highlights include solid revenue growth combined with higher operating income across all our business lines.
That's what really matters to us. More than volume growth, our focus is on profitable growth. Net income also increased by 1%, despite a very significant rise in taxation in France in 2025. Excluding the additional corporate tax, it is up 10%. Free cash flow reached a new all-time high at EUR 7 billion. That's something Christian will come back to in more detail. This strong performance demonstrates the relevance of the group's decentralized multi-local organization. It is also a reflection of your group's unique culture. As you know, VINCI, as a global leader in infrastructure, operates in around 100 countries, but our 12 core countries accounted for 84% of total revenue in 2025. Those are markets where we have longstanding positions. Our top six include France, the U.K., Germany. Germany will become our leading international market in 2026. Not forgetting Spain, the U.S., and Canada.
Overall, revenue generated outside France is now approaching 60% of the total, and you may have noted that 56% of our net income is generated outside France. We have been pursuing this international expansion strategy consistently for the past 15 years, and we will continue to do so. Let me share a few highlights by business line. Starting with concessions. For VINCI Airports, the key takeaway is strong momentum. Revenue reached EUR 4.8 billion, up 6%. This was driven by solid traffic growth. In total, the network of VINCI Airports handled 334 million passengers in 2025, up 5% compared with last year. Customer demand remains strong even as the post-COVID rebound effect gradually fades. Mobility demand is clearly a fundamental need. We also saw particularly strong growth in recently acquired airports, OMA in Mexico, Edinburgh, and Budapest.
This strong passenger traffic performance also reflects our ability, thanks to our unique global airport network, our ability to support airlines in opening new routes. We launched 400 new routes this year alone. This strong collective performance further reinforces VINCI Airports' position and its unique portfolio of assets as the world's leading private airport operator. Starting with VINCI Autoroutes, where revenue rose by more than 2% to EUR 6.7 billion, traffic increased by close to 1%. Beyond these solid figures, it's worth highlighting that we have reestablished a constructive and balanced dialogue with the French government, as illustrated by the Escota investment program, which is designed to ensure infrastructure quality through to the end of the concession in 2032. This program was approved by the government early last year. We have also signed a new multi-year plan with Cofiroute. I will come back to that shortly.
Turning to VINCI Highways, that is our international portfolio for motorways, which generated close to EUR 550 million in revenue. Traffic trends are also positive across our European and North American assets. Brazil, in particular, was a key highlight for VINCI Highways in 2025. In Brazil, we now operate close to 1,200 km of motorways in this dynamic country, making it our largest motorway network outside France, and to give you a sense of scale, a network slightly longer than Cofiroute's. Within Concessions, as we've just seen, we are the world's leading private airport operator, and we're now also the world's leading private motorway operator with 8,200 km currently and soon close to 9,000 km once the acquisition in India is included, but I'll come back to that later.
Let's now move on to energy services, namely VINCI Energies and Cobra. This business remains highly dynamic, driven in particular by the energy transition and the digital transformation. Revenue came in at close to EUR 30 billion. This confirms your group as a global leader in energy services, and that represents growth of 8%. Growth was driven primarily by international markets, which accounted for more than 70% of total revenue. Let's take a closer look at Germany. For energy services, we're talking EUR 5 billion in revenue in 2025. Germany is now the leading international market for energy services. Activity is expected to continue growing in the coming years, thanks to a large number of electrification projects across the country and VINCI Energies' recent acquisitions in Germany. On the M&A front, VINCI Energies continued its strong momentum, completing 33 acquisitions in 2025, more than one every two weeks.
These acquisitions, mainly international, represented around EUR 700 million in additional full-year revenue. In energy services, core business activities, meaning smaller-scale projects carried out with repeat customers, which account for 88% of energy services revenue, remains strong, both in France and internationally, with growth of 6%. In major projects, Cobra's area of excellence, activity rose sharply, up 24%, driven in particular by the construction in Germany of offshore electricity conversion platforms for the North Sea. Again in Germany, the development of an LNG regasification terminal, high-voltage transmission lines in Brazil, and the launch of a major public-private partnership for electricity transmission in Australia, all of which are strategic projects for the energy sovereignty of these regions around the world.
Overall, 2025 once again confirms the strong positioning of our energy services business in highly dynamic markets, driven in particular by the energy transition, digital transformation, and increasingly by defense and sovereignty considerations. In construction, revenue increased slightly, reaching just over EUR 33 billion. Let me take this opportunity to highlight something that's not widespread among the competition. Something that sets us apart from many of our peers. The vast majority of VINCI Construction's revenue comes from smaller scale projects carried out for repeat customers, what we call our core business activities. Large projects, by contrast, are deliberately kept to around 10% of our activity this year. Market conditions for VINCI Construction vary depending on the segment. Core business activities remained at a solid level, supported by strong performance in road, rail and hydraulic works, as well as building refurbishment projects.
Specialist activities at Soletanche Freyssinet also held up well, particularly in the nuclear sector, while large projects declined, reflecting the phasing of progress on certain major infrastructure projects. In property development in France, market conditions remain challenging, as you all know. Against this backdrop, VINCI Immobilier teams have shown strong resilience in navigating these headwinds, as reflected in the return to positive results in 2025. Let me say a few words about order intake. It remained at a high level in 2025, totaling EUR 63 billion.
What really stands out is that order intake in our core business activities make up the bulk of revenue in energy services and construction. They remain well-oriented with growth of 3%. Another key point is that order intake remained overall above revenue levels, particularly in energy services, but also in construction. This simply means that our backlog continues to grow. I will now hand over to Christian Labeyrie, who will walk you through the group's financial performance for 2025 in more detail.
Thank you, Pierre. Ladies and gentlemen, shareholders, good morning. For the 27th time, I'm going to present the main figures, the main financials of the year for VINCI, not the 1999 figures, but those at 2025. Pierre has already outlined them. Let's start with revenue close on EUR 75 billion. That's an increase if at constant currency, that's how we need to reason, given currency volatility of increase over 5%. Very good performance in the economic context of the year 2025.
That reflects, in particular, the strong dynamism of energy services, whose revenue is now close to EUR 30 billion. That's 8% growth versus 2024. Concessions are also on a good trend, up 5% with revenue topping EUR 12 billion. As to construction, posting more moderate growth of 1%, the consequence of our selective policy in terms of order intake, which is key to protect our margins on very competitive markets.
VINCI Group's expansion rests not just on the organic growth of its activities driven by the market trends, but also M&A. In 2025, about half of the revenue growth comes from the acquisition of new companies. That represents EUR 1.8 billion additional activity on the year. I would cite the main one, FM Conway in the United Kingdom, public works company, well established in the London area, strengthening VINCI Construction's presence on that market. Several companies in North American roadworks and specialty business lines of VINCI Construction, a zone where the group plans to accelerate its expansion going forward. About 30 acquisitions, VINCI Energies, essentially international. Three in the German Mittelstand, as Pierre said, Germany with the U.K. is the leading VINCI group market internationally. In Brazil, a new highway concession between Belo Horizonte and Brasília.
These acquisitions enable VINCI to densify its local presence, enrich its skills, and create value by implementing synergies across its various subsidiaries. Revenue growth is virtuous, goes hand in hand with ROPA growth, that is operating profit from ordinary activities. Operating profit comes in at EUR 9.6 billion, up 6% over 2024. That's growth higher than the revenue growth, an improvement in the operating margin, standing at 12.8% + 25 basis points over 2024. As these bar charts show, our three business lines contributed to the growth in EBIT, that of concessions up close to EUR 250 million, energy services up EUR 220 million, with a revenue margin of 7.6%, up 20 basis points versus 2024. Construction EBIT is up by EUR 110 million, a margin on revenue of 4.1%, up 30 basis points over 2024. The pie chart on the right shows the breakdown by business line.
Concessions account for just over 60% of the total. Energy services, almost 25%. Construction, 15%. Now, the share of concessions in the total remains very significant. The other business lines have grown over the past few years, notably the share of energy services. The strategic choices made by the group a long time ago account for this rebalancing, leading to a lesser dependence of VINCI in the past on French autoroute concessions. Turning now to cash flows. Pierre indicated 2025 was outstanding for free cash flow generation. It's a crucially important metric, very closely followed by financial analysts and investors because it measures the resources generated by the group during the year to fund its investments, its expansion through the acquisition of new companies, and of course, to finance the dividend paid to shareholders and share buybacks.
With a free cash flow in 2025 of EUR 7 billion, this is a new record. It's the record consequent of the EBITDA growth, which reached EUR 13.5 billion, up over 6% versus 2024. This EBITDA growth, forgive me for that, offset the increase in financial expenses, an increase in taxes, including the increase of corporate tax in France, which came in close to EUR 450 million in France. At the same time, CapEx for the year were maintained at a high level, EUR 4.9 billion, of which close on EUR 1.5 billion mobility infrastructure, airports, and autoroutes, about EUR 1 billion in power infrastructure. I need to stress, improved working capital of EUR 2.5 billion, reflecting the continuing efforts of the group's operations to improve billings and collection of receivables, notably at VINCI Construction.
Over the past three years since 2023, it's over EUR 6 billion additional cash thus generated thanks to working capital and better operating cash management. New developments on financial investments of the year net of disposals, they stood at EUR 1.8 billion, concerned primarily acquisitions by VINCI Construction mentioned previously by VINCI Energies, and also additional price paid to ACS in respect to the Cobra acquisition integration in our accounts of Brazilian highway concessions. Disposals, they accounted for about EUR 300 million, essentially Cobra and VINCI Concessions. These disposals are part of regular portfolio reviews that are regularly conducted by VINCI so as to optimize return on equity and make the presentation of our activities clearer.
Lastly, amounts devoted to return to shareholders and capital movements amounted to EUR 4.7 billion, EUR 2.7 billion dividend paid to shareholders, EUR 800 million paid to the minority shareholders, certain subsidiaries, Gatwick Airport in London and Edinburgh, EUR 1.2 in respect of share buybacks, net of share capital increases undertaken as part of the share ownership plan. The share ownership of maximum number of people in France abroad is a key component of the group's performance culture. Taking in these flows, net debt is down by EUR 1.3 billion on the year, coming in EUR 19.1 billion, December 31st 2025. That's 1.4x [EBITDA], which is a very modest leverage in respect of our recurring cash flows, not only the long-term highway concessions but also energy services and construction from strong flow business as we call it.
If we put things in perspective, VINCI will have generated over the past 10 years EUR 48 billion in cash flow, an amount very much higher than profits over the period, EUR 35 billion, in spite of disruptive exogenous events that we experienced, COVID in 2020 or war in Ukraine. These bar charts shows that increments have been reached over the years and, for three years now, the annual cash flow top EUR 6 billion. This demonstrates the power and resilience of VINCI's business model that, as Pierre said, rests on decentralized organization made up of thousands of business units, 4,300 led by autonomous teams on the ground, sharing the same values.
The relevance of the group's positioning on buoyant markets and its rigorous management, this ability to generate steady and significant cash flow is a great asset to follow our strategic roadmap and prepare the future as illustrated by developments by the group in the airport sector, autoroutes in France, highway abroad through acquisition of Cobra and recent developments and power transmission infrastructure. Clearly we have the means of our ambition whilst ensuring return to shareholders in the form of dividend and share buyback. Just to conclude, I'd like to recall the fundamentals of our financial policy. Firstly, it's important to constantly preserve a significant amount of liquidity to meet contingencies.
There are many in number to seize M&A opportunities when they arise, as we did in 2021 with Cobra that was finalized December 31st last year, decided the best time to raise funds on the financial market so as to optimize our borrowing conditions. Liquidity is the price of our independence in the context of financial markets, increasingly volatile, not to mention stressful situations as we saw in March 2020 with COVID or February 2022 with the war in Ukraine.
In 2025, we have cash on the balance sheet, EUR 15.5 billion, with a credit facility, EUR 6.5 billion from our bank. Secondly, we must at all cost preserve the excellent credit ratings awarded by S&P's and Moody's over 10 years ago, even further back, because these ratings have been confirmed constantly in A- and A3 respectively, with stable outlook in both cases. Bond markets are the prime source of funding for VINCI.
Essentially, the euro bond market accounts for 60% of the group's gross debt. Stability of credit rating is key to preserve the confidence of lending and optimize our lending borrowing conditions over time. At the end of 2025, the average maturity was five and a half years, which means every year we must reimburse loans maturing and issue new loans. In 2025, we reimbursed EUR 4.2 billion and issued new loans for EUR 5.7 billion. Now the group for this, of course, has the possibility of issuing the various signatures that are VINCI SA, of course, but those of our autoroute concession companies, ASF, Cofiroute, and some of our infrastructure offer good long-term visibility, such as airports, London Gatwick, Edinburgh. The idea being to position ourselves, the debt, as close as possible to the generated cash flow.
Since the beginning of the year, we reimbursed about EUR 800 million and issued just over EUR 1.3 billion in new loans with a convertible ADP bond, EUR 500 million at a very low rate of EUR 0.75 per annum. These transactions were achieved very opportunistically before the start of military operations in the Middle East. In terms of rate management, our rule of prudence consists of setting the rates on the bulk of our debt, save for amount that corresponds to available cash.
The group's treasury is placed on short maturities at variable rates, the Euribor three months, so the impact of changing interest rates upwards or downwards on the variable cost of debt is offset in reverse by the remuneration on treasury investments. On average, the group's debt stood at EUR 33 billion, EUR 70 billion at fixed rate to [16] at variable. The average cost of the debt stood at [4.37%] in 2025 as compared to 5% in 2024. Thank you for your attention. Back to Pierre for the outlook in 2026.
The outlook for your group reflect its value creation strategy in its long-term as well as short-term business. Let's start with the long-term business, infrastructure mobility in this area. VINCI has agreed, defined major deals strengthening the visibility of these contracts and offering promising growth prospects in airports. First of all, let me stress the importance of the growth of airports operated by VINCI, especially supplemented through external growth in this complex world. One of the big strength is to establish relations based on trust throughout the world, and through this constructive dialogue, several major agreements were signed these past few months.
In London Gatwick, in September 2025, we obtained the approval of the northern runway, which is a defining project for the airport as well as for the whole country. In Lisbon, our teams initiated in 2025, the request of the port authorities studies to develop a new airport at Alcochete, close to Lisbon. In Mexico, our subsidiary, OMA, signed at the end of last year a new economic regulation contract of five years defining the investments over the period as well as associated tariff increases. I'd like to mention the beginning of the works launched by VINCI Airports in close conjunction with VINCI Construction [energy] on the new terminal of the Santo Domingo Airport in the Dominican Republic. All these vital infrastructure are kept alive and adapting, and these are as many opportunities to create additional value by VINCI across the airports.
In autoroutes, now several major agreements were announced early this year. In France, VINCI Autoroutes concluded a new rider to the concession of Cofiroute to finance shared mobility and land planning projects, and to receive e-vehicles. In terms of mobility, 100% of VINCI Autoroutes are equipped with charging stations, making it the best-equipped autoroute network with over 50 every 100 km, and the number of charging stations on the network is set to double. Still in the highways, but in India, VINCI Highways announced just over two weeks ago having signed an agreement to acquire [fine] portfolio of nine highways representing about 700 km in India. A highway portfolio of this quality is a rare opportunity in a high-growth market, and this acquisition is part and parcel of VINCI's long-term investment strategy in mobility infrastructure. A big bravo to Nicolas Notebaert, the Concessions Head, and to his teams.
In terms of energy infrastructure for long-term, the group at the end of 2025 has a total capacity of renewable energy of 5 GW, 1.2 already in operation and 4 GW in ready-to-build mode. To date, EUR 2.3 billion has been invested in this portfolio. This selective investment policy is focused on a limited number of geographies, [to wit], Spain, Brazil, United States, also Australia. We plan to strengthen the value of these assets by combining them with battery projects. On the basis of the current portfolio, we're banking on an activity EBITDA of close on EUR 400 million by 2030. Furthermore, VINCI benefits from long-term know-how to implement major turnkey projects of construction and maintenance of high voltage power lines. VINCI is currently in charge of four public-private partnerships for over 2,000 km of power lines in Brazil and Australia.
It's the beginnings of an asset portfolio in the field of power transmission infrastructure activities. Opportunities are many in number in Brazil, developing in Australia and set to expand significantly in the United States, notably. More generally, all our business lines are nurtured by the megatrends that are underway throughout the world. Shown here is the exposure of your group to a selection of six major trends that we consider to be very dynamic, both short and long-term. In power infrastructure, your group generates over EUR 10 billion annual revenue with an order book of EUR 20 billion.
VINCI is clearly a world leader in this field, not the leader. That is the number one power provider, particularly in Europe where we have no fossil fuels for reasons of obvious energy sovereignty. We must develop energy production, renewables and nuclear power, and also develop the transmission and distribution grids and networks.
For the other major trends in the rail sector, VINCI's revenue is EUR 6 billion, order book of EUR 10 billion, defense and sovereignty EUR 2 billion in revenue, EUR 3 billion order intake, water infrastructure EUR 3 billion with an equivalent order book. Digital infrastructure's revenue at EUR 7 billion, order book at EUR 6 billion. In the healthcare sector, EUR 2 billion in revenue with equivalent order book.
All these vital infrastructure are already reflected in the VINCI figures, and when we add them up, they represent alone half the revenue and 2/3 of the order book of energy services and construction businesses, and this proportion is, of course, set to grow. If we return to the end 2025, the order books continued to grow, reaching an all-time high of EUR 70 billion. That's over a year of activity, offering visibility to view the future with confidence without departing from our selectivity policies that favors margin over volume.
See that France's share in the order book is 29%, Germany 20%, rest of the world 51%. As shown on screen, the outlook for the year as presented in February. At this stage, of course, it's too early to assess and quantify reliably the impact on your group of the crisis in the Middle East. We know not the magnitude or the duration. If the crisis is resolved rapidly, we hope that'll be the case, its impact will be limited. Be that as it may, over the medium-long, this crisis, like all crises, will accelerate change, will strengthen for obvious sovereignty reasons the need for a further acceleration in the energy transition, a further acceleration in electrification, and that is one of the most powerful, if not the most powerful growth driver of your group. In terms of capital allocation, strategy remained constant.
Shareholder return through a dividend, a payout ratio trending to 60% of net income. That's the goal down the road. Share buybacks in terms of development. We plan to continue to investment long-term infrastructure, concessions, airports, highways, and renewable power generation assets, storage, and electricity transmission. In our short-term businesses, the group strategy is to accelerate energy services where VINCI's demonstrated its know-how to acquire, integrate new companies, big or small. Lastly, the group remains open to opportunistic acquisitions in the construction sector. I've just presented the social, environmental, economic performance of VINCI in 2025 and the outlook. Through this, we have a capacity to create value long-term that's outstanding, and it rests, of course, on a very strong VINCI culture shared by all. The VINCI Way that makes VINCI unique.
This culture is based on the long-term perspective and, of course, the search for all-round performance. Financial and non-financial performance are inseparable and nurture one another. The group culture is one of decentralized organization, agile, reactive, multi-local, particularly relevant in today's world. VINCI culture is the reliability of its management with shared principles across its 4,300 business units. It's a matchless execution, quality, and great discipline in capital allocation. This culture characterizes your group across its business lines, across its countries, and across its world-class assets.
This culture is a strength of your group, makes it perform over long term because it creates robustness, consistency, resilience. This culture has allowed us to weather the latest crises, Ukraine, COVID, subprimes, and will allow us to confront the current crisis without losing our course by remaining agile, solid, and capable of bouncing back. This cultural synergy, the shared values, make your group a rare and an invaluable asset. It is, I'm convinced, the only way of continuing to create value over the long term. Thank you for your attention and for your loyalty. Back now to Chairman Xavier Huillard.
Thank you, Pierre. Thank you, Christian. Very briefly, on the basis of this fine fiscal year 2025, you'll be asked to approve a dividend of EUR 5 per share, of which EUR 1.05 paid as interim dividend at the end of 2025, which leads to a balance of EUR 3.95, which will be paid out on the 23rd of April. I'd now like to open the governance section, asking the four chairs of the committees to summarize their work. Firstly, Annette Messemer, who's our Lead Director, who also chairs the Committee for Nominations and Governance. Over to you, Annette.
[Foreign language]. Ladies and gentlemen, dear shareholders, I am truly delighted to be speaking with you today for the first time and walk you through the work carried out by the Nominations and Governance Committee in 2025. I was appointed by the board of directors as Lead Director and Chair of the Nominations and Governance Committee on April 17th, 2025, and taking over from Yannick Assouad, who had held these roles for over six years. I am stepping into this role at a pivotal moment in the group's governance as Xavier Huillard handed over executive leadership to Pierre Anjolras on May 1st. The transition is going smoothly, and it is our shared responsibility to ensure VINCI continues to benefit from the highest standards of governance.
As Yannick Assouad mentioned to you last year, the Nominations and Governance Committee was deeply involved in the early stages of the decision-making processes and helped identify the right person to take on the role of CEO. The committee also made sure the board remains well-balanced in terms of expertise and fully effective, notably through the addition of two new female directors whose appointments you approved at last year's AGM. As of today's General Meeting, the governance of your group is structured as shown on the screen. First, the board of directors, which I'll come back to in a moment. A governance framework built around a Non-Executive Chairman of the Board, a Chief Executive Officer, and an Independent Lead Director. Of course, four committees responsible, respectively, for Audit, Strategy and CSR, Nominations and Governance, and Compensation. Each board member sits on at least one of these committees.
The board currently has 15 members, including two employee directors and one representative of employee shareholders. That number will move down to 14 as Marie-Christine Lombard, who served on the board for 12 years and will no longer meet the formal independence criteria, will be stepping down at the end of this AGM. What stands out is the strong gender balance. The fact that 1/3 of the directors are non-French nationals and a high level of independence, exactly what you would expect for a group without a controlling shareholder. The board met eight times in 2025 with full attendance at every meeting. To give you a real sense of the directors' commitment, they also attended over 95% of the nine meetings of the Strategy and CSR Committee, which Benoît Bazin will speak about shortly.
That makes a total of 17 meetings, not even counting the sessions of the other three committees for those who sit on them. In addition, in 2025, the board spent two full days on site visits. First to the major Euralpin project between Lyon and Turin, where several business units are actively involved, and also to Lyon-Saint Exupéry Airport, which is operated by VINCI Airports. The Nominations and Governance Committee is made up of six board members, Yannick Assouad and Marie-Christine Lombard, along with Benoît Bazin, Claude Laruelle, Frédéric Nougarède, who represents employee shareholders, and myself. The committee met four times with perfect attendance throughout the year. In 2025, the committee oversaw the board's triennial evaluation, working with an independent external consultant who gathered feedback from all directors and reported back to the board last December.
The outcome showed a broadly shared satisfaction with both the board's composition and how it operates. It helped build a clear consensus around the key priorities ahead, namely ensuring a successful leadership transition and confirming the group's strategy for the years to come. The committee also worked on the future evolution of the board's composition and, together with the Compensation Committee, contributed to the evaluation of executive management. Turning now to the board's composition. You are being asked to renew the terms of office of three directors. Xavier Huillard, with the board intending to reappoint him as Chairman should he be reelected as a Director. Claude Laruelle, an independent Director, for what would be his second term. René Médori, also an independent Director, for what would be his third term. You are also being asked to ratify the co-option of Frédéric Nougarède as a Director.
He was appointed by the board in 2025 following Dominique Muller's resignation. Mr. Nougarède represents employee shareholders, and his appointment was put forward by the Supervisory Board of the group's main employee investment fund, in line with the company's bylaws. Lastly, as the terms of the employee directors are coming to an end, the group Works Council and the European Works Council have respectively confirmed the renewal of Alain Saïd's mandate and the appointment of Nelson Gallego, who will replace Roberto Migliardi. Ladies and gentlemen, dear shareholders, thank you very much for your attention.
Thank you. Annette. I'm now going to ask Benoît Bazin, Chair of the Strategy and CSR Committee, to please join us on stage.
Ladies, gentlemen, shareholders.
Ladies and gentlemen, dear shareholders, good morning. It is now my turn to present the work of the committee I have chaired for the past four years, VINCI Strategy and CSR Committee. The committee has six permanent members. However, as I often point out, what truly sets it apart is its openness. Every board member can attend its meetings and take part in the discussions with full voting rights, and this makes it a particularly rich forum for discussion and debate. The attendance rates in 2025 are a clear reflection of this, 98.2% for permanent members and 95.3% across all board members. These figures demonstrate the strong level of engagement and commitment from board members in the committee's work. In 2025, the committee met nine times, just as in 2024, reflecting both a sustained pace of activity and the importance of its role within VINCI.
The committee reviews a wide range of topics that are key to the group strategy. Its main responsibilities include acquisitions and disposals above EUR 100 million, as well as policies relating to Corporate Social Responsibility. On the first front, strategic acquisitions, the committee issued opinions on around 15 projects during 2025 and early 2026. Some of these projects have already been completed. Pierre Anjolras talked to us about the motorway acquisition in India. Also in 2025, the committee carried out its semiannual review of renewable energy investments made by Cobra IS in 2025, highlighting its ongoing focus on infrastructure projects that are shaping the energy transition. For each of these projects, we ensure not only that the investment is strategically sound and aligned with the group's direction, but also that social, ethical, and environmental aspects are systematically reviewed.
In 2025, as part of its second mission, CSR policies, the committee placed the manifesto at the very heart of its work. As you know, the manifesto is the cornerstone of VINCI's CSR strategy and applies across all business lines. It is structured around eight key commitments, covering in particular social aspects such as health and safety at work, respect for human rights, diversity and inclusion, equal opportunities, vocational training, and long-term employability, as well as employee share ownership, strong vigilance in business ethics, including anti-corruption measures and compliance with competition rules, societal aspects such as civic engagement, both at the group level and among employees, as well as environmental commitments, which were covered earlier. The committee has therefore ensured that each of the manifesto's commitments is effectively translated into both strategic projects and the implementation of CSR policies.
This ongoing and in-depth work confirms the central role of CSR in the group's responsible governance. Each time, through discussions with teams from across the group, we have been able to confirm that the CSR approach is genuinely implemented on the ground, embedded locally across business lines and adapted to the specific context of each country, and that is what makes it effective. Naturally, the committee will continue this work in 2026. Thank you very much for your attention.
Thank you, Benoît. Now, let's hear from the Chairperson of the Remuneration Committee, Marie-Christine Lombard.
Ladies and gentlemen, dear shareholders, as Chair of VINCI's Compensation Committee, it is my responsibility to walk you through the work we've carried out.
Before I do that, this will be my final time addressing you in this role, as my term as Director comes to an end at the close of this meeting. 12 years is a long time. Thank you to the shareholders for their trust. Thank you, Xavier Huillard. Thank you to the entire leadership team for our constructive collaboration. Many thanks to my fellow board members. In 2025, the Compensation Committee is made up of four directors, one of whom represents employees. The lineup changed in 2025, with two directors stepping down after the AGM and two new members, Alain Saïd and María Zingoni, joining the committee. The Committee met three times in 2025 with full attendance every time. As you know, the committee's role is to prepare the board's decisions on executive compensation, as well as on the group's employee share ownership schemes.
In 2025, the committee determined the variable compensation of the Chairman and Chief Executive Officer for 2024, which you approved in April 2025. It put forward compensation policies for both the Chairman of the Board and the Chief Executive Officer. You approved these at the 2025 AGM, and we will be asking you to confirm them again today. The committee also recommended the implementation of performance share plans for the group's executives and employees. At the start of this year, the committee also submitted the following proposals to the board, setting the variable compensation for executive corporate officers for 2025 and revising how board members' compensation is determined. You will be asked to vote on both of these matters today.
Let me start with the compensation policy for your board of directors, and this is covered by the eighth and 10th Resolutions with full details on page 38 of the meeting notice. The board is mainly proposing to increase the fixed annual fee for directors from EUR 26,500 - EUR 30,000, as well as the fee per meeting from EUR 3,500 - EUR 4,000 for board and audit committee meetings and from EUR 1,500 - EUR 2,000 for meetings of the other committees. Also, you are being asked to raise the overall cap on board compensation, which has not been reviewed since 2019. The idea is to give the board greater flexibility in organizing its work, keeping in mind that this is a ceiling, not a target level of spending. It's not a natural spending. Now, the compensation policy for the Chairman of the Board set out in Resolution Number 11.
The compensation policy for the Chairman of the Board provides for a fixed annual remuneration of EUR 900,000. There are no changes compared to the policy approved in 2025. I'd also like to remind you that the Chairman of the Board will not receive any attendance fees, short-term variable pay, or long-term remuneration. However, a company car will be provided. The compensation policy for the CEO, Pierre Anjolras, for 2026 is the same as what you approved in 2025. You'll find the full details on page 39 of the meeting notice. On an annual basis, it includes a fixed component of EUR 1.3 million, a short-term variable component capped at 1.5x the fixed salary. With the final amount depending on a range of performance criteria as shown on the screen.
A provisional grant of performance shares subject to both continued employment and performance conditions with a value at grant that cannot exceed the maximum short-term variable compensation. Finally, a defined contribution pension plan funded through an annual contribution equal to 12% of the short-term variable compensation. Now, the compensation awarded to Xavier Huillard for fiscal 2025 is set out in Resolution number 14. As detailed on page 44 of the Notice of Meeting, this compensation has two components. First, the compensation for his role as Chairman and CEO over the four-month period from January to April 2025, and this included both a fixed and a variable component calculated using the same criteria as for the CEO. On the chart to the left, you can see what this would have amounted to over a full year, as well as the actual total after pro-rata adjustment.
The remuneration comes to EUR 1,112,795. Second, the compensation for his role as Chairman of the Board from May through December 2025 amounts to EUR 600,000 after pro-rata adjustment. Let me now turn to the compensation awarded to Pierre Anjolras for fiscal 2025. That's Resolution 15. This relates to his role as CEO since May 1st, 2025. In line with the approved policy, it includes the following components, a fixed component of EUR 1.3 million on a full year basis, or EUR 866,667 after pro-rata adjustment. A variable component that would have reached EUR 1,910,987 over a full year. Given the strong performance, this represents 98% of the target. After pro-rata adjustment, the amount comes to EUR 1,273,991. A conditional grant of 22,000 VINCI shares subject to performance conditions with a value of EUR 2,229,040 at the time of grant.
A pension contribution equal to 12% of the short-term compensation amounting to EUR 257,130 before tax. The chart shows both the theoretical maximum for this compensation over a full year and the actual total after pro-rata adjustment. Now, the employee share ownership system. As every year, the board is asking you to approve the 17th and 18th Resolutions. These are designed to allow employees, both in France and internationally, across 42 countries in 2025, to subscribe to reserved capital increases with a discount of up to 5% within an overall limit of 1.5% of the share capital. They can also benefit from a company contribution up to EUR 3,500 in France and up to 80 bonus shares internationally. In France, the shares are locked in for five years. Internationally, the bonus shares are subject to a three-year vesting condition based on continued employment.
As of December 31st, 2025, employees and former employees, so more than 176,000 people, collectively held 11.3% of the company's share capital through employee investment funds. As we said before, this is a real performance driver for the group. Finally, for the sake of completeness, please know that based on the authorization you granted last year, the board has decided to implement a performance share plan for 4,827 senior managers and employees in 2025. The goal is to help the group continue to attract, retain, and motivate its key talent. These shares, representing 0.45% of the share capital, will be delivered to beneficiaries in 2028, subject to meeting performance criteria the same as those applied to the CEO and, of course, continued employment within the group. Thank you very much for your attention.
Thank you, Marie-Christine. The last Committee Head, René Médori, Head of the Audit Committee, will now take the floor.
Ladies and gentlemen, shareholders, good morning. I'm now going to present to you the work of the Audit Committee in 2025. The Audit Committee is comprised of four members, two men and two women. It met five times in 2025 with an attendance rate of 100%. Your CFO Christian Labeyrie, his colleagues, as well as the Statutory Auditors took part actively in all our meetings. The committee also auditioned Head of Legal, Head of the Environment, Head of Tax, Head of Insurance, as well as the Head of the Group IT System. During the course of 2025, the Audit Committee organized its work according to four major focus areas. The first is the monitoring of the group's financial information, the review of the Half-Yearly Consolidated Financial Statement, as well as Annual Financial Statements and review of liquidity management.
The group's debt highlighted its good financial management, the optimization of its resources. The committee was thus informed of financial transactions as they unfolded throughout the year, notably new debt issuances totaling EUR 3.5 billion during the course of the year. The Tax Transparency Report for 2025 by the group was reviewed by the committee prior to its publication. Second focus area for the committee's work was reviewing the efficiency of risk management. IT risk monitoring, cyber risks, risk mapping at group level as well as the report by the Risk Committee of the Holding Company were presented to us. Group Head of Legal set out developments regarding major litigation underway, and the Head of Insurance presented the insurance policy and programs in place to cover the risks of the various business lines. Third focus area, the committee reviewed the internal control systems.
The committee was able to assess the good functioning of the central fraud prevention scheme with an alert system open to all the group's employees. A presentation of the internal control annual report of business lines and divisions was delivered by Head of Internal Audit. The fourth focus area covers legal control of annual and consolidated financial statements. Discussions with Statutory Auditors and review of the conclusions of their work highlighted the compliance with legal and regulatory obligation regarding financial and non-financial accounting information. As required by law, the committee reviewed the declaration of independence of the Statutory Auditors and was informed of the fees paid to them. In conclusion, your committee would like to emphasize the quality of financial management, financial information, and the processes of your group. Thank you.
[Non-English content ].
Thank you, René. We now move to the next section, which pertains to the work of our Statutory Auditors who will deliver a summary of what is set out in detail in the Universal Registration Document. Mr. Leroux will speak on behalf of the group of Statutory Auditors.
Thank you, Chairman. Ladies and gentlemen, shareholders, on behalf of the group of Statutory Auditors of your company, Ernst & Young Audit and PricewaterhouseCoopers Audit, I'm pleased to report on our assignment. As you can see on screen, we issued many reports that we've combined for this presentation in six parts by nature. They indeed comprise a report on the group's consolidated financial statement, a report on the VINCI parent company financial statements, special report on regulated agreement, as well as four supplementary reports issued on the use of delegations of authority granted to your board during earlier shareholders' m eeting.
Three reports on delegations or authorization to be granted to your board during this AGM to carry out transactions involving the share capital. Lastly, a report on the certification of sustainability information. In accordance with the practice, I won't give you a detailed run-through of these reports but give you a summary by emphasizing the conclusions. I'll start, first of all, a report on the group's consolidated financial statements as well as the annual financials. Our work is aimed at giving you an assurance that they comprise no significant misstatement. In order to do that, we're involved in the prime entities of the group in France and abroad. Our approach is adapted to VINCI's organization, its activities and our assessment of risks pertaining to each business line of the group.
Our detailed conclusions were presented to the Audit Committee the 4th of February last year, and a summary of these to the board on February 5th. During our work on the group's consolidated financials, we focused particularly on the three key audit matters as follows. Firstly, the impairment test and recoverable amount of your group's assets. Secondly, the recognition of long-term construction of service contracts. Lastly, provisions for litigation, other contingencies. These three audit matters are described in greater detail in the consolidated financial. We confirm that we've reviewed the modalities adopted by management. We certify consolidated financial statements give a true and fair view of the results of its financial position assets at the end of the period. Turning now to the annual financial statements.
Our main assessment focused on assessing the equity agreements and to ensure that the financial statements give a true and fair view regarding the special report on related agreements. We've not been informed of any new agreement entered into. Turning now to three reports to resolutions proposed under the extraordinary general meeting. You can see them on the screen. Firstly, our report on the authorization to reduce the share capital through the cancellation of VINCI shares held in treasury. That's the 15th.
Our two reports on the 17th and 18th report concerning capital increases for employees and VINCI Group employees as part of their savings plan. We have no observations to make on the details of the transactions proposed. If need be, we will issue supplementary report when said transactions are undertaken. Lastly, your company published sustainability information under the CSRD. It's the second year of application of that directive, and Ernst & Young Audit issued a report aimed at giving limited assurance on the consistency of the information with the ESRS without observation. Ladies and gentlemen, on behalf of the group of auditors, I thank you for your attention.
[Non-English content ]. Thank you, Statutory Auditors. We now come to the Q&A section. As regards written questions, we have received some from several shareholders. The board that met just prior to this AGM approved the answers to said questions. You can therefore find these questions and the answers given on the company website. As for questions on the floor, if you have a question, ask one of the persons with the panel, and I shall attempt in the 30 minutes available, even if we're running slightly late, to entertain as many questions as possible. Start with questions. Number seven, right at the back of the hall. We tend to forget those people.
Good morning. I'm an individual shareholder. First of all, thank you to these very clear presentations and outstanding results. My question, the flare-up in the Middle East, is it going to have an impact or likely to have an impact on the group's activities?
I'll let Pierre answer your question, which is, of course, of prime importance. I'd just like to recall that your group has roots that go back to the early 19th century. You can, of course, imagine the number of crises, indeed, wars that we've weathered. We will, of course, confront them by adapting. There's no problem on that front. If we want to go into detail, Pierre could perhaps tell you a bit more.
Indeed, this crisis is a major one, and the situation is evolving day by day in a very unpredictable way as we all know. The situation is as follows. Just to tell you that VINCI has no activity in the two most heavily affected by this war, [to wit], Iran and Lebanon. When we look at the group's activities across the Middle East, well, [concerns actively] works, we don't have any concession activities. Energy services or construction activity last year represented EUR 400 million for VINCI. That's about [0.5%] of the total group's activity. We're not at all exposed. The situation is the following. Since the start of the crisis, operations have continued with the exception of Bahrain, where for a fortnight now, a number of operations have been suspended. As we speak, the direct impact on the group's operations remains very limited.
Second thing I'd like to share with you is that our foremost priority is not the continued activity, but is to ensure the safety of our people. There are about 1,750 of our people there. If we add relatives, that's about 2,500 people. We've been in constant touch and outreach to the team. We set up a crisis cell in conjunction with the competent authorities, notably the French Foreign Affairs Ministry, and we apply a policy that is monitored day by day in accordance with the instructions, is to maintain the teams there, save the employees who wish to return with their families. That's the case where there are slightly more critical situations, either family or health-related. For example, beyond that, as I said during the outlook section, it's far too soon in a crisis whose intensity or duration remain unknown.
It's difficult to precisely quantify their impact on VINCI activities. We'll see that over the coming weeks and months if need be. I would repeat that this crisis will be a further acceleration of the energy transition and electrification, which is a powerful growth driver for all the group's activities, be it the investment or long-term activities or for energy services or construction. That's what I can tell you at this stage.
Thank you. Let's move now to the next question.
Chairman, good morning. I'd like to know how VINCI is factoring in artificial intelligence. Thank you.
Well, as you know, we are first and foremost a group with a strong culture, given the number of technicians and engineers, whatever that means. In actual fact, it excites us greatly. We're very inquisitive, very curious, and we welcome such a minor or indeed major revolution with a great deal of energy. It's far more an opportunity than a threat. Second thing I would add is for reasons of very humanist culture presented earlier, our conviction is that AI must strive to augment human beings rather than replace them. Pierre?
Yeah, just to follow up on that. I view AI from two angles. First angle is AI for VINCI serving an improved performance, and in this regard, we're doing it the VINCI way, which is from the ground up from the 4,300 companies and its projects, a really bottom-up rather than a top-down approach based on use cases. It's up to each of the 4,300 companies in VINCI's and divisions to unite them to devise the use cases that could improve our performance.
We set up a team on our innovation and forward-looking platform of Leonard. They are specialist data scientists who, in conjunction with teams in the fields, will assess the feasibility of their project, their technical financial feasibility, and then develop those projects. Such projects developed with the Leonard project. There are about 100 set up over the past five-six years when we number all the projects, at least those that we number group-wide that are developed within the various business lines. There are probably about 300-400. Yeah, I have a few examples. In the film, there was one on the best airport operations. There's another in the field of energy on the detailed plan for establishing electrical systems in a building or industry, or they use data every time.
Our teams at Soletanche Freyssinet work on soil, how they can leverage the data to improve the work to be done on the same site. Second point is that VINCI also brings solutions for AI, which is a growth driver for digital infrastructure and the megatrends. That's about 10% of VINCI's revenue. Of course, it's all about working, designing, developing, building data centers and all the fiber optic networks and servers that irrigate various facilities, either in the home offices or in this hall.
Both at VINCI [or VINCI Energies] at Cobra, it's a huge amount of repeat business of designing service provision, increasing amount of cybersecurity assistance to IT in businesses and all that, not to mention what it generates in terms of power generation. A number of the PV fields that we're developing, the prime destination of this electricity are clients that operate data centers. AI is an opportunity for VINCI to develop and boost our own performance and opportunity to develop VINCI's activities in all the digital and electrification infrastructure.
Now, let's move over to the other side, placard number four.
Hello. Thank you. My name is Pierre Laroque. I'm a retired aerospace engineer and a long-standing individual shareholder. In your introduction, you recall that since the last AGM, several changes have been made to the lineup of the executive committee. Could you please shed light over those changes and also to shed light over the goals of the new team?
It is simply the sign that this group is a living organism, and it changes all the time, and that's a good sign. Pierre?
Yes. Changes have been made to the executive committee over the past year. It's been my primary focus, putting together my team. More specifically, we've tried to strengthen the presence of Concessions, Sabine Granger, Managing Director of VINCI Autoroutes and CEO for Concessions. [Rémi Maumon] also has joined the Committee. He is the Managing Director for VINCI Airports, working with Nicolas. Also, I wanted to increase the visibility of ethics. [Céline] Acharian has been appointed as Ethics and Behavior Director.
Why is it important?
Well, it is important because our group is highly decentralized. On the HR front, Ludovic Demierre has been appointed as Head of HR. As Xavier said in the introduction, a number of changes have been made to our long-standing succession plans. Christophe Ferrer replaced Christophe Pélissié du Rausas as Head of Development. Sophie Deis-Beauquesne is now Head of Legal Affairs with Patrick Richard, who's been promoted as General Counsel. Thierry Mirville has been appointed as Deputy CEO and CFO. In the coming months, he will be replacing Christian Labeyrie as CFO. Over and beyond what Xavier said, I would like to take this opportunity to extend my warmest thanks and congratulations to Christian Labeyrie, as well as Patrick Richard. Congratulations, and thank you. Throughout your career, you have shown tremendous commitment to the group. This shows that we hire from within.
We appoint committee members from within, and this really shows our sustainable approach when it comes to career pathways. Also, Christian and Patrick's longevity is a perfect example of that. Now we have five women on board, including five operational position, Virginie Leroy, Sabine Granger, and over and beyond, Sophie Deis-Beauquesne, and Ms. Acharian. We have a new female Head of the Environment. Thank you.
Now, number two, please.
Hello, everyone. I don't need to introduce myself, do I? My name is Jean-Christophe Lefèvre-Moulenq. I'm an individual shareholder today. Before I ask my questions, I would like to extend my warmest thanks to...
We did not turn off your microphone on purpose, I promise, said Mr. Huillard.
The sound is back. My warmest thanks to Christian for all these years of collaboration. I have a couple of questions regarding Germany, regarding VINCI Energies, and also the recent acquisition in India. Regarding the acquisition in India, could you please give some color regarding the duration of the concession contract, tariffs, and also potential revenue? Regarding VINCI Energies, this includes Cobra and VINCI Energies activities. Per se, margin has improved by 20 basis points. There has to be a cap, a ceiling somewhere. Can we expect margin to grow further in 2026? Regarding Germany, that's the country that you touched upon at the beginning of the AGM. Metrics keep going down. Well, for the first time in three years, in itself, it's quite a performance. What is the outlook for 2026? The unwinding has yet to materialize.
Well, we just signed the agreement, but we have yet to fully finalize it. At this juncture, it is too early to give you a detailed answer. If we do provide an answer, we will provide it at the end of the year, which is when we expect to close the transaction. Regarding VINCI Energies and progress thereof, and this is true of all works businesses, VINCI Construction, Cobra, VINCI Immobilier. I do have a take on this, and I do share it with the heads of the different divisions. It's a bit like sports. Any world champion can beat their own record. We don't know when it'll happen. We don't know by how much. The goal is continuous improvement. What is our best performance indicator in terms of operations, in terms of finance? That's the percentage of margin from operation.
As I said before, that's what we focus on. Yes, our margin will continue to increase. I can't tell you to what extent or when that'll happen, but it will continue to increase because we want to maintain our leadership in our various business lines, and we have what it takes to make it happen. Regarding Germany, clearly Germany is an economic stronghold in France, or rather in Europe and for VINCI. As I said before, it is our third leading market business-wise. VINCI Energies has made a number of acquisitions and has also developed major projects in electrification. Germany is bound to overtake France. I'm not saying that the U.K. is declining. The U.K. is still growing, but Germany is growing faster.
In Germany, there are a number of positive aspects, including two recovery plans which were announced last year in defense and in infrastructure, and we're starting to see the effects, maybe not for defense yet, but in infrastructure. There are a number of long-term trends that do impact our energy and services business. Electrification. Germany has undertaken its own transition towards renewable energy sources, including offshore wind. This means a lot of work for us. I'm including Cobra's conversion platforms and all the electricity transmission networks because you need to rebuild the entire network that brings the energy all the way from Northern Europe to the south of Spain. The second major trend at work in Germany is fueling our services to industry.
The entire German economy is faced with changes, transitions in energy, but also market changes across the world. The German Mittelstand is re-engineering its industrial process. We're ideally placed to help. This is what underpins VINCI's activity, particularly services business in Germany and infrastructure. Also, a quick reminder, in Germany, we are the leading PPP motorway operator. We're not planning any other such motorway PPP. We're not planning on responding to any tenders, but if this did happen, we would be ideally placed.
Thank you. Slide number one, please.
Individual shareholder. Congratulations for these good results and outlook for the future. I read on the net information about the toll on the highways and that there's an action underway. 30% of tolls serving to pay dividends seem to me to be rather high. I'd like to hear more enlightened views than my own as mere shareholders, the likelihood of success or what we should think about legal proceedings underway.
Thank you. I'll ask perhaps Nicolas Notebaert to answer that question.
Well, this type of action is rather unusual. There was one in 2015 by Corinne Lepage, where it didn't lead anywhere other than these lawyers asking EUR 36 per person to defend them, EUR 700 for corporates, limited possibility of success. The idea was to get wide media coverage, to have some people to support, and we're not too worried about the outcome of those proceedings.
Moving to another question at the back of the hall.
Yeah. Good morning. I'm from the Investment Publication. I represent 373 readers who've given their power of attorney to the publication. My first question will be to ask you to explain about the expected decrease of free cash flow of EUR 7 billion-EUR 8 billion expected this year. I think there were a bit of one-off last year, some payments of accelerated client payments. Second question, the Lead Director referred to the Lyon-Turin Tunnel. Directors visited the work site. Could you give us some details on that work site, some figures and the timeline, and the construction costs and the tolls down the road? Thank you.
Let's start with the cash flow. Christian?
Well, cash flow, it's the first time that we're risking ourselves to give a projection or forecast for the current year. It's very risky because part of the cash flow is generated toward the end of the concession, the parallel with a toy company. A large part of our revenue and cash in happens at the end of the year. It's very difficult to estimate them accurately. Over the past three years, we've improved our working cap by EUR 6 billion, EUR 2 billion per year, EUR 2.5 billion we can't extrapolate indefinitely as structural improvement of EUR 2.5 billion.
Let's err on the side of caution. That's why we announced a target of EUR 6 billion cash flow for 2026. It may be a bit more slightly less. Let's be cautious on trending working cap. Another factor that plays is investment CapEx. We're growing CapEx in a number of areas in our airport concessions, notably several CapEx programs underway, VINCI Airports and [energy services] , power infrastructure at Cobra.
We have significant investment plans that impacts free cash flow, even if they'll generate free cash flow in the years. It weighs on the current year's free cash flow. For all those reasons, it was risky to announce EUR 6 billion. It wouldn't have been reasonable to promise much more. All depends on the pace at which these CapEx will occur, and that this year we'll be able to have cash in and billings that are as efficient as possible. On the trans-European Lyon-Turin Tunnel. In fact, it's one of the most foundational projects underway in Europe, comparable to what's happening in Paris with the Greater Paris EUR 40 billion, comparable to HS2 in the U.K.
This work site that we don't see, because by definition, it's underground, save a few emergence when we go through the valley, is one of the most significant for construction and civil engineering and electromechanical equipment. It's foundational for exchange between France and Italy. Contrary to what I was given to understand in your case, it's not a concession, so we're only involved as a construction company. It's an intergovernmental Franco-Italian structure that is the contracting authority. For us, the client, we're working on a work site that's just ended and one that's beginning. The one that's just ended are ventilation and access tunnels, the Avrieux vent just next to Modane, that is deploying major sector of drilling vertical chimneys in fragmented rock. The second work site that's just got underway is that of the tunnels that was carved up into three sections.
The first cross-border between Modane and Italy, a fully Italian segment. The one where we are, which is between Saint-Jean-de-Maurienne and Modane, about 15 km, we're in charge of digging the tunnels in the rock with three tunnel boring machines, one currently in operation. That's the one we visited with the board, and this work site, as was well defined by the contracting authority, it's a very narrow valley, not many storage areas. The question is, what do we do with all the materials excavated during the tunnel boring process. There was a plant built at Saint-Jean-de-Maurienne that we can see from the highway. They sort all the materials to recycle as much as possible in line with our plan to optimize materials to use aggregates for the concrete that will be used to build the tunnel.
That's a first in France and indeed Europe, making this site quite fascinating if you're interested in engineering. Unfortunately, it's not too visible. Maybe we could think about how making a bit more visible in images, maybe in next year's film. When we're fortunate enough to be able to go down, it's difficult to be able to host visitors for safety reasons. It's a very impressive site that is calling upon the skills of VINCI Construction in tunneling, tunnel boring, and geotechnical engineering.
Thank you. Another question.
Hello. I have a brief question on performance shares, pages 401, 402. What was presented in the slides about zero, 45% of the share capital goes to performance shares. If we look at the 2022 plan that was distributed on April 25, there's about 1.9 million shares issued to 3,600 people. That's about 500 shares per person. EUR 135 per share, that's about EUR 70,000.
Could you perhaps post AGM, put on your website the average number of shares per beneficiary? We want to find the median as well, the first and the ninth decile. Be interesting to see how these performance shares are distributed. Every year, there's about [0.45%] or 0.3% of the share capital that's given to about 4,000 managers to know what the split, men, women who can receive these performance shares. My second question concerned the six. You tell us the net zero terms of emissions. What resources have you used to get there?
Now, let me tell you a little bit more about performance shares. Maybe that's the hallmark of the VINCI Group, but I believe it is one of the drivers behind our excellent trajectory over the past 20, 25 years. Regarding our executives, and we have quite a few. Long-term incentives in the form of performance shares account for a much bigger share of their overall remuneration than in other groups, because the base wages and the short-term variable pay are more in line with the average on the lower side. This means that our people are here to stay. We are better able to retain our talents. It's part of our corporate culture. Now, I've already given you a lot of information. How far should we go?
Well, one thing is sure, and Pierre has shown that this year, the performance shares proposed to our female executive is growing faster than the share paid out to our managers. Likewise, we are increasing the share given to our national managers as opposed to international managers. That is how the system was designed, and we are taking into account two major trends, having more women and having more international representatives in our workforce. Nicolas?
Yes. We decided to spearhead decarbonization across the world. We're electrifying heating systems and HVAC in airports. We use LEDs, and we use green sources of energy. In particular, we install solar PV panels in most of our airports. This leaves less than 10% in terms of additional reduction, and we also have offsetting programs. Now, our airport in Brazil is the number one of its kind in the South American continent.
Now, number seven. We're coming full circle. I started with placard seven. I'm ending with placard seven. Short question, short answer. All right. Placard four, then.
Thank you. Olivier Marnet. I'm a shareholder. I have two quick questions. You said that France has no fossil fuel resources, but I do believe we manage a lot of water, which is a key global resource. Over the next few years, I expect the AGM will continue focusing on water, which is a key resource. The problem is the rise in sea levels, which is flooding the coastlines, and EDF is factoring that in and setting up natural energy storage systems to stay ahead of the curve. Also, you talked about what's been happening since February 28th. A lot of countries are being devastated, Lebanon in particular. Can VINCI take part in the rebuilding effort and maybe spark an international initiative to rebuild Lebanon?
Now, in terms of water, I talked about our water infrastructure. This activity represents EUR 3 billion in revenue, which is quite a lot. We are aware that this is a buoyant trend. You talked about drinking water, wastewater, storage basins, and also it's important to adapt in the face of climate change. Climate change means we need to focus on decarbonization to address the problem at the source. We also need to adapt to the consequences of climate change. This means a lot of new solutions must be found in terms of water networks and dikes. We're extremely involved in those aspects. This is true for both construction and energy services because we need to provide instrumentation, equipment, and this is a long-standing business for the group. It's also a very buoyant business. The second question had to do with Lebanon.
I'm sure you understand that most of our works business, our civil engineering business, is done locally by local business units that have deep ties to the community. When we don't have that local presence, it's difficult to become well-established because we don't own the affiliates yet. However, we are able to provide input to complex major projects that require very specific sets of skills. For example, specialist civil engineering. It is against this backdrop that we can consider intervening in countries such as Lebanon or Ukraine when the time comes. Usually, energy services and construction projects such as these are done at the local level. There's a local fabric of companies. We're not here to replace them. If we can provide the specific expertise that can make a difference, then we will.
Thank you very much. This concludes our Q&A session. Thank you for attending, and thank you for your interesting and relevant question. We're now going to vote on the resolutions. Before we do that, I'd like to share with you the final quorum. The number of shares held by shareholders currently comes to 553,538,352 shares, which means a quorum of 70.78% of the shares with voting rights.
Your board of directors has decided to submit 20 resolutions for your approval, 15 within the remit of the ordinary general meeting and five within that of the extraordinary general meeting. We will now begin the voting process. You have each been given a voting device. It's very easy to use and instructions will be shown on the screen. In order to vote on the AGM's resolution, a tablet has been given to you. It is strictly personal and can only be used at this AGM.
When you hear the announcement, the voting window will automatically display on your tablet, even if the tablet is in sleep mode. In order to vote, well, it's quite simple. Just press on the corresponding button. Green to vote in favor, red to vote against, amber to abstain, and press Okay to validate your choice before the vote closes. Once your vote has been approved, you can no longer change it. Thank you very much for returning your tablet as you exit this room. Quite simple, really. We're using the same voting devices as last year. For each resolution, I will give you the signal. I will say, "Please vote." And then when the window closes, I will say, "Time's up." Patrick Richard will now briefly present each resolution before we proceed to the vote.
Resolution one, approval of the 2025 consolidated financial statements. For fiscal 2025, net income attributable to owners of the parent comes to EUR 4.903 billion.
Please vote. Time's up.
Resolution carried. Resolution number two, approval of the 2025 parent company financial statements and net income, EUR 1,845,000,000.
Please vote. Time's up.
Resolution carried. Resolution number three, appropriation of the company's net income. Now, the proposed dividend, EUR 5 per share. An interim dividend was already paid out in October 2025. The final dividend will come to EUR 3.95 per share. Ex-date, 21 April 2026, and the final dividend payment date, 23rd of April 2026.
Please vote. Time's up.
Resolution carried. Resolution number four, renewal of Xavier Huillard's term of office as Director for a four-year period.
Please vote. Time's up.
Resolution carried. Thank you very much. Resolution number five, renewal of Claude Laruelle's term of office as Director for a four-year period.
Please vote. Time's up.
Resolution carried. Congratulations, Claude. Resolution number six, renewal of René Médori's term of office as Director for a four-year period.
Time's up.
Resolution carried. Congratulations, René. Resolution number seven, ratification of the co-option of Frédéric Nougarède as Director representing employee shareholders for a term that will expire at the end of the AGM call to approve the financial statements for the year ending December 31st, 2026.
Please vote. Time's up.
Resolution carried. Congratulations. Resolution number eight, determination of the overall annual amount of remuneration awarded to members of the board of directors.
Please vote. Time's up.
Resolution carried. Resolution number nine, renewal of the delegation of authority to the board of directors in view of the purchase by the company of its own shares. Maximum number of shares that may be purchased, 10% of the share capital. Maximum purchase price, EUR 160 per share. Maximum amount of authorized purchases, EUR 5 billion. Duration, 18 months.
Please vote. Time's up.
Resolution carried. Resolution number 10. Approval of the remuneration policy for members of the board of directors as described in the URD for 2025 at page 150.
Please vote. Time's up.
Resolution carried. 11th resolution, approval of the remuneration policy applicable to the Chairman of the Board of directors described in the URD, page 150.
Vote is open. No more voting.
Resolution is passed. 12th resolution, approval of the remuneration policy applicable to the Chief Executive Officer set out in the URD, page 151.
Please vote now. No more voting.
Resolution is adopted. 13th resolution is the approval of the report on remuneration set out in the URD, page 154 and following.
Please vote. Voting over.
Resolution is passed. 14th resolution, approval of the remuneration paid in 2025 due, in respect of 2025 to Xavier Huillard, CEO, 30th of April, 2025, and then Chairman of the Board from May 1st to December 31st, 2025. All items are to be found in pages 159 of the URD.
Please vote now. No more voting.
Resolution is passed. 15th resolution, approval of the remuneration paid in 2025 or due in respect of 2025 to Pierre Anjolras, Chief Executive Officer from May 1st to December 31st, 2025. These items are set out in URD, page 161.
Please vote. No more voting.
Resolution is carried. Turning now to the extraordinary general meeting. 16th resolution, renewal of the authorization to reduce the share capital through cancellation of VINCI shares held in treasury within a limit of 10% of the share capital, and to reduce the capital said authorizations for 26 months.
Please vote. No more voting.
Resolution is passed. 17th resolution: delegation of authority to the board for 26 months to carry out share capital increases reserved for employees of the company executive offices within a limit of 1.5% of the share capital at discount doesn't exceed 5%.
Voting open. No more voting.
Resolution is adopted. 18th resolution, delegation of authority to your board for 18 months to carry out capital increases reserved for a category of beneficiaries to offer the employees of certain foreign subsidiaries within a limit of 1.5% of their share capital, 1.5% being common to the 17th, 18th resolution.
Please vote. Vote over.
Resolution is adopted. In the 19th resolution, your board asks you to approve amendments to the articles of association so as to delete certain obsolete provisions and update the wording thereof.
Please vote now. No more voting.
Resolution is adopted. Lastly, 20th resolution, power to carry out legal formalities after this meeting.
Voting open. Voting over.
Resolution is adopted.
Ladies and gentlemen, that brings to an end the agenda of our AGM. Thank you for your patience. As you leave, you will receive, in exchange for your tablet, a [supportive] gift. These are bags from former safety jackets worn by our workers on work site, as well as recycled nautical canvas manufactured by an inclusive company, Lilokawa, based in the Loire Valley. This effort represented over two months of work for [seamstress] that required 65 sq m recycled materials, saved 250,000 L of water. Thank you for your attendance. Thank you for your attention and for your questions. It's your trust that honors us, but above all, stimulate. See you next year. Thank you.