2021 UNIVERSAL REGISTRATION DOCUMENT

Report of the Vice-Chairman of the Board of Directors

General and financial elements

Report of the Vice-Chairman of the Board of Directors

Report of the Vice-Chairman of the Board of Directors

Yves-Thibault de Silguy, who serves as Vice-Chairman of the VINCI Board of Directors, hereby reports on the duties that were assigned to him in this capacity during the period from 1 January to 31 December 2021.

This report was prepared by Mr de Silguy in liaison with the Company’s Legal Department and was submitted to the VINCI Board of Directors at its meeting of 3 February 2022.

1. Terms of reference for the Vice-Chairman

The terms of reference for the Vice-Chairman of the Board of Directors are described as follows in Article 2.4 of the internal rules of the Board of Directors in the version available on the Company’s website, www.vinci.com:

"The Vice-Chairman has the following main duties:

  • – He or she assists the Chairman as needed in the exercise of the Chairman’s responsibilities, at the latter’s request.
  • – Based on his or her experience and knowledge of the Group, he or she contributes information that the Board requires about the Group’s business matters and organisation;
  • – He or she represents the Group at the request of the Chairman;
  • –  He or she takes part in meetings with shareholders or proxy advisers, at the request of the Chairman;
  • – He or she chairs Board meetings in the event the Chairman is unavailable;

The Vice-Chairman is granted the necessary powers and is provided with the resources required to carry out his or her duties, as follows:

  • – He or she is kept informed by the Chief Executive Officer of material events or situations affecting the Group, notably relating to strategy, significant investment and divestment projects, organisation, financial reporting, major financial transactions, changes to the Company’s share capital, and contacts with the Company’s main current or potential shareholders;
  • – He or she chairs the Strategy and CSR Committee;
  • – He or she has direct access to the members of the Group’s Executive Committee and, in coordination with the Chief Executive Officer, may organise any meeting with these executives and any employees designated by them that he or she deems appropriate or useful to the performance of his or her duties. The Vice-Chairman may consult with the managers responsible for internal control, risk and compliance as well as the Statutory Auditors;
  • – He or she may access any document or information deemed necessary for the performance of his or her duties.

The Chief Executive Officer facilitates the performance of these duties by providing the required instructions.

The Vice-Chairman reports to the shareholders on the performance of his or her duties at the Shareholders’ General Meeting."

2. Activities of the Vice-Chairman in the performance of the duties assigned to him by the Board of Directors

Over the course of the 2021 financial year, Mr de Silguy:

  • – took part in a large number of meetings with the members of the Executive Committee or the Management and Coordination Committee, or with certain employees designated by these members, as well as the Ethics and Vigilance Director, in order to keep himself informed of the Group’s business activities and news, and more generally its operational organisation;
  • – had frequent contact with the Lead Director and the other members of the Board;
  • – took part in all of the meetings of the Board, the Strategy and CSR Committee and the Appointments and Corporate Governance Committee, as well as attending the informal meetings organised for the Board;
  • – represented the Group at various conferences and forums, on corporate governance issues in particular;
  • – represented the Group at meetings with foreign officials and other prominent figures as well as before professional bodies.

All of these activities were carried out despite the constraints imposed by the Covid-19 pandemic, relating to the various lockdowns and the adoption of remote working.

Mr de Silguy sent a detailed written report about the performance of his duties to the Chairman of the Audit Committee and to the Chairman of the Appointments and Corporate Governance Committee.