2022 Universal Registration Document

The overall attendance rate for directors at Board meetings held in 2022 was 95%. The table below provides details on individual attendance rates for all directors at Board meetings as well as the meetings of its committees.

C: Chair; M: Member.

(*) Until 12 April 2022.

(**) From 12 April 2022.

3.1.4 Changes in the composition of the Board

At the 2022 Shareholders’ General Meeting, the resolutions to renew the terms of office of Xavier Huillard, Marie-Christine Lombard, René Medori and Qatar Holding LLC as Directors, as well as to appoint Claude Laruelle as Director were all passed. Yves-Thibault de Silguy’s term of office as Director ended at the close of this same meeting. Furthermore, the terms of office of Uwe Chlebos and Miloud Hakimi as Directors representing employees also ended at the close of the meeting. In accordance with the provisions of Article 11.3 of the Articles of Association, VINCI’s Social and Economic Committee decided to designate Alain Saïd and its European Works Council decided to designate Roberto Migliardi to replace them.

At the Shareholders’ General Meeting of 13 April 2023, resolutions will be put to the vote to renew Caroline Grégoire Sainte Marie’s term of office as Director, as well as to appoint Carlos F. Aguilar and Annette Messemer as Directors. The terms of office of Robert Castaigne, Ana Paula Pessoa and Pascale Sourisse as Directors will end at the close of this same meeting. In addition, given that Dominique Muller’s term of office as Director representing employee shareholders will end at the close of the meeting, the process to appoint a new Director representing employee shareholders, provided for in Article 11.2 of the Articles of Association, has been initiated. Shareholders will thus be asked at the meeting to vote on the candidate or candidates put forward, and voting will conclude once the position has been filled.

Due to the departures of several directors, the Appointments and Corporate Governance Committee sought to recommend two candidates to the Board having an international profile and offering both technical and financial expertise. During its meeting of 8 February 2023, the Board approved the Appointments and Corporate Governance Committee’s recommendation to submit the appointment of Carlos F. Aguilar and Annette Messemer as Directors for approval at the Shareholders’ General Meeting of 13 April 2023.

Carlos F. Aguilar and Annette Messemer have experience and expertise in the following areas: