2022 Universal Registration Document

Composition

In accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three directors designated by the Board. From 18 June 2020 until 12 April 2022, this committee had seven directors as permanent members: Yves-Thibault de Silguy (Chair), Uwe Chlebos, Caroline Grégoire Sainte Marie, Dominique Muller, Ana Paula Pessoa, Pascale Sourisse and the permanent representative of Qatar Holding LLC. Since 12 April 2022, its membership has been as follows: Benoit Bazin (Chair), Caroline Grégoire Sainte Marie, Dominique Muller, Ana Paula Pessoa, Alain Saïd, Pascale Sourisse and the permanent representative of Qatar Holding LLC.

Abdullah Hamad Al Attiyah has been the permanent representative of Qatar Holding LLC since 6 December 2018.

All Board members who wish to do so may attend the Strategy and CSR Committee’s meetings, with voting rights. Before each meeting, a dossier on the items to be discussed is sent to all directors.

VINCI’s Chairman and Chief Executive Officer, Executive Vice-President and Chief Financial Officer, and Vice-President for Business Development attend the meetings of the Strategy and CSR Committee. The Board Secretary acts as secretary to this committee.

Responsibilities

The Strategy and CSR Committee helps the Board review the Group’s overall strategy. In advance of their presentation to the Board, it examines multi-year contracts implying an investment on the part of the Group, strategic investments and all transactions, including acquisitions and disposals, with the potential to have a material impact on the Group’s scope of consolidation, business activities, risk profile, earnings or balance sheet or on the Company’s stock market valuation. It also monitors all corporate social responsibility issues.

In particular its duties are to:

• prepare the Board’s discussions on the Group’s strategy;
• express an opinion, for the benefit of the Executive Management, on proposed acquisitions or disposals of shareholdings of a value exceeding €50 million that do not come under the Board’s direct terms of reference;• give its opinion to the Executive Management on plans for significant changes to the Group’s legal or operational structure
• ensure that matters relating to corporate social responsibility are taken into account in the Group’s strategy and its implementation;
• ensure that whistleblowing systems have been put in place within the Group and are functioning well;
• review the report required under Article L.225-102-1 of the French Commercial Code in relation to corporate social responsibility;
• examine the VINCI Group’s sustainability commitments with respect to the issues faced in its business activities and in achieving its objectives.

In addition, this committee is kept informed by the Executive Management of progress made on proposed multi-year contracts involving a total investment by the VINCI Group in equity and debt of more than €100 million.

Activities in 2022

In its meetings, the Strategy and CSR Committee addressed the following subjects in particular:

• six acquisition projects in Energy and Construction;
• eight acquisition opportunities in Concessions, notably for airport concessions;
• update on the implementation of civic engagement initiatives;
• update on the implementation of ethics and vigilance actions;
• progress report on the Group’s environmental ambition.