2024 Universal Registration Document

General and financial elements

The purpose of the position of Lead Director is to have a Board member who can serve as a point of contact distinct from the Chairman and Chief Executive Officer and who also has the personal powers necessary to guarantee the Board’s responsiveness in all circumstances. In accordance with the Board’s internal rules, the Lead Director is authorised to request the addition of any item to the agenda of a Board meeting or ask the Chairman to call a Board meeting.

The Lead Director has the duties and responsibilities laid down in the Board’s internal rules, which are reiterated in paragraph 2.1 above.

Yannick Assouad, who also chairs the Appointments and Corporate Governance Committee, has drawn up a report on the performance of her duties in 2024 (see the Report of the Lead Director of the Board of Directors, page 313).

3.Board of Directors

3.1 Composition of the Board of Directors
3.1.1 Main characteristics

At 31 December 2024, the Board of Directors had 13 members. The characteristics of its membership are detailed below:

Name Age (*) Gender Number of years of service Number of shares Nationality(ies)

Independence (reason not considered independent)

Date of first appointment or designation Term of office ends

Xavier Huillard

Chairman

Xavier Huillard

Chairman

Age (*)

70

Xavier Huillard

Chairman

Gender

M

Xavier Huillard

Chairman

Number of

years of service

18

Xavier Huillard

Chairman

Number of

shares

336,616

Xavier Huillard

Chairman

Nationality(ies)

French

Xavier Huillard

Chairman

Independence (reason not considered independent)

Not independent (executive officer)

Xavier Huillard

Chairman

Date of first

appointment or

designation

09/01/2006

Xavier Huillard

Chairman

Term of office

ends

2026 SGM

Yannick Assouad

Lead Director

Yannick Assouad

Lead Director

Age (*)

65

Yannick Assouad

Lead Director

Gender

F

Yannick Assouad

Lead Director

Number of

years of service

11

Yannick Assouad

Lead Director

Number of

shares

1,000

Yannick Assouad

Lead Director

Nationality(ies)

French

Yannick Assouad

Lead Director

Independence (reason not considered independent)

Independent

Yannick Assouad

Lead Director

Date of first

appointment or

designation

16/04/2013

Yannick Assouad

Lead Director

Term of office

ends

2025 SGM

Carlos F. Aguilar

Carlos F. Aguilar

Age (*)

66

Carlos F. Aguilar

Gender

M

Carlos F. Aguilar

Number of

years of service

1

Carlos F. Aguilar

Number of

shares

1,000

Carlos F. Aguilar

Nationality(ies)

American and Costa Rican

Carlos F. Aguilar

Independence (reason not considered independent)

Independent

Carlos F. Aguilar

Date of first

appointment or

designation

13/04/2023

Carlos F. Aguilar

Term of office

ends

2027 SGM
Benoit Bazin

Benoit Bazin

Age (*)

56

Benoit Bazin

Gender

M

Benoit Bazin

Number of

years of service

4

Benoit Bazin

Number of

shares

2,000

Benoit Bazin

Nationality(ies)

French

Benoit Bazin

Independence (reason not considered independent)

Independent

Benoit Bazin

Date of first

appointment or

designation

18/06/2020

Benoit Bazin

Term of office

ends

2028 SGM

Graziella Gavezotti Graziella GavezottiAge (*)

73

Graziella Gavezotti

Gender

F

Graziella GavezottiNumber of

years of service

11

Graziella GavezottiNumber of

shares

1,000

Graziella Gavezotti

Nationality(ies)

Italian

Graziella Gavezotti

Independence (reason not considered independent)

Independent

Graziella Gavezotti

Date of first

appointment or

designation

16/04/2013

Graziella GavezottiTerm of office

ends

2025 SGM

Caroline Grégoire Sainte Marie Caroline Grégoire Sainte MarieAge (*)

67

Caroline Grégoire Sainte Marie

Gender

F

Caroline Grégoire Sainte MarieNumber of

years of service

5

Caroline Grégoire Sainte MarieNumber of

shares

1,016

Caroline Grégoire Sainte Marie

Nationality(ies)

French

Caroline Grégoire Sainte Marie

Independence (reason not considered independent)

Independent

Caroline Grégoire Sainte Marie

Date of first

appointment or

designation

17/04/2019

Caroline Grégoire Sainte MarieTerm of office

ends

2027 SGM

Claude Laruelle

Claude Laruelle

Age (*)

57

Claude Laruelle

Gender

M

Claude Laruelle

Number of

years of service

2

Claude Laruelle

Number of

shares

1,029

Claude Laruelle

Nationality(ies)

French

Claude Laruelle

Independence (reason not considered independent)

Independent

Claude Laruelle

Date of first

appointment or

designation

12/04/2022

Claude Laruelle

Term of office

ends

2026 SGM

Marie-Christine Lombard

Marie-Christine Lombard

Age (*)

66

Marie-Christine Lombard

Gender

F

Marie-Christine Lombard

Number of

years of service

10

Marie-Christine Lombard

Number of

shares

1,016

Marie-Christine Lombard

Nationality(ies)

French

Marie-Christine Lombard

Independence (reason not considered independent)

Independent

Marie-Christine Lombard

Date of first

appointment or

designation

15/04/2014

Marie-Christine Lombard

Term of office

ends

2026 SGM

René Medori

René Medori

Age (*)

67

René Medori

Gender

M

René Medori

Number of

years of service

6

René Medori

Number of

shares

1,886

René Medori

Nationality(ies)

French and British

René Medori

Independence (reason not considered independent)

Independent

René Medori

Date of first

appointment or

designation

17/04/2018

René Medori

Term of office

ends

2026 SGM

Annette Messemer

Annette Messemer

Age (*)

60

Annette Messemer

Gender

F

Annette Messemer

Number of

years of service

1

Annette Messemer

Number of

shares

1,000

Annette Messemer

Nationality(ies)

German

Annette Messemer

Independence (reason not considered independent)

Independent

Annette Messemer

Date of first

appointment or

designation

13/04/2023

Annette Messemer

Term of office

ends

2027 SGM

Roberto Migliardi

Roberto Migliardi

Age (*)

65

Roberto Migliardi

Gender

M

Roberto Migliardi

Number of

years of service

2

Roberto Migliardi

Number of

shares

0

Roberto Migliardi

Nationality(ies)

French

Roberto Migliardi

Independence (reason not considered independent)

Not independent (Director representing employees)

Roberto Migliardi

Date of first

appointment or

designation

12/04/2022

Roberto Migliardi

Term of office

ends

2026 SGM

Dominique Muller

Dominique Muller

Age (*)

62

Dominique Muller

Gender

F

Dominique Muller

Number of

years of service

5

Dominique Muller

Number of

shares

3,814

Dominique Muller

Nationality(ies)

French

Dominique Muller

Independence (reason not considered independent)

Not independent (Director representing employee shareholders)

Dominique Muller

Date of first

appointment or

designation

17/04/2019

Dominique Muller

Term of office

ends

2027 SGM

Alain Saïd

Alain Saïd

Age (*)

58

Alain Saïd

Gender

M

Alain Saïd

Number of

years of service

2

Alain Saïd

Number of

shares

0

Alain Saïd

Nationality(ies)

French

Alain Saïd

Independence (reason not considered independent)

Not independent (Director representing employees)

Alain Saïd

Date of first

appointment or

designation

12/04/2022

Alain Saïd

Term of office

ends

2026 SGM

(*) At 31 December 2024.

SGM: Shareholders’ General Meeting.

As a general rule, the members of the Board of Directors are appointed individually by vote of the shareholders at the Ordinary Shareholders’ General Meeting as proposed by the Board, itself referring to the opinion of the Appointments and Corporate Governance Committee. However, the two Directors representing employees, namely Roberto Migliardi and Alain Saïd, were designated respectively by VINCI’s European Works Council and its Social and Economic Committee, in accordance with the provisions of Article 11.3 of the Articles of Association.

Each Board member, other than the Directors representing employees and the Director representing employee shareholders, must hold a minimum of 1,000 VINCI shares in registered form.