VINCI’s report on corporate governance is prepared in accordance with the provisions of Article L.22-10-10 and of the last paragraph of Article L.225-37 of the French Commercial Code. This report was approved by the Board of Directors (hereinafter the “Board”) of VINCI SA (hereinafter “VINCI” or the “Company”) at its meeting of 5 February 2026. It was written by the Group’s Legal Department following discussions with all the individuals mentioned herein, in particular the executive and non-executive officers and the Board members, as well as representatives of the Company’s functional departments with access to elements of information necessary for its preparation. It was reviewed by the Appointments and Corporate Governance Committee and the Remuneration Committee.
The Board has opted to refer to the recommendations of the Afep-Medef code, which may be downloaded from the website of the French High Committee for Corporate Governance (https://hcge.fr).
At the date of this report, the Company’s practices are compliant with the recommendations of the Afep-Medef code, apart from the exception presented in the table below.
| Afep-Medef code recommendation | Explanation of departure from the Afep-Medef code |
|---|---|
|
23.1 When an employee becomes a company officer, it is recommended that their employment contract with the company or with a group company be terminated, either by way of contractual termination or resignation. 23.2 This recommendation applies to the Chairman and Chief Executive Officer or the Chief Executive Officer in companies with a board of directors, to the Chairman of the Management Board in companies with a management board,, to the sole Managing Director in companies with a management board and a supervisory board, and to the statutory managers of partnerships limited by shares. |
23.1 When an employee becomes a company officer, it is recommended that their employment contract with the company or with a group company be terminated, either by way of contractual termination or resignation. 23.2 This recommendation applies to the Chairman and Chief Executive Officer or the Chief Executive Officer in companies with a board of directors, to the Chairman of the Management Board in companies with a management board,, to the sole Managing Director in companies with a management board and a supervisory board, and to the statutory managers of partnerships limited by shares. Explanation of departure from the Afep-Medef code Pierre Anjolras has a permanent employment contract with VINCI. Given his length of service with the Company, when Mr Anjolras was appointed as Chief Executive Officer on 1 May 2025, the Board of Directors decided to suspend, rather than terminate, his employment contract. The Board took the view that this suspension would not result in any overlapping of benefits relating, on the one hand, to his service as a company officer and, on the other, to his suspended employment contract. Mr Anjolras does not receive any remuneration under his suspended employment contract. In addition, the period during which his contract is suspended is not considered as part of his overall length of service with the Company. At the end of his service as Chief Executive Officer, Mr Anjolras will again be eligible for the benefits provided under his employment contract, arising in particular from long-standing rules of public policy laid down in the French Labour Code and in the provisions of the collective agreement for the French construction industry. It is further specified that Mr Anjolras will not be eligible for any severance pay and will not be covered by any non-competition clause at the end of his service as Chief Executive Officer. |
The Board has adopted internal rules, which cover the organisational and operating procedures of the Board and its committees, the respective responsibilities and powers of the Board, the Chairman of the Board, the Chief Executive Officer and the Lead Director, as well as the rights and obligations of Board members, and in particular their right to information, their access to executives and the rules relating to the management of possible conflicts of interest. The Board’s internal rules are updated on a regular basis. The last such update entered into effect on 1 May 2025. The internal rules may be accessed in their entirety on the Company’s website (www.vinci.com).
The general approach to VINCI’s corporate governance is structured at two levels: that of the parent company VINCI SA and that of its subsidiaries organised into business lines, as befits the Group’s decentralised model. This model is the one best suited to guarantee the Group’s performance, given its companies’ local roots, the range of business activities represented and the granular nature of its operational organisation.
As the consolidating entity for all Group operations, VINCI SA’s role is to establish general guidelines shared across the Group to instil and reinforce its core values and culture, while ensuring compliance with the many legal and regulatory provisions pertaining to its activities.
The parent company’s governance is based on interactions between three distinct bodies: the Group’s Executive Management, the Board of Directors and the Shareholders’ General Meeting.
The Board of Directors has the duties and responsibilities laid down in law as well as those set forth in its internal rules, all of which are exercised through its ordinary meetings and its extraordinary meetings (convened as necessary), based on the recommendations resulting from the work of its specialised committees. The Board’s proceedings are organised by its Chairman and those of its specialised committees by their respective chairs.
More specifically, the Board of Directors defines the Group’s strategy and approves all commitments to be entered into by VINCI SA as well as those to be entered into by the Group’s subsidiaries that would involve strategic developments or require financial commitments exceeding certain materiality thresholds, in accordance with its internal rules.
To this end, the Board has set up four specialised committees. The roles of the Audit Committee, the Appointments and Corporate Governance Committee and the Remuneration Committee are to prepare the Board’s decisions relating to their areas of responsibility, while that of the Strategy and CSR Committee (whose meetings are open to all directors) is to provide Board members with full information on matters relating to (i) corporate social responsibility as identified in the VINCI Manifesto and (ii) the Group’s strategy adopted on the whole or with respect to investment projects that are significant, yet do not meet the materiality threshold requiring a formal decision by the Board under its internal rules.
The Group’s activities pertaining to operations are spearheaded by its subsidiaries organised into business lines, which are overseen by their own governing bodies. The Group’s Executive Management, which is led by Pierre Anjolras as Chief Executive Officer, exercises its authority with the support of the Group’s internal control teams.
