2025 Universal Registration Document

General and financial elements

Xavier Huillard, who serves as Chairman of the Board, works with the Lead Director to ensure that the Board is able to fully exercise the duties and responsibilities falling within its area of competence, and particularly those relating to financial policy, strategy, image and reputation, at the same time ensuring that all aspects of the Group’s corporate social responsibility are being addressed.

The organisational approach to the governance of VINCI SA, and in particular the decision to combine or separate the roles of Chairman and Chief Executive Officer, is a regular topic of discussion at Board meetings and during external assessments of the Board, carried out every three years. It guarantees that directors are kept properly informed and allows for the efficient preparation of the decisions they are asked to consider as part of the Board’s procedures. At its meeting held immediately following the Shareholders’ General Meeting on 17 April 2025 and as part of the succession process for the Chairman and Chief Executive Officer, the Board decided to separate these two roles with effect from 1 May 2025.

The current division of responsibilities between the Company’s governance bodies and top management, as set forth in the Board’s internal rules, is as follows:

General organisation
Board of Directors Chairman of the Board Chief Executive Officer Lead Director

Board of Directors
  • Appointments:
    • Appointments of the Chairman, the Chief Executive Officer, the Lead Director and any Deputy CEOs
    • Formation of Board committees
  • Strategy: Prior approval of strategic choices
  • Investments:
    • Prior approval of strategic investments and material transactions relating to exposure in amounts greater than €300 million carried out by the parent company or its subsidiaries
    • Prior approval of all transactions referred to the Strategy and CSR Committee
    • Prior approval of all transactions outside the Company’s announced strategy

Chairman of the Board
  • Chairmanship of the Board: organisation and supervision of the work of the Board
  • Oversight of the Company’s governing bodies to ensure that they are functioning well
  • Participation, in coordination with the Lead Director, in meetings relating to voting policy and governance with teams representing shareholders or investors and with proxy advisers
  • Representation of the Group, at the request of the Chief Executive Officer, to investors, customers and government authorities in France and around the world

Chief Executive Officer
  • Executive Management: proposals of decisions and strategic directions, followed by their implementation after approval by the Board

  • Operational management of the Group:

    • Appointments of senior executives of the Company and its main subsidiaries
    • Approval of material transactions carried out by the subsidiaries

Lead Director
  • Chairmanship of the Board in the absence of the Chairman
  • Chairmanship of the Appointments and Corporate Governance Committee
  • Management of any conflicts of interest
  • Primary point of contact for Board members on corporate governance matters
  • Liaison for institutional shareholders and proxy advisers at the request of the Chairman of the Board
  • Organisation of meetings of the Board in the absence of any executive officer (executive sessions)
  • Possibility to request that a Board meeting be called by the Chairman
  • Possibility to request the addition of any item to the agenda of a Board meeting
2.2 Chairman of the Board

Xavier Huillard has served as Chairman of the Board since 1 May 2025. The Board appointed him to this position at its meeting of 17 April 2025, held immediately following the Shareholders’ General Meeting.

At its meeting of 5 February 2026, the Board decided to propose the renewal of Mr Huillard’s term of office as Director at the Shareholders’ General Meeting called to approve the 2025 financial statements and, in the event that the corresponding resolution is passed, plans to renew his term of office as Chairman of the Board.

The Chairman of the Board has the duties and responsibilities laid down in law as well as those set forth in the Board’s internal rules.

2.3 Chief Executive Officer

In 2025, having reached the age limit stipulated in Article 15 of the Company’s Articles of Association, Xavier Huillard stepped down from his dual role as Chairman and Chief Executive Officer effective 30 April 2025.

At its meeting held immediately following the Shareholders’ General Meeting on 17 April 2025, the Board decided to opt for the separation of the roles of Chairman and Chief Executive Officer with effect from 1 May 2025 and, as part of the leadership transition, appointed Pierre Anjolras to serve as Chief Executive Officer with effect from that same date.

Mr Anjolras has the duties and responsibilities laid down in law and regularly presents the Group’s performance, outlook and strategy to the financial community, in particular through roadshows.

He chairs both the Executive Committee and the Management and Coordination Committee. He also chairs the VINCI Risk Committee, with powers to delegate this function.

2.4 Organisation of VINCI’s Executive Management and corporate management structures

Pierre Anjolras has formed the Executive Committee comprising the Group’s main operational and functional senior executives, which had 17 members at 1 March 2026. The information required under Article L.22-10-10 2° of the French Commercial Code on the means by which the Company aims to achieve gender balance at executive levels is provided in paragraph 3.1.3.3, “Equal opportunities, the foundation for VINCI’s culture”, of the sustainability report, page 262.

The Executive Committee approves and monitors the implementation of the Group’s cross-cutting policies, particularly in the areas of risk management, finance, human resources, safety, IT and insurance. It provides for frequent and regular exchanges on matters of importance relating to the Group’s activities. The Executive Committee met 20 times in 2025.