2025 Universal Registration Document

3.1.4 Changes in the composition of the Board

At the Shareholders’ General Meeting of 17 April 2025, resolutions to renew Yannick Assouad’s term of office as Director and to appoint Pierre Anjolras, Karla Bertocco Trindade (a Brazilian national) and María Victoria Zingoni (a national of both Argentina and Spain) as Directors were passed. The term of office of Graziella Gavezotti (an Italian national) as Director ended at the close of this same meeting.

Furthermore, following the decision announced on 30 June 2025 by Dominique Muller, the Director representing employee shareholders, to leave the Group, the Board resolved, at its meeting held on 30 July 2025 and in accordance with the provisions of Article 11.2 of VINCI’s Articles of Association, to co-opt Frédéric Nougarède as Director representing employee shareholders, to serve for the remainder of Ms Muller’s term of office, thus until the Shareholders’ General Meeting held to approve the financial statements for the year ending 31 December 2026.

At the Shareholders’ General Meeting of 14 April 2026, resolutions will be put to the vote to renew the terms of office of Xavier Huillard, Claude Laruelle and René Medori as Directors and to ratify the co-option of Frédéric Nougarède as Director representing employee shareholders to replace Dominique Muller. Marie-Christine Lombard’s term of office as Director will end at the close of this same meeting.

The Board recommends that Xavier Huillard’s term of office as Director be renewed and, if the corresponding resolution is passed at the Shareholders’ General Meeting of 14 April 2026, intends to renew his term of office as Chairman of the Board. The Board also recommends that the terms of office of Claude Laruelle and René Medori as Directors be renewed, given their financial expertise, their in-depth knowledge of the Group and their close involvement in the work of the Board and its committees. It should be noted that Mr Laruelle is a member of both the Audit Committee and the Appointments and Corporate Governance Committee and that Mr Medori is Chair of the Audit Committee and a member of the Remuneration Committee.

Lastly, the terms of office of Roberto Migliardi and Alain Saïd as Directors representing employees will expire at the close of the Shareholders’ General Meeting of 14 April 2026. In accordance with the provisions of Article 11.3 of the Company’s Articles of Association, the Group Works Council has decided to renew Mr Saïd’s term of office. The European Works Council has decided to appoint Nelson Martinho Galego (a Portuguese national) to replace Mr Migliardi.

At the close of the Shareholders’ General Meeting of 14 April 2026 and provided that all the resolutions put to the vote at that meeting are adopted, the characteristics of the Board’s membership will be as follows:

À l’issue de l’assemblée générale du 14 avril 2026, pour autant que l’ensemble des résolutions soient adoptées, les caractéristiques du Conseil seront les suivantes :