2025 Universal Registration Document

3.3 Independence of Board members

3.3.1 Personal situation of company officers and conflicts of interest

Summary of related internal rules

The internal rules of the Board of Directors stipulate that all directors must inform the Board of any conflict of interest, including a future or potential situation, in which they find or may find themselves and in this case promptly contact the Lead Director to define and implement measures to prevent such conflict. These measures might consist of refraining from attending part or all of any Board or Board committee meeting during which a sensitive subject in this regard is to be discussed. Directors must abstain from voting on any matter involving a conflict of interest for them and from taking part in the related discussions. The Lead Director may intervene at any time in response to any real or potential conflicts of interest that may come to his or her attention and proceed with investigations in order to further identify, avoid or manage them.

In addition, the Board’s internal rules specify that no director of VINCI may hold a position at any of VINCI’s competitors and that all directors must keep the Board informed of any positions held in other companies, including board committee memberships at these companies, whether based in France or abroad.

Implementation

None of VINCI’s directors has declared a conflict of interest in respect of any decisions taken by the Board in 2025 and all of the directors considered independent by the Board, with the exception of Carlos F. Aguilar, have stated that they did not have any conflict of interest in 2025 between their personal or professional activities and their role as director of the Company. Mr Aguilar has determined that a conflict of interest exists between his position as a director of the Electric Reliability Council of Texas, Inc. (Ercot) and his position as a director of VINCI. He has therefore decided to step down from Ercot’s Board of Directors.
There are no family ties between any of VINCI’s company officers.
None of VINCI’s company officers has been found guilty of fraud in the last five years.
In the last five years, none of these individuals has been incriminated or officially punished by a statutory or regulatory authority, or disqualified by a court from serving as a member of a board of directors or company management or supervisory body of a securities issuer or from being involved in the management or conduct of the affairs of a securities issuer. However, René Medori has informed the Company that Petrofac Ltd, where he held the office of Non-executive Chairman until 28 November 2025, has requested to be placed under receivership following the cancellation of a major contract, which has prevented the implementation of a restructuring plan by that company.

3.3.2 Independence evaluation

At its meeting of 5 February 2026, after having heard the report of the Appointments and Corporate Governance Committee, the Board conducted an evaluation of the independence of current directors, as recommended by the Afep-Medef code and in accordance with the criteria of that code.

In line with the recommendations of the Afep-Medef code, the criteria to be taken into account by the Board are as follows:

Independence evaluation
Article of the Afep-Medef code	Criteria
10.5.1	10.5.1 Criteria Not being, and not having been at any time over the last five years, an employee or executive officer of the company, nor an employee, executive officer or director of any entity consolidated by the company, nor an employee, executive officer or director of the company’s parent company or of any other entity consolidated by this parent company
10.5.2	10.5.2 Criteria Not having been an executive officer of an entity in which the company serves, either directly or indirectly, as director or in which an employee designated as such or an executive officer of the company currently serves or has served at any time over the last five years as director
10.5.3	10.5.3 Criteria Not being a customer, supplier, investment banker, merchant banker or consultant that is material for the company or its group, or for which the company or its group represents a significant part of its business
10.5.4	10.5.4 Criteria Having no close family ties with a company officer
10.5.5	10.5.5 Criteria Not having acted as statutory auditor for the company at any time over the last five years
10.5.6	10.5.6 Criteria Not having served as a director of the company for more than 12 years
10.6.	10.6. Criteria Not being eligible to receive variable remuneration tied to performance in cash or securities from the company or its group if serving as a non-executive officer
10.7	10.7 Criteria Not being a representative of a shareholder holding more than 10% of the company’s share capital or voting rights

In evaluating the independence of its members with respect to the criteria of Article 10.5.3, the Board took into account the material or non-material nature of the business relationships being examined, the particular circumstances of each director at the company in question in view of these relationships and the amount of sales or purchases involved, in absolute as well as relative terms.