The table below provides information on the determinations reached by the Board regarding the independence of each of its members:
| Xavier Huillard | Mr Huillard is Chairman of the Board of VINCI. He served as Chairman and Chief Executive Officer from May 2010 until April 2025. | Not independent |
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| Pierre Anjolras | Mr Anjolras is Chief Executive Officer of VINCI and a member of its Board of Directors. | Not independent |
| Annette Messemer |
Ms Messemer is Lead Director of VINCI. Ms Messemer is a company director and serves in this capacity at companies that may have business relationships with entities of the VINCI Group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Independent |
| Carlos F. Aguilar | Mr Aguilar is President and Chief Executive Officer of Old Hundred Road LLC and Chief Executive Officer of Inspire Dallas LLC. These entities do not have business relationships with the VINCI Group. | Independent |
| Yannick Assouad |
Ms Assouad has had executive management responsibilities at the Thales group since July 2020. Certain VINCI subsidiaries have business relationships with the Thales group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. Ms Assouad has been a member of VINCI’s Board of Directors since 2013, thus for more than 12 years. |
Not independent |
| Benoit Bazin |
Mr Bazin is Chairman and Chief Executive Officer of Saint-Gobain. Certain VINCI subsidiaries have business relationships with the Saint-Gobain group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Independent |
| Karla Bertocco Trindade | Ms Bertocco Trindade has served as Chairman of Sabesp and is now a member of its Board of Directors. This entity does not have business relationships with the VINCI Group. | Independent |
| Caroline Grégoire Sainte Marie | Ms Grégoire Sainte Marie is a company director and serves in this capacity at companies that may have business relationships with entities of the VINCI Group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. | Independent |
| Claude Laruelle |
Mr Laruelle has been Group Executive Director in charge of the Performance, Impact, Investment and Finance Division of EDF since September 2025. Certain VINCI subsidiaries have business relationships with the EDF group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Independent |
| Marie-Christine Lombard |
Ms Lombard is Chairman of the Executive Board of Geodis. Certain VINCI subsidiaries have business relationships with the Geodis group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Independent |
| René Medori | Mr Medori served as Non-executive Chairman of Petrofac Ltd until 28 November 2025. This entity does not have business relationships with the VINCI Group. | Independent |
| Roberto Migliardi | Mr Migliardi is one of the two Directors representing employees. | Not independent |
| Frédéric Nougarède | Mr Nougarède is the Director representing employee shareholders, who hold units of the Castor company mutual fund that is mainly invested in VINCI shares. | Not independent |
| Alain Saïd | Mr Saïd is one of the two Directors representing employees. | Not independent |
| María Victoria Zingoni |
Ms Zingoni is Strategic Advisor to the President of GE Vernova. Certain VINCI subsidiaries have business relationships with the GE Vernova group. However, these relationships arise in the normal course of business and account for only a non-material proportion of business for each of the companies concerned. Furthermore, VINCI’s Board of Directors is not involved in any way in these relationships. |
Independent |
The results of the Board’s evaluation of each of its members with regard to the independence criteria of the Afep-Medef code are as follows:
| 10.5.1 | 10.5.2 | 10.5.3 | 10.5.4 | 10.5.5 | 10.5.6 | 10.6 | 10.7 | Board’s evaluation | |
|---|---|---|---|---|---|---|---|---|---|
| Xavier Huillard |  |
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Xavier Huillard 10.5.3 
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Xavier Huillard Board’s evaluation Not independent |
| Pierre Anjolras | |
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Pierre Anjolras Board’s evaluation Not independent |
| Annette Messemer | |
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Annette Messemer Board’s evaluation Independent |
| Carlos F. Aguilar | |
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Carlos F. Aguilar Board’s evaluation Independent |
| Yannick Assouad | |
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Yannick Assouad Board’s evaluation Not independent |
| Benoit Bazin | |
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Benoit Bazin Board’s evaluation Independent |
| Karla Bertocco Trindade | |
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Karla Bertocco Trindade Board’s evaluation Independent |
| Caroline Grégoire Sainte Marie | |
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Caroline Grégoire Sainte Marie Board’s evaluation Independent |
| Claude Laruelle | |
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Claude Laruelle Board’s evaluation Independent |
| Marie-Christine Lombard | |
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Marie-Christine Lombard Board’s evaluation Independent |
| René Medori | |
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René Medori Board’s evaluation Independent |
| Roberto Migliardi | |
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Roberto Migliardi Board’s evaluation Not independent – Director representing employees |
| Frédéric Nougarède | |
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Frédéric Nougarède Board’s evaluation Not independent – Director representing employee shareholders |
| Alain Saïd | |
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Alain Saïd Board’s evaluation Not independent – Director representing employees |
| María Victoria Zingoni | |
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María Victoria Zingoni Board’s evaluation Independent |
Based on these results, the Board concluded that nine of its 12 members, or 75% of its directors, should be considered independent, bearing in mind that, in accordance with the Afep-Medef code, the Director representing employee shareholders and the two Directors representing employees are not taken into account in this evaluation.
At the close of the Shareholders’ General Meeting of 14 April 2026, given that Marie-Christine Lombard’s term of office as Director will have ended, if the resolutions 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 have been adopted, the proportion of directors qualifying as independent will be 73%.