2025 Universal Registration Document

General and financial elements

3.3.3 Procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis

In accordance with the provisions of Article L.22-10-12 of the French Commercial Code, at its meeting of 4 February 2020 the Board put in place a procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis.

This procedure requires the identification of any agreements that might be considered as regulated agreements because they do not meet these two conditions, their submission to the Legal Department for analysis prior to being signed, an assessment of the contractual terms of the aforementioned agreements carried out by the Legal Department with the assistance of the Finance Department, a summary table prepared by the Legal Department of agreements entered into in the ordinary course of business and on an arm’s length basis, the reassessment of these agreements at regular intervals to determine whether they continue to meet these two conditions, and a presentation given at least once a year to the Audit Committee covering the implementation of the procedure.

At its meeting of 4 February 2026, the Audit Committee noted that the implementation of the procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis did not result in the identification of any such agreements during the 2025 financial year.

3.4 Conditions of preparation and organisation of the work of the Board
3.4.1 Functioning and work of the Board in 2025

The Board met eight times in 2025 (for seven ordinary meetings and one extraordinary meeting) and the average attendance rate reached 100%. Attendance rates for each director at the Board meetings held in 2025 are shown in paragraph 3.1.3, “Activities in 2025”, page 133.

All documents needed by directors to perform their duties are made available both in hard copy, for those who wish to receive them as such, and in electronic form, the latter via a specific platform allowing directors to view the documents on their tablet or computer.

In 2025, all Board meetings were held in person, although some of the directors took part remotely via videoconferencing.

The Board discussed all matters of importance relating to the Group’s activities. The Executive Vice-President and Chief Financial Officer attends Board meetings. The General Counsel acts as Board Secretary.

Functioning and work of the Board in 2025
Main areas of oversight Board activities in 2025
Review of the financial statements and day-to-day management Review of the financial statements and day-to-day management

Board activities in 2025

  • Acknowledged and approved the consolidated and parent company financial statements for the year ended 31 December 2024 as well as the consolidated and parent company financial statements for the six months ended 30 June 2025, reviewed the related press releases, examined the reports of the Statutory Auditors relating to these financial statements, and reviewed the 2025 budget forecasts and the 2026 budget
  • Approved the terms of the various reports to shareholders, including the Report of the Board of Directors (which contained the report on corporate governance and the sustainability report), prepared and convened the Shareholders’ General Meeting of 17 April 2025, approved its agenda and the resolutions submitted for shareholder approval
  • Acknowledged the work done by the Audit Committee
  • Regularly examined the Group’s business activities, ongoing developments, financial situation and indebtedness
  • Decided on the payment of the dividend in respect of 2024 and the interim dividend in respect of 2025
  • Approved the 2024 tax transparency report
  • Received information on the extension of VINCI SA’s revolving credit facility
  • Received information on changes in the share capital and on the implementation of the share buy-back programme
  • Decided to reduce the share capital on two occasions by cancelling a total of 7,471,813 treasury shares
  • Approved the renewal of the Chairman and Chief Executive Officer’s powers for the period from 1 January to 30 April 2025 and those of the Chief Executive Officer from 1 May 2025 regarding guarantees and collateral as well as the implementation of the share buy-back programme
  • Renewed the delegation of authority to the Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer to issue bonds and was informed of the use of this delegation
  • Received information in conjunction with the preparation of the interim and annual financial statements identifying financial difficulties experienced by companies in order to prevent insolvency
  • Acknowledged and approved the report on payments to government authorities made by VINCI subsidiaries with respect to their mining and quarrying activities
Corporate governance Corporate governance

Board activities in 2025

  • Acknowledged the work done by the Appointments and Corporate Governance Committee
  • Evaluated the independence of the Board’s members with regard to the criteria of the Afep-Medef code and submitted the appointment of three directors for shareholder approval at the Shareholders’ General Meeting
  • Amended the Board’s internal rules
  • Confirmed in February 2025 that the system of governance in which the roles of Chairman of the Board and Chief Executive Officer are combined would continue to apply, with Xavier Huillard serving in both of these positions, then decided to separate these two roles from May 2025
  • Decided to appoint Mr Huillard as Chairman of the Board and Pierre Anjolras as Chief Executive Officer
  • Appointed a new Lead Director
  • Made changes to the composition of the Board committees
  • Decided the arrangements for implementing the procedure to designate directors representing employees as stipulated in the Company’s Articles of Association
  • Decided to co-opt a new director representing employee shareholders to replace Dominique Muller, who had resigned from this position on the Board
  • Acknowledged the conclusions of the formal assessment of the Board
Remuneration Remuneration

Board activities in 2025

  • Acknowledged the work done by the Remuneration Committee
  • Set Mr Huillard’s variable remuneration for financial year 2024 and established the remuneration policy for the Chairman and Chief Executive Officer for the period from 1 January to 30 April 2025 as well as the remuneration policies for the Chairman of the Board and the Chief Executive Officer, which were to enter into force on 1 May 2025
  • Acknowledged and approved the “Company officers’ remuneration and interests” section of the 2024 Universal Registration Document
  • Defined the performance conditions applicable to the long-term incentive plans to be set up beginning in 2025
  • Decided to set up a performance share plan for the Group’s employees for awards granted under the twenty-seventh resolution passed at the Shareholders’ General Meeting of 17 April 2025, as well as a long-term incentive plan for the Chief Executive Officer
  • Approved the vesting percentages under the performance share and long-term incentive plans set up on 12 April 2022
  • Decided to maintain eligibility for performance share plans
Employee savings plans Employee savings plans

Board activities in 2025

  • Set the subscription price of shares to be issued under the Group savings plan in France for the periods from 1 May to 31 August 2025, from 1 September to 31 December 2025 and from 1 January to 30 April 2026
  • Acknowledged a proposal for a new international employee share ownership plan for 2026 and granted delegations of authority to set the subscription price as well as the definitive start and end dates for the subscription period in each country concerned
  • Reaffirmed, subsequent to the Shareholders’ General Meeting, the decisions previously taken by the Board relating to the Castor France and Castor International 2025 company mutual funds
  • Acknowledged the results of the employee share ownership programme offered in 2025 to employees of VINCI’s foreign subsidiaries in connection with the Group savings plan outside France
Strategy and CSR Strategy and CSR

Board activities in 2025

  • Acknowledged the work done by the Strategy and CSR Committee, whose meetings are open to all Board members
  • Reviewed a motorway concession opportunity and gave the go-ahead for the project
Other Other

Board activities in 2025

  • Responded to questions submitted in writing by shareholders prior to the Shareholders’ General Meeting of 17 April 2025
  • Received information on the signing of a sponsorship agreement
  • Received a presentation on the Group’s cybersecurity policy
  • Received a presentation relating to the potential benefits of AI for the Group’s businesses and the governance of AI risk
  • Received information on the schedule of meetings of the Board and its committees for 2026 and 2027