2025 Universal Registration Document

General and financial elements

To carry out its remit, the Board’s internal rules specify that the Audit Committee may seek external advice, the cost of which is borne by the Company.

Activities in 2025

The table below presents the main focus areas and subjects addressed by the Audit Committee during the year.

Activities in 2025
Main areas of oversight Subjects addressed by the Audit Committee in 2025
Process of compiling accounting and financial information Process of compiling accounting and financial information

Subjects addressed by the Audit Committee in 2025
  • Review of the Group’s parent company and consolidated financial statements prepared during the year as well as the drafts of the related press releases
  • Presentation of budgets and budget updates
  • Review of the Group’s cash positions and financial debt
  • Review of the Group’s financial strategy and ongoing or completed financial transactions
  • Presentation of the Group’s tax policy and the draft version of the tax transparency report
  • Information provided on 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
  • Presentation of the impact on the Group’s financial statements of the main acquisitions carried out in recent years
  • Presentation of the methodology used to determine the cost of capital for a proposed acquisition or investment target in the Concessions business
  • Presentation of the Group’s financial communication to institutional investors and financial analysts
Process of compiling sustainability information Process of compiling sustainability information

Subjects addressed by the Audit Committee in 2025
  • Presentation of the approach to CSRD implementation within the Group
  • Presentation of the draft version of the 2024 sustainability report
  • Presentation of the draft version of the 2025 sustainability report and the work programme for the related assurance engagement
Effectiveness of the Group’s internal control and risk management systems Effectiveness of the Group’s internal control and risk management systems

Subjects addressed by the Audit Committee in 2025
  • Presentation on the internal control and risk management systems in place at VINCI Construction’s Europe Africa Division
  • Presentation of the annual internal control reports for 2024 issued by the business lines and divisions
  • Post-mortem review of difficult contracts
  • Presentation of the “Risk factors and management procedures” chapter of the Report of the Board of Directors
  • Review of ongoing disputes and litigation
  • Participation in the update of the Group’s risk mapping exercise, including social and environmental risks
  • Presentation of the activities carried out in 2024 by VINCI’s Internal Audit Department, the 2025 audit programme and its updates
  • Progress report on the audits scheduled in 2025 under the internal audit programme
  • Review of off-balance sheet commitments at 31 December 2024 and 30 June 2025
  • Presentation of the monitoring of IT risks and the new standards issued under the Cybersecurity Framework of the National Institute of Standards and Technology (NIST) at the US Department of Commerce
Statutory audit of the parent company and consolidated financial statements, sustainability assurance engagement and independence of Statutory Auditors Statutory audit of the parent company and consolidated financial statements, sustainability assurance engagement and independence of Statutory Auditors

Subjects addressed by the Audit Committee in 2025
  • Discussions with the Statutory Auditors and review of their conclusions
  • Monitoring of compliance with legal and regulatory obligations concerning accounting and financial information
  • Update of the charter relating to the services that may be assigned to the Statutory Auditors as well as the approval rules applied by the Audit Committee
  • Presentation of the external audit approach within the VINCI Group
Insurance Insurance

Subjects addressed by the Audit Committee in 2025
  • Report on current developments in the corporate risk insurance market
  • Presentation of VINCI’s policy in respect of insurance and the Group’s insurance programme arranged by VINCI SA on behalf of all Group companies and by VINCI Re, the Group’s captive reinsurance subsidiary

For the purposes of this work, the following executives were interviewed: the Executive Vice-President and Chief Financial Officer; the Deputy Chief Financial Officer; the Director of Cash Management, Financing and Tax Matters; the Group Tax Director, the Vice-President for Corporate Controlling and Accounting; the Chief Audit Officer; the General Counsel; the Vice-President for the Environment; the Investor Relations and Financial Communications Director; the Managing Director of the Europe Africa Division at VINCI Construction; the Chief Information Officer; the Chief Information Security Officer; and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points relating to their engagement.

Strategy and CSR Committee
Strategy and CSR Committee
Number of directors Membership at 31 December 2025 Proportion of independent directors Number of meetings held in 2025 Average attendance rate in 2025

Number of directors

6

Membership at

31 December 2025
  • Benoit Bazin (Chair)
  • Carlos F. Aguilar
  • Karla Bertocco Trindade
  • Annette Messemer
  • Roberto Migliardi (representing employees)
  • Frédéric Nougarède (representing employee shareholders)

Proportion of independent directors

100% (excluding the Director representing employees and the Director representing employee shareholders)

Number of meetings held in 2025

9

Average attendance rate in 2025
  • For directors who were permanent members of this committee: 98.2%
  • For all directors, including those who were not permanent members of this committee: 95.3%
Composition

In accordance with the Board’s internal rules, the Strategy and CSR Committee comprises at least three directors designated by the Board. From 10 June 2024 until 17 April 2025, this committee’s membership was as follows: Benoit Bazin (Chair), Carlos F. Aguilar, Annette Messemer, Dominique Muller and Alain Saïd. From 17 April to 30 June 2025, its membership was as follows: Benoit Bazin (Chair), Carlos F. Aguilar, Karla Bertocco Trindade, Annette Messemer, Roberto Migliardi and Dominique Muller. Ms Muller resigned from this committee on 15 July 2025. Since 30 July 2025, its membership has been as follows: Benoit Bazin (Chair), Carlos F. Aguilar, Karla Bertocco Trindade, Annette Messemer, Roberto Migliardi and Frédéric Nougarède.