2025 Universal Registration Document

General and financial elements

The Vice-President for Human Resources attends the meetings of this committee. The Chairman of the Board also attends these meetings except when the committee examines questions relating personally to him. The Board Secretary acts as secretary to this committee.

Responsibilities

The Remuneration Committee’s duties are to:

  • make recommendations to the Board concerning remuneration, pension and insurance plans, benefits in kind and miscellaneous pecuniary rights, including any performance share awards or share subscription or share purchase options granted to executive and non-executive officers;
  • submit a draft of resolutions to the Board intended to be put to a non-binding vote at the annual Shareholders’ General Meeting relating to the remuneration of executive and non-executive officers;
  • propose to the Board the setting up of long-term incentive plans for executives and employees to grant performance share awards satisfied using existing VINCI shares, as well as the general and specific terms and conditions applying to these awards;
  • express an opinion on the Executive Management’s proposals regarding the number of beneficiaries;
  • propose to the Board an aggregate amount of remuneration payable to its members.
Activities in 2025

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

Activities in 2025
Main areas of oversight Subjects addressed by the Remuneration Committee in 2025
Remuneration of VINCI’s executive and non-executive officers Remuneration of VINCI’s executive and non-executive officers

Subjects addressed by the Remuneration Committee in 2025
  • Assessment of the performance of VINCI’s Executive Management, carried out jointly with the Appointments and Corporate Governance Committee
  • Joint determination with the Appointments and Corporate Governance Committee of the criteria applicable for the evaluation of the managerial performance of the Chairman and Chief Executive Officer in 2024 and the Chief Executive Officer in 2025;

  • Determination of the variable component of the Chairman and Chief Executive Officer’s remuneration in respect of 2024

  • Determination of the remuneration policy applicable to the Chairman and Chief Executive Officer for the period from 1 January to 30 April 2025

  • Determination of the remuneration policies applicable to the Chairman of the Board and the Chief Executive Officer from their appointment on 1 May 2025
Performance share plans Performance share plans

Subjects addressed by the Remuneration Committee in 2025
  • Noting of the fulfilment of performance conditions for the long-term incentive and performance share plans set up on 12 April 2022 and determination of the vesting percentages for the awards under these plans

  • Determination of the performance conditions applicable to the long-term incentive plans to be set up in 2025

  • Review of a proposal for a qualified performance share plan to be put in place in 2025 for employees and senior executives other than the Chief Executive Officer and a proposal for a long-term incentive plan to be put in place in 2025 for the executive officer

  • Estimation of the extent to which performance conditions will be met for the long-term incentive and performance share plans set up on 13 April 2023

  • Determination of the performance conditions applicable to the long-term incentive plans to be put in place in 2026
Report on corporate governance / Shareholders’ General Meeting Report on corporate governance / Shareholders’ General Meeting

Subjects addressed by the Remuneration Committee in 2025
  • Validation of the “Company officers’ remuneration and interests” section of the 2024 Universal Registration Document

  • Review of draft resolutions relating to the remuneration policy for company officers and 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 from their appointment on 1 May 2025

  • Examination of draft extraordinary resolutions to be submitted for shareholder approval at the 2025 Shareholders’ General Meeting relating to the Group savings plans
Group savings plans Group savings plans

Subjects addressed by the Remuneration Committee in 2025
  • Progress report on employee share ownership in France and around the world
Appointments and Corporate Governance Committee
Appointments and Corporate Governance 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
  • Annette Messemer (Chair)
  • Yannick Assouad
  • Benoit Bazin
  • Claude Laruelle
  • Marie-Christine Lombard
  • Frédéric Nougarède (representing employee shareholders)

Proportion of independent directors

80%

(excluding the Director representing employee shareholders)

Number of meetings held in 2025

4

Average attendance rate in 2025

100%
Composition

In accordance with the Board’s internal rules, the Appointments and Corporate Governance Committee comprises at least three directors designated by the Board. From 13 April 2023 to 17 April 2025, this committee’s membership was as follows: Yannick Assouad (Chair), Benoit Bazin, Claude Laruelle, Marie-Christine Lombard and Dominique Muller. From 17 April to 15 July 2025, its membership was as follows: Annette Messemer (Chair), Yannick Assouad, Benoit Bazin, Claude Laruelle, Marie-Christine Lombard and Dominique Muller. Since 30 July 2025, its membership has been as follows: Annette Messemer (Chair), Yannick Assouad, Benoit Bazin, Claude Laruelle, Marie-Christine Lombard and Frédéric Nougarède.

With the exception of Ms Assouad and Mr Nougarède, the Director representing employee shareholders, all of this committee’s members are considered independent by the Board.

The Chairman of the Board attends this committee’s meetings except when it performs its assessment of the Executive Management. The Board Secretary acts as secretary to this committee.

Responsibilities

With respect to appointments, the Appointments and Corporate Governance Committee:

  • examines all candidacies for appointments to the Board and expresses an opinion and/or recommendation to the Board on those candidacies;
  • prepares, in a timely manner, recommendations and opinions on the appointment of executive officers and succession plans;
  • examines, on a consultative basis, the Executive Management’s proposals relating to the appointment and dismissal of the Group’s main senior executives;
  • receives information on the Executive Management’s policy for managing the Group’s senior executives and, in this regard, examines the procedures for succession plans;
  • expresses an opinion on the membership of committees and makes proposals for the appointment and renewal of the Chair of the Audit Committee.