2025 Universal Registration Document

3.2 Potential capital

At 31 December 2025, there were no existing financial instruments that could cause the creation of new shares.

3.3 Changes in the breakdown of share capital and voting rights during the last three years

Breakdown of share capital ^(*)

To the best of the Company’s knowledge, at the end of December 2025, no individual or legal entity, whether acting alone, jointly or in concert, had direct or indirect control over VINCI’s share capital, and no shareholder, acting alone or in concert, directly or indirectly held more than 5% of VINCI’s capital or voting rights, other than TCI Fund Management Limited, which holds 8.8% of the capital, and BlackRock, Inc., through its various funds (see “Crossing of shareholding thresholds” below), which holds 6.0% of the capital.

Employee shareholders

Details of the Group savings plan are given in paragraph 3.1.3.1 of chapter E, “Sustainability report”, page 253, and in Notes I.23 and K.30.2 to the consolidated financial statements, pages 379 and 402.

At 31 December 2025, to the best of the Company’s knowledge, under the meaning of Article L.225-102 of the French Commercial Code, the number of shares in the Company held directly or indirectly by employees of the Company or related entities under the Group savings plan was 65,496,317. These shares represent 11.3% of the Company’s share capital. Company officers, employees and former employees directly held 15,709,444 shares in registered form.

Rights attached to all shares

The rights attached to shares are those defined by laws and regulations and include:

• the right to vote at meetings;
• the right to receive dividends;
• the right to be kept informed about the company and its results;
• the preferential right to subscribe for share issues to be paid for in cash and for issues of securities giving access to the share capital;
• the right to a share of the business assets and liquidation surplus.

There are no double voting rights or different voting rights. The difference between the breakdown of shareholdings and exercisable voting rights at a Shareholders’ General Meeting is due to the absence of voting rights attached to treasury shares.

Crossing of shareholding thresholds

VINCI received several declarations in 2025 notifying that the legal thresholds or the 1% thresholds provided for in the Articles of Association had been crossed. The shareholders identified at 31 December 2025 as holding more than 1% of the capital or voting rights and for whom the Company received a declaration in 2025 notifying the crossing of the legal thresholds or the thresholds provided for in the Articles of Association were as follows:

• BlackRock, Inc. declared on 28 occasions having crossed above the 6% threshold for capital and on 27 occasions having crossed below that threshold. In its latest declaration, made on 31 December 2025, BlackRock, Inc. notified that it had crossed below the 6% threshold for capital and that it held 35,096,192 shares, accounting for 5.98% of VINCI’s capital on that date.
• Amundi declared on one occasion having crossed above the 3% threshold for capital and on one occasion having crossed below that threshold. In its last declaration of the year, made on 17 January 2025, Amundi notified that it had crossed below the 3% threshold for capital and that it held 17,187,644 shares, accounting for 2.95% of VINCI’s capital.
• Caisse des Dépôts (CDC) declared on one occasion having crossed above the 2% threshold for capital and on one occasion having crossed below that threshold. In its latest declaration, made on 24 November 2025, CDC notified that it had crossed above the 2% threshold for capital and voting rights and that it held 11,757,186 shares, accounting for 2.0% of VINCI’s capital. On behalf of CNP Assurances, CDC declared on four occasions having crossed above the 1% threshold for capital and on four occasions having crossed below that threshold. In its latest declaration, made on 18 November 2025 on behalf of CNP Assurances, CDC notified having crossed above the 1% threshold for capital and that it held 6,718,386 shares, accounting for 1.02% of VINCI’s capital.
• Franklin Templeton declared on one occasion having crossed above the 1% threshold for capital and on one occasion having crossed below that threshold. In its latest declaration, made on 8 December 2025, Franklin Templeton notified that it had crossed below the 1% threshold for capital and that it held 5,735,651 shares, accounting for 0.98% of VINCI’s capital.
• Fidelity International declared on 4 November 2025 that it had crossed above the 1% threshold for capital and that it held 5,914,103 shares, accounting for 1.01% of VINCI’s capital.
• Qatar Holding declared on 28 April 2025 that it had crossed below the 2% threshold for capital and that it held 10,175,840 shares, accounting for 1.7% of VINCI’s capital.
• Citigroup Inc. declared on two occasions having crossed above the 1% threshold for capital and on two occasions having crossed below that threshold. In its latest declaration, made on 20 October 2025, Citigroup Inc. notified that it had crossed below the 1% threshold for capital and that it held 4,432,887 shares, accounting for 0.75% of VINCI’s capital.