2025 Universal Registration Document

Report of the lead director of the board of directors

Joint report by Yannick Assouad, Lead Director of VINCI from 1 January to 17 April 2025, and Annette Messemer, Lead Director of VINCI from 17 April to 31 December 2025

Yannick Assouad, who served as Lead Director of VINCI from 1 January to 17 April 2025, and Annette Messemer, who served as Lead Director of VINCI from 17 April to 31 December 2025, hereby report on the duties assigned to each of them in this capacity during the period from 1 January to 31 December 2025.

At its meeting of 17 April 2025, held immediately following the Shareholders’ General Meeting, the Board of Directors decided to separate the roles of Chairman of the Board and Chief Executive Officer with effect from 1 May 2025. The Board also decided to maintain the position of Lead Director, in accordance with good corporate governance practices.

Annette Messemer now holds this position, having been appointed as Lead Director by the Board at its meeting of 17 April 2025. Ms Messemer thus replaces Yannick Assouad, who held this role until 17 April 2025. Having been a Board member for more than 12 years, Ms Assoaud was no longer able to serve as Lead Director, since she no longer officially met the independence criteria recommended by the Afep-Medef code. Ms Messemer has also chaired the Appointments and Corporate Governance Committee since that date, following a proposal by that committee.

In accordance with the Board’s internal rules, Ms Messemer was appointed as Lead Director for the duration of her term of office as Director, thus until the close of the Shareholders’ General Meeting called to approve the financial statements for the year ending 31 December 2026.

This report, which was prepared jointly by Ms Assouad and Ms Messemer, was submitted to the VINCI Board of Directors at its meeting of 5 February 2026.

1. Terms of reference for the Lead Director

The terms of reference for the Lead Director are described as follows in Article 2.6 of the internal rules of the Board of Directors in the version available on the Company’s website, www.vinci.com:

“The Lead Director has the following main duties:

  • He or she serves as the primary point of contact for Board members on corporate governance matters.
  • He or she may be contacted by shareholders with regard to corporate governance matters and maintains a dedicated email address for this purpose.
  • He or she is also informed of any questions or observations from shareholders regarding corporate governance and ensures that the concerns they raise are addressed.
  • When requested by the Chairman of the Board, the Lead Director makes himself or herself available to communicate with institutional shareholders and proxy advisers and reports to the Board on these contacts.
  • He or she may be contacted about any conflict of interest involving a Board member or decide on his or her own to investigate a conflict of interest, if necessary. The Lead Director assists with the management of such conflicts of interest in accordance with Article 4.6.2 of these rules.

“To carry out his or her duties, the Lead Director has the following powers:

  • He or she may request that any item be included on the agenda of a Board meeting.
  • He or she may request at any time that the Chairman of the Board call a Board meeting to deliberate on a specific agenda, the Chairman of the Board being required to carry out this request.
  • He or she chairs Board meetings in the absence of the Chairman of the Board, provided the latter has not appointed a Vice-Chairman.
  • He or she organises a meeting of Board members without any executive officer being present once each year. The Chairman of the Board attends this meeting when requested to do so by the Lead Director. This meeting is not considered a regular Board meeting, but a report on it is given at a formal Board meeting. The main purpose of this meeting is to enable Board members to speak about corporate governance matters as well as about the evaluation of the performance of the Executive Management, after having consulted with the relevant committees.

“To carry out these duties, the Lead Director can request the assistance of the Board Secretary at any time. The Lead Director reports to the shareholders on the performance of his or her duties at the Shareholders’ General Meeting.”

Yannick Assouad and Annette Messemer each carried out their activities in accordance with the terms of reference set out in the internal rules of the Board of Directors, as applicable to the periods during which they served as Lead Director.