Description of the 2025-2026 treasury share buy-back programme submitted by the Board of Directors for approval to the Combined Shareholders’ General Meeting of 17 April 2025

Summary of the 2025-2026 Share Buy-Back Programme Core Viewpoint The company VINCI is proposing a share buy-back programme for the period of 2025-2026, aimed at enhancing shareholder value through various strategic objectives, including employee share ownership plans, share cancellation, and market liquidity management. Group 1: Programme Details - The share buy-back programme allows for the purchase of up to 10% of the company's share capital over an 18-month period from April 17, 2025, to October 16, 2026 [4][27]. - The maximum purchase price per share is set at €150, with a total maximum amount of purchases authorized at €5 billion [4][11][22]. - The programme includes the possibility of using derivatives and recognizes the cost of any derivatives in the maximum amount authorized at the time they are put in place [2][4][29]. Group 2: Objectives of the Programme - The primary objectives include sales or transfers of shares to eligible employees and company officers, cancellation of shares, and ensuring market liquidity through a liquidity agreement [3][4][6]. - Additional objectives involve fulfilling obligations related to securities giving access to the company's share capital and implementing market practices accepted under current laws [6][7][10]. Group 3: Legal Framework and Governance - The programme is structured in compliance with the French Commercial Code and will be submitted for approval at the Shareholders' General Meeting on April 17, 2025 [9][18]. - The Board of Directors is granted full powers to execute the buy-back programme, including the ability to delegate these powers [15][16][19]. - The company will ensure that it does not exceed the buy-back ceiling of 10% of the share capital during the programme's term [23][24].