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Vinci April 17th, 2019

ITEMS 8 to 11: The mandate of Josianne Marquez will end after the 2019 General Shareholders’ Meeting and a director should be appointed to represent employee shareholders (8th to 11th items). The company does not provide any information on proposed candidates except which mutual funds proposed their election. It seems legitimate that the Castor mutual fund is represented on the Board as it holds the most important portion of the capital. However, considering the lack of information regarding candidates proposed by the fund (items 8 and 9), we cannot choose between Mrs Muller Joly-Pottuz and Rozé. Thus we support both items 8 and 9.

ITEM 16: the 2019 Chairman and CEO remuneration policy proposes to suppress the possibility to vest LTI in case of TSR underperformance, which Proxinvest and ECGS requested for several years. Thus we commend the company for this change. The company also proposes to add an environmental criterion to its LTI; we appreciate this addition but targets are not challenging and even allow guaranteeing 5% of the total number of LTI granted, which is not in line with market practice.Finally, the company proposes to cap LTI grants to 100% of the annual remuneration, which will allow capping the total maximum remuneration. We commend the Company for this change and we support item 16

Vinci S.A.

Vinci is engaged in building, civil engineering and facilities management. Through its subsidiaries, Co. is engaged in five divisions comprising of: the Building division which provides retail solutions including construction and fit-out in both the retail and commercial sectors; the Civil Engineering division; the Air division which provides program management, engineering and construction services to customers with airport infrastructure requirements; the Technology division; and the VINCI Facilities division which provides facilities management, repair and maintenance and small works in both the private and public sectors.


Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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