VINCI CONSTRUCTION GRANDS PROJETS Germany

VINCI CONSTRUCTION GRANDS PROJETS Germany

Berlin

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

VINCI CONSTRUCTION GRANDS PROJETS
Nanterre/Frankreich

Translated from the French

Statutory auditors' report on the annual financial statements (Financial year ended 31 December 2023)

[Stamp: CERTIFICATION OF SIGNATURE

Anne-Sophie AGUESSY, Esq.

Notary in RUEIL-MALMAISON (92)

ONLY certify that the signature affixed opposite is that of M. BENDAVID.

The notary certifies neither the validity nor the effectiveness of this document, nor even the legal capacity of the signatory to sign this document.

Certified true copy

To the sole shareholder

VINCI CONSTRUCTION GRANDS PROJETS

1973 boulevard de la Défense 92000 NANTERRE

Opinion

In performance of the assignment entrusted to us by the sole shareholder's decision, we have audited the annual financial statements of VINCI CONSTRUCTION GRANDS PROJETS for the period ended 31 December 2023, as attached to this report.

We hereby certify that, under the accounting policies generally accepted in France, these annual financial statements are consistent and provide a true and fair presentation of the company's operating results for the prior financial year and of its financial position and assets as at balance sheet date of the period under review.

Basis of our opinion

Terms of reference

We conducted our audit in accordance with the standards of professional practice that apply in France. We consider that the elements we have gathered are adequate and appropriate to provide a basis for our opinion.

The responsibilities incumbent upon us with regard to these standards are stated in the section of this report entitled "Responsibilities of the statutory auditors relating to audit of the annual financial statements".

Independence

We have performed our audit mission in compliance with the independence rules set down by the Commercial Code and the code of ethics of the statutory auditor's profession for the period from 1 January 2023 to the issue date of our report.

Justification of our assessments

Pursuant to the provisions of Articles L.821-53 and R.821-180 of the Commercial Code pertaining to the justification of our assessments, we notify you of the following assessments which, in our professional judgement, have been the most significant with regard to audit of the period's financial statements.

The resultant assessments therefore fall within the scope of the audit of the annual financial statements as a whole, and of the formation of our opinion as expressed above. We express no opinion on the elements of these annual financial statements taken in isolation.

The company VINCI Construction Grands Projets uses estimates based on the information available at the time the annual financial statements were being prepared. In particular, these estimates concern:

Specific verifications

In line with the professional accounting standards applicable in France, we have also performed specific verifications as stipulated in applicable laws and regulations.

We have no observations to make regarding fair presentation and consistency with the annual financial statements of the information provided in the president's management report or in other documents on the financial situation and annual financial statements submitted to the sole shareholder.

We certify that information relating to payment periods as set out in Article D.441-6 of the Commercial Code is accurate and also consistent with the annual financial statements.

Responsibilities of the management and of persons performing corporate governance in relation to the annual financial statements

The management is required to prepare annual financial statements that provide a true and fair view in accordance with French accounting rules and principles and to implement a system of internal control it deems to be necessary for the preparation of annual financial statements devoid of significant misstatements, whether resulting from fraud or error.

During the preparation of the annual financial statements, the management must assess the company's ability to continue its operations, to present in such statements any necessary information on the company's status as a going concern and to apply the accounting convention of going concern, unless it is being planned to liquidate the company or discontinue its activities.

The annual financial statements have been approved by the president.

Responsibilities of the statutory auditors relating to audit of the annual financial statements

It is our responsibility to prepare a report on the annual financial statements. Our objective is to obtain reasonable assurance that the financial statements as a whole do not include any significant misstatements. Reasonable assurance corresponds to a high level of assurance, yet cannot guarantee that an audit performed in compliance with professional standards will systematically detect all significant misstatements. Misstatements can result from fraud or error, and are considered to be significant where it can reasonably be expected that, when taken individually or collectively, they could influence the economic decisions of the users of the financial statements.

As set out in Article L.821-55 of the Commercial Code, our mission to certify the financial statements does not constitute a guarantee of the viability of your company or of the quality of its management.

As part of an audit performed in compliance with the professional standards applicable in France, the statutory auditor uses its professional judgement throughout the audit. Moreover:

BALANCE SHEET AT 31 DECEMBER 2023

INCOME STATEMENT FOR THE PERIOD FROM 01.01.2023 TO 31.12.2023

Notes to the 2023 annual financial statements

1 ACCOUNTING PRINCIPLES

2 INTANGIBLE AND TANGIBLE ASSETS (gross values)

3 DEPRECIATION SCHEDULES

4 FINANCIAL ASSETS (gross values)

5 PROVISIONS FOR DEPRECIATION OF ASSET ITEMS

6 SCHEDULE OF RECEIVABLES

7 ACCRUALS AND PREPAID EXPENSES

8 ACCRUED INCOME

9 SHAREHOLDERS' EQUITY

10 PROVISIONS FOR LIABILITIES AND CHARGES

11 ACCRUED EXPENSES

12 SCHEDULE OF LIABILITIES

13 REVENUE BREAKDOWN

14 FINANCIAL RESULT

15 EXTRAORDINARY RESULT

16 EXECUTIVE COMPENSATION

17 HEADCOUNT

18 IDENTITY OF THE CONSOLIDATING ENTITY

19 OFF-BALANCE SHEET COMMITMENTS

20 PENSION COMMITMENTS AND SIMILAR BENEFITS

21 MISCELLANEOUS INFORMATION

22 TABLE OF SUBSIDIARIES AND AFFILIATES

1 ACCOUNTING PRINCIPLES

The financial statements as at 31 December 2023 have been prepared in accordance with the general conventions set out in the French general chart of accounts (PCG), as provided for in ANC Regulation no. 2017-03. All figures contained in the notes are expressed in euros.

CONSTRUCTION CONTRACTS

The company recognises the results of long-term contracts using the percentage-of-completion method, as defined in CRC opinion no. 99-08. Percentage of completion is generally established in line with the rate of physical completion.

Client claims yet to be accepted are not recognised.

Should any forecast on contract completion produce a negative result, a provision for loss on completion is constituted while taking into account any additional revenue or claim rights, estimated in a reasonable manner.

Losses on completion are calculated based on the forecast budget of each project. In terms of expenses, such budgets include all specific direct and indirect charges, constituting the notion of semi-net margin. Such charges cover the taxes specific to the project, notably taxes on income generated abroad and the CET territorial economic contribution in France.

They do not cover the head office charges of 2%.

In terms of revenue, all proceeds guaranteed on completion are included in addition to supplementary works, price reviews and any claim rights that may be reasonably anticipated.

Regarding projects carried out abroad, the budgets have been established in the different currencies of the local markets and, for the remainder to be completed, have been converted at a provisional exchange rate, which may differ from the conversion rate adopted for recognition in the accounts as at 31 December of the projects in question.

RECOGNITION OF AFFILIATES

The company recognises its share of the assets controlled, of the liabilities incurred and of the revenue and expenses of operational affiliated companies, whether or not it is the manager of such entities.

The items Profit allocated and Loss incurred include the share of the results generated by SNCs (partnerships) and GIEs (economic interest groups) in which VINCI Construction Grands Projets has an equity stake.

EQUITY SECURITIES

Equity securities are recognised in the balance sheet at acquisition cost. In accordance with CRC regulation no. 2004-06 on asset definition and recognition, such costs include costs relating to the acquisition. A provision for depreciation is applied should the value in use fall below book value.

The value in use of equity securities is based on the equity stake in the company in question, where applicable adjusted for the company's development perspectives and potential asset appreciation.

ESTABLISHMENTS ABROAD

The accounts of foreign establishments are kept in local currency.

The rates used to produce the annual financial statements are the closing rate for the balance sheet and the average rate for the income statement, where any difference is recorded in translation differences.

ASSET DEPRECIATION

Fixed assets are recognised at acquisition cost and depreciated over their lifetime.

Asset lifetimes:

The company applies the provisions of CNC opinion no. 2004-06 on asset definition, recognition and valuation.

STOCKS

Stocks are valued using the FIFO method.

The gross value of goods and supplies includes the purchase price and related costs.

RECEIVABLES

Receivables are recognised at nominal value.

A provision for depreciation is constituted based on a case-by-case assessment of the non-collection risk at balance sheet date.

RECEIVABLES AND PAYABLES IN FOREIGN CURRENCY (non-eurozone)

Receivables and payables denominated in foreign currency are valued at the closing rate of the period or at the relevant hedge rate. Any differences resulting from such conversions are recorded in the balance sheet under Translation differences. Unrealised losses are covered by a provision for liabilities unless provided for otherwise in the chart of accounts.

PROVISIONS FOR PERSONNEL BENEFITS

The provision for long-service awards is assessed as at balance sheet date. It is calculated based on the employees present within the company at balance sheet date. It is valued in accordance with the progressive actuarial method (the projected unit credit method) in line with all long-service categories.

Pension commitments and supplementary regimes for working employees are recorded in off-balance sheet commitments.

INCOME TAX

VINCI Construction Grands Projets benefits from the tax consolidation regime as a member of the VINCI tax consolidation group.

PROVISIONS FOR LIABILITIES AND CHARGES

Provisions for liabilities and charges are constituted once the risk becomes certain or probable. They are valued in the amount corresponding to the best estimate of the outflow of resources required to extinguish the obligation arising out of the risk.

Provisions for after-sales services cover the obligations arising out of project guarantees.

MARKETABLE SECURITIES

Marketable securities are valued at acquisition cost and impaired should the acquisition cost be assessed as being higher over the long term than the latest net asset value at balance sheet date.

2 INTANGIBLE AND TANGIBLE ASSETS (gross values)

3 DEPRECIATION SCHEDULE

4 FINANCIAL ASSETS (gross values)

5 PROVISIONS FOR DEPRECIATION OF ASSET ITEMS

6 SCHEDULE OF RECEIVABLES

7 ACCRUALS AND PREPAID EXPENSES

Accruals and prepaid expenses exclusively cover elements from the operating result.

8 ACCRUED INCOME

9 SHAREHOLDERS' EQUITY

As at 31 December 2023, the share capital of VINCI Construction Grands Projets, composed of 6,666,667 shares each with a nominal value of €15, stands at 100 million euros.

Excluding the result for the period, shareholders' equity is impacted by the contribution premium for the morgor with Vinci Environnomont and W.M.I. - WATER. MANAGEMENT INTERNATIONAL, in the amount of -€35,910,397.51.

10 PROVISIONS FOR LIABILITIES AND CHARGES

11 ACCRUED CHARGES

12 SCHEDULE OF LIABILITIES

13 BREAKDOWN OF REVENUE

14 FINANCIAL RESULT

15 EXTRAORDINARY RESULT

16 EXECUTIVE COMPENSATION

With regard to the fraction borne by the company, total compensation of executive committee members stands at 3,210,113 euros in 2023.

17 HEADCOUNT

18 IDENTITY OF THE CONSOLIDATING ENTITY TEC2403077

Using the full consolidation method, the company's annual financial statements are included within the consolidated financial statements of:

VINCI

A French société anonyme with share capital of 1,473,468,325 euros

Registered office: 1973, boulevard de la Défense

92000 NANTERRE

RCS Nanterre reg. no. B 552 037 806

19 OFF-BALANCE SHEET COMMITMENTS

20 PENSION COMMITMENTS AND SIMILAR BENEFITS

The company has not made any particular pension or related commitments. The benefits due under the collective bargaining agreement for public works are recognised at the time of payment.

The pensions for working personnel stand at the total of €17,215,000.

They are established using the prospective actuarial method recommended under international rules, the Projected Unit Credit Method, in line with the following assumptions:

21 MISCELLANEOUS INFORMATION

Litigation and arbitration

There exists no judicial, administrative or arbitration procedure, including any procedure of which the company is aware, whether pending or by which it is threatened, and which, over the past twelve months, may have or may have had any significant impact on the financial position or profitability of the company.

TABLE OF SUBSIDIARIES AND AFFILIATES

Simplified joint stock company with a capital of 100.000.005 Euros

Registered office: 1973, boulevard de la Defense

92000 NANTERRE

343 088 134 RCS NANTERRE

PROCES-VERBAL DE CONSULTATION DE L'ASSOCIE UNIQUE EN DATE DU 28 FEVRIER 2024

In a written consultation dated February 16, 2024 at the initiative Mr. Patrick KADRI, President of VINCI CONSTRUCTION GRANDS PROJETS, and in accordance with the provisions of the Articles of Association, the sole shareholder of VINCI CONSTRUCTION GRANDS PROJETS, VINCI CONSTRUCTION MAJOR PROJECTS, was asked to vote on the following matters on the agenda.

day:

The result of this consultation is as follows:

First decision

The sole shareholder, having reviewed the Chairman's report and the Auditors' general report, approves the Company's operations and financial statements for the year ended December 31, 2023 as presented.

Second decision

The sole shareholder notes :

As a result, the :