At its meeting of 7 February 2017, the Board decided, in accordance with Article 23 of the Afep-Medef code, that the Company’s executive company officers would be required to hold a number of registered VINCI shares equal to the higher of:
Any executive company officer not already in possession of this number of shares when taking office will need to ensure that 30% of the shares arising from the exercise of options or from grants of awards consisting of Company shares will not be transferred or sold until this holding requirement for shares is met.
The authorisations currently in force are as follows:
| Date of Shareholders’ General Meeting | Date of expiry | Maximum amount of issue (nominal value) | |
|---|---|---|---|
| Share buy-backs (1) | Share buy-backs (1)Date of Shareholders’ General Meeting 08/04/2021 (Sixth resolution) |
Share buy-backs (1)Date of expiry 07/10/2022 |
Share buy-backs (1)Maximum amount of issue (nominal value) €2,000 million 10% of the share capital |
| Capital reductions by cancellation of treasury shares | Capital reductions by cancellation of treasury shares Date of Shareholders’ General Meeting 08/04/2021 (Twelfth resolution) |
Capital reductions by cancellation of treasury shares Date of expiry 07/06/2023 |
Capital reductions by cancellation of treasury shares Maximum amount of issue (nominal value) 10% of the share capital over a period of 24 months |
| Capital increases through capitalisation of reserves, profits and share premiums (1) | Capital increases through capitalisation of reserves, profits and share premiums (1)Date of Shareholders’ General Meeting 08/04/2021 (Thirteenth resolution) |
Capital increases through capitalisation of reserves, profits and share premiums (1)Date of expiry 07/06/2023 |
Capital increases through capitalisation of reserves, profits and share premiums (1)Maximum amount of issue (nominal value) (2) |
| Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries (1) | Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries (1)Date of Shareholders’ General Meeting 08/04/2021 (Fourteenth resolution) |
Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries (1)Date of expiry 07/06/2023 |
Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries (1)Maximum amount of issue (nominal value) €300 million (shares) €5,000 million(debt securities) (3)(4) |
| Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering (1) (a) | Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering (1) (a)Date of Shareholders’ General Meeting 08/04/2021 (Fifteenth resolution) |
Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering (1) (a)Date of expiry 07/06/2023 |
Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering (1) (a)Maximum amount of issue (nominal value) €150 million (shares) €3,000 million(debt securities) (3) (4) (5) (6) (8) |
| Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement (1) (a) | Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement (1) (a)Date of Shareholders’ General Meeting 08/04/2021 (Sixteenth resolution) |
Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement (1) (a)Date of expiry 07/06/2023 |
Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement (1) (a)Maximum amount of issue (nominal value) €150 million (shares) €3,000 million(debt securities) (3) (4) (5) (6) (8) |
| Increase of the amount of an issue if it is oversubscribed | Increase of the amount of an issue if it is oversubscribed Date of Shareholders’ General Meeting 08/04/2021 (Seventeenth resolution) |
Increase of the amount of an issue if it is oversubscribed Date of expiry 07/06/2023 |
Increase of the amount of an issue if it is oversubscribed Maximum amount of issue (nominal value) 15% of the initial issue (3) (4) |
| Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital (1) | Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital (1)Date of Shareholders’ General Meeting 08/04/2021 (Eighteenth resolution) |
Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital (1)Date of expiry 07/06/2023 |
Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital (1)Maximum amount of issue (nominal value) 10% of the share capital (8) |
| Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (b) | Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (b)Date of Shareholders’ General Meeting 08/04/2021 (Twentieth resolution) |
Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (b)Date of expiry 07/06/2023 |
Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (b)Maximum amount of issue (nominal value) 1.5% of the share capital (7) |
| Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan (c) | Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan (c)Date of Shareholders’ General Meeting 08/04/2021 (Twentieth resolution) |
Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan (c)Date of expiry 07/10/2022 |
Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan (c)Maximum amount of issue (nominal value) 1.5% of the share capital (7) |
| Authorisation to grant performance share awards satisfied using existing shares | Authorisation to grant performance share awards satisfied using existing shares Date of Shareholders’ General Meeting 08/04/2021 (Twenty-first resolution) |
Authorisation to grant performance share awards satisfied using existing shares Date of expiry 07/06/2024 |
Authorisation to grant performance share awards satisfied using existing shares Maximum amount of issue (nominal value) 1% of the share capital Other conditions (9) |
(1) Except during a public offer period.
(2) Total amount of reserves, profits or share premiums arising on issue that may be capitalised.
(3) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Fourteenth, Fifteenth, Sixteenth and Seventeenth resolutions passed at the Shareholders’ General Meeting of 8 April 2021 may not exceed €300 million.
(4) The cumulative nominal amount of debt securities that may be issued by virtue of the Fourteenth, Fifteenth and Sixteenth resolutions passed at the Shareholders’ General Meeting of 8 April 2021 may not exceed €5,000 million.
(5) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Fifteenth and Sixteenth resolutions passed at the Shareholders’ General Meeting of 8 April 2021 may not exceed €150 million.
(6) The cumulative nominal amount of debt securities that may be issued by virtue of the Fifteenth and Sixteenth resolutions passed at the Shareholders’ General Meeting of 8 April 2021 may not exceed €3,000 million.
(7) The total number of shares that may be issued under the Nineteenth and Twentieth resolutions passed at the Shareholders’ General Meeting of 8 April 2021 may not exceed 1.5% of the shares representing the share capital when the Board of Directors takes its decision.
(8) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Fifteenth, Sixteenth and Eighteenth resolutions passed at the Shareholders’ General Meeting of 8 April 2021 may not exceed 10% of the shares representing the share capital when the Board of Directors takes its decision.
(9) The total number of performance shares in awards that may be granted under the Twenty-first resolution passed at the Shareholders’ General Meeting of 8 April 2021 may not exceed 1% of the shares representing the share capital when the Board of Directors takes its decision.
(10) Shares only vest at the end of a minimum period of three years from the grant date, provided the beneficiaries are still Group employees or company officers on the vesting date. The vesting of performance shares is subject to performance conditions, taking economic, financial, workforce-related, social and environmental considerations into account.
Price determination procedures:
(a) The issue price of debt securities will be set such that the issue price of shares that may be created by conversion, exchange or any other means will at least be equal to the amount provided for by legal and regulatory provisions in force at the issue date, which at this writing corresponds to the weighted average price of the VINCI share over the three trading days preceding the launch of the public offer, less a maximum discount of 10%, after adjustment for any difference in the dates of attachment of dividend or coupon rights.
(b) The subscription price of newly issued shares may not be more than 5% below the average price of the VINCI share over the 20 trading days preceding the date of the decision by the Board of Directors setting the start date of the subscription period.
(c) The subscription price of newly issued shares may not be more than 5% below the average price of the VINCI share over the 20 trading days preceding the start date of the subscription period or the date of the decision by the Board of Directors, or by the party or body to which its authority in this regard has been delegated, setting the start date of the subscription period.
