The authorisations submitted for approval at the Shareholders’ General Meeting of 12 April 2022 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 12/04/2022 (Tenth resolution) |
Share buy-backs (1)Date of expiry 11/10/2023 |
Share buy-backs (1)Maximum amount of issue (nominal value) €4,000 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 12/04/2022 (Fifteenth resolution) |
Capital reductions by cancellation of treasury shares Date of expiry 11/06/2024 |
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 reserved for employees of VINCI and its subsidiaries under Group savings plans (a) | Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (a)Date of Shareholders’ General Meeting 12/04/2022 (Sixteenth resolution) |
Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (a)Date of expiry 11/06/2024 |
Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (a)Maximum amount of issue (nominal value) 1.5% of the share capital (2) |
| 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 (b) | 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 (b)Date of Shareholders’ General Meeting 12/04/2022 (Seventeenth 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 (b)Date of expiry 11/10/2023 |
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 (b)Maximum amount of issue (nominal value) 1.5% of the share capital (2) |
(1) Except during a public offer period.
(2) The total number of shares that may be issued under the Sixteenth and Seventeenth resolutions passed at the Shareholders’ General Meeting of 12 April 2022 may not exceed 1.5% of the shares representing the share capital when the Board of Directors takes its decision.
Price determination procedures:
(a) 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.
(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 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.
In application of Article L.22-10-11 of the French Commercial Code, matters that could be relevant in the event of a public offer are as follows:
| 1) Structure of the Company’s share capital | F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 |
|---|---|
| 2) Restrictions in the Articles of Association on the exercise of voting rights and the transfer of shares or clauses of agreements brought to the Company’s knowledge in application of Article L.233-11 | 2) Restrictions in the Articles of Association on the exercise of voting rights and the transfer of shares or clauses of agreements brought to the Company’s knowledge in application of Article L.233-11 F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 F. General information, section 1, “Provisions on statutory shareholding thresholds (excerpt from Article 10a of the Articles of Association)”, page 263 |
| 3) Direct or indirect investments in the Company’s share capital of which it has knowledge by virtue of Articles L.233-7 and L.233-12 | 3) Direct or indirect investments in the Company’s share capital of which it has knowledge by virtue of Articles L.233-7 and L.233-12 F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 F. General information, paragraph 3.3, “Crossing of shareholding thresholds”, pages 266 and 267 |
| 4) The list of holders of any shares granting special control rights and description thereof | 4) The list of holders of any shares granting special control rights and description thereof F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 F. General information, paragraph 3.3, “Pledging of registered shares”, page 267 |
| 5) Control arrangements provided if there is an employee shareholding system in place, whenever rights to control are not exercised by the employees | 5) Control arrangements provided if there is an employee shareholding system in place, whenever rights to control are not exercised by the employees F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 F. General information, paragraph 3.3, “Employee shareholders”, page 266 |
| 6) Any agreements between shareholders of which the Company has knowledge and that could entail restrictions on the transfer of shares and the exercise of voting rights | 6) Any agreements between shareholders of which the Company has knowledge and that could entail restrictions on the transfer of shares and the exercise of voting rights F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 F. General information, paragraph 3.3, “Shareholder agreements / concerted actions”, page 267 |
| 7) The rules applicable to the appointment and replacement of members of the Board of Directors and to amendments of the Articles of Association | 7) The rules applicable to the appointment and replacement of members of the Board of Directors and to amendments of the Articles of Association F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 C. Report on corporate governance, pages 121 to 157, and provisions of law and the Articles of Association |
| 8) The powers of the Board of Directors, in particular for the issue or buy-back of shares | 8) The powers of the Board of Directors, in particular for the issue or buy-back of shares F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 Table of delegations of authority to increase the share capital, paragraph 6.1, page 155, and F. General information, paragraph 3.2, “Potential capital”, page 266 |
| 9) Agreements entered into by the Company that are amended or cease in the event of a change of control of the Company, unless this disclosure would seriously undermine its interests, except when such disclosure is a legal obligation | 9) Agreements entered into by the Company that are amended or cease in the event of a change of control of the Company, unless this disclosure would seriously undermine its interests, except when such disclosure is a legal obligation F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 Note 25.3 to the consolidated financial statements, page 324 |
| 10) Agreements providing for compensation payable to members of the Board of Directors or employees if they resign or are dismissed without valid grounds or if their employment is terminated due to a public tender or exchange offer | 10) Agreements providing for compensation payable to members of the Board of Directors or employees if they resign or are dismissed without valid grounds or if their employment is terminated due to a public tender or exchange offer F. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 266 C. Report on corporate governance, pages 121 to 157 |
