2021 UNIVERSAL REGISTRATION DOCUMENT

3.2 Potential capital

At 31 December 2021, there were no existing financial instruments that could cause the creation of new shares.

3.3 Changes in the breakdown of share capital and voting rights during the last three years

^{Breakdown of share capital (*)}

To the best of the Company’s knowledge, at the end of December 2021, there was no individual or legal entity, whether acting alone, jointly or in concert, which directly or indirectly had control over VINCI’s share capital, and there was no shareholder acting alone or in concert which directly or indirectly held more than 5% of the capital or voting rights other than those mentioned in the table above, TCI Fund Management Limited, and the company BlackRock, Inc. (see “Crossing of shareholding thresholds” below).

Employee shareholders

Details of the Group savings plan are given in chapter E, “Workforce-related, social and environmental information”, page 184, and in Notes I.23 and K.30.2 to the consolidated financial statements, pages 316 and 340.

At 31 December 2021, to the best of the Company’s knowledge, under the meaning of Article L.225-102 of the French Commercial Code, the number of shares in the Company held directly or indirectly by employees of the Company or related entities under the Group savings plan was 61,887,512. These shares represent 10.4% of the Company’s share capital and encompass 58,508,038 shares held through company mutual funds, 810,830 shares held in registered form by salaried company officers and 2,568,644 shares held in registered form by non-executive employees.

At 31 December 2021, 4,321,861 performance shares were held in registered form by employees.

Rights attached to all shares

The rights attached to shares are those defined by laws and regulations and include:

• the right to vote at meetings;
• the right to receive dividends;
• the right to be kept informed about the Company and its results;
• the preferential right to subscribe for share issues to be paid for in cash and for issues of securities giving access to the share capital;
• the right to a share of the business assets and liquidation surplus.

There are no double voting rights or different voting rights. The difference between the breakdown of shareholdings and exercisable voting rights at a Shareholders’ General Meeting is due to the absence of voting rights attached to treasury shares.

Crossing of shareholding thresholds

VINCI received several declarations in 2021 notifying that the legal thresholds or the 1% thresholds provided for in the Articles of Association had been crossed. The shareholders identified at 31 December 2021 as holding more than 1% of the capital or voting rights and for whom the Company received a declaration in 2021 notifying the crossing of the legal thresholds or the thresholds provided for in the Articles of Association were as follows:

• Amundi, as the managing company for VINCI’s Castor company mutual fund, declared on three occasions having crossed above the 8% and 9% thresholds for capital and on two occasions having crossed below those thresholds. In its last declaration of the year, made on 20 October 2021, Amundi notified that it had crossed below the 9% threshold for capital and that it held 53,851,661 shares under the Castor company mutual fund, accounting for 8.99% of VINCI’s capital on that date.
• TCI Fund Management Limited declared on 6 January 2021 that it had crossed above the 7% threshold for capital and that it held 41,893,736 shares (both directly and through equity swaps), accounting for 7.11% of VINCI’s capital. On 4 March 2021, TCI Fund Management Limited declared that it had crossed below the 7% threshold for capital and that it held 41,387,309 shares (both directly and through equity swaps), accounting for 6.99% of VINCI’s capital.
• BlackRock, Inc. declared on eight occasions having crossed above the 5% threshold for capital and on eight occasions having crossed below that threshold. In its latest declaration, made on 23 April 2021, BlackRock, Inc. notified that it had crossed above the 5% threshold for capital and that it held 29,886,357 shares, accounting for 5.05% of VINCI’s capital.
• Caisse des Dépôts declared on four occasions having crossed above and on two occasions having crossed below the 1% or 2% thresholds for capital. In its latest declaration, made on 21 September 2021, Caisse des Dépôts notified that it had crossed above the 1% threshold for capital and voting rights, through CNP Assurances, and that it held 11,189,513 shares, through CNP Assurances and LBP Prévoyance, accounting for 1.87% of VINCI’s capital.
• Bank of Montreal Global Asset Management declared having crossed above and then below the 1% threshold for capital. In its latest declaration, made on 28 April 2021, it notified that it had crossed below the 1% threshold for capital and voting rights and that it held 4,044,369 shares, accounting for 0.68% of VINCI’s capital.
• Wellington Management Group LLP, with respect to portfolios managed for third parties, declared that it had crossed below the 1% threshold for capital on 6 August 2021.