2021 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

Notes to the parent company financial statements

The financial statements at 31 December 2021 have been prepared in accordance with the general conventions required by France’s General Accounting Plan, as resulting from Regulation 2017-03 issued by the Autorité des Normes Comptables (ANC, the French accounting standards authority).

However, in a departure from the French General Accounting Plan and in order to improve the presentation of its financial statements, VINCI reports changes in provisions relating to a given income or expense item on the same line of the income statement as determined by its nature, which may be operating, financial, exceptional or tax.

VINCI’s parent company financial statements are presented in millions of euros, rounded to the nearest million. This may in certain circumstances lead to non-material differences between the sum of the figures and the subtotals that appear in the tables.

A. Key events in the period

1. Financing activities

In July 2021, as part of its Euro Medium Term Note (EMTN) programme, VINCI SA issued €750 million of bonds due to mature in January 2032 and paying a coupon of 0.5%.

In October 2021, VINCI proceeded with the early redemption of a $300 million term loan with SMBC. The term loan’s initial expiry date was 25 March 2025.

In November 2021, VINCI redeemed €250 million of bonds issued in November 2014, which paid a coupon of 0.60%.

On 16 September 2021, holders of US dollar-denominated non-dilutive convertible bonds became able to exercise their conversion option to exchange the nominal value of the bonds for VINCI shares. The exercise period for the conversion option ended on 21 December 2021, and 3,604 conversion options were exercised for a total nominal amount of $721 million. At 31 December 2021, $8.2 million of the bonds had been redeemed early.

2. Treasury shares

Under its share buy-back programme, VINCI purchased 6,714,354 shares in the market for €600 million in the fourth quarter of 2021, at an average price of €89.36 per share.

On 16 December 2021, VINCI cancelled 6 million treasury shares purchased for €538.5 million in total, thus at an average price of €89.74 per share.

The gross carrying amount of treasury shares thereby fell from €2,111 million at 31 December 2020 to €1,973 million at 31 December 2021.

At 31 December 2021, VINCI held 24,781,783 of its own shares (i.e. 4.18% of its capital) in treasury, with the gross carrying amount thus equal to €79.62 per share on average. Those shares are either allocated to covering share awards as part of long-term incentive plans and international employee share ownership plans, or intended to be used as payment for acquisitions, sold or cancelled.

3. Subsidiaries and affiliates

After announcing the agreement on 1 April 2021, VINCI completed its acquisition of ACS’s energy business on 31 December 2021.

The acquisition covers almost all of the ACS Industrial Services division’s contracting business, nine concession projects under development or construction – mainly involving electrical transmission networks in Latin America – and ACS’s pipeline of renewable energy projects.

The purchase price of €4.9 billion, which was financed entirely from VINCI’s available cash, equates to the enterprise value of €4.2 billion initially agreed by the parties, plus €700 million relating to cash held by the new unit and various adjustments.

ACS will also receive an earn-out payment of €40 million for each gigawatt (GW) of renewable power capacity added by ready-to-build projects developed by Cobra IS over a period not to exceed eight and a half years after closing and up to a limit of 15 GW, resulting in a maximum additional payment of €600 million.