2022 Universal Registration Document

F. General information about the Company and its share capital

1. Corporate identity

Corporate name: VINCI.

Registered office: 1973 boulevard de la Défense, 92000 Nanterre, France.

Telephone: +33 1 57 98 61 00.

Type of company: French public limited company (“Société Anonyme”) with a Board of Directors.

Applicable legislation: French.

Date of formation: 1 July 1908.

Legal term of existence: The legal term of existence was set on 21 December 1979 at 99 years. The date of expiry is thus 21 December 2078, unless the term of existence is extended once again or the Company is liquidated at an earlier date.Financial year: From 1 January to 31 December.

Registration number: RCS 552 037 806 Nanterre – Siret no.: 552 037 806 00593 – Code NAF: 7010Z.

Places where legal documents can be consulted: Legal documents relating to VINCI are available at its registered office, at the Clerk’s Office of the Nanterre Commercial Court and on the Company’s website ( www.vinci.com ).

Business purpose (Article 2 of the Articles of Association)

“The Company has the following purpose:

• the undertaking of any public and private works, in any form, and in particular the operation of the business originally conveyed by the Sainrapt et Brice company and the continuation of the activities carried on by that business, a specialist in all kinds of underground work, foundations, hydraulics and reinforced cement;
• and generally, all industrial, commercial and financial operations and operations relating to movables and immovables that are directly or indirectly connected with the purposes specified above.

“The Company shall be entitled to carry out the said operations in France, in the French overseas departments and territories, and abroad, either alone, or under a joint venture, or in negotiation in any form whatsoever, either directly, or by way of transfer, rental or subcontracting, or by way of brokerage and commission.

“In addition, it shall be entitled to carry out any type of exploitation, either by itself or by any other means without any exception, create any companies both private and commercial, make any conveyances to existing companies, merge or form an alliance with them, subscribe to, purchase and resell any securities and business interest, acquire any partnerships and make any loans, credits and advances.”

Statutory appropriation of income (excerpt from Article 19 of the Articles of Association)

“From the profit, reduced by the prior losses if any, one deducts at least 5% to constitute the reserve fund prescribed by law. The said deduction ceases to be mandatory when the reserve fund has reached an amount equal to one-tenth of the share capital. It resumes if the reserve falls to a level below the said one-tenth.

“The distributable profit consists of the profit for the financial year reduced by the prior losses as well as by the amounts to be entered in the reserves pursuant to the law or the Articles of Association, and increased by the retained earnings.

“At the Shareholders’ General Meeting, resolutions are voted on to deduct the following from this distributable profit, in succession:

• the amounts recognised as useful by the Board of Directors to constitute or supplement any ordinary or extraordinary reserves, or for carryover to the following financial year;
• the amount necessary in order to pay an initial dividend to the shareholders of 5% of the amounts in which their shares are paid up and unredeemed, but if the profit for a financial year does not allow such payment, the shareholders shall not be entitled to demand it from the profits recorded in later years.

“The available balance, after the said deductions, is divided among all of the shares in proportion to the amount of capital that they represent.

“On the basis of a proposal made by the Board of Directors, the shareholders may decide at the Shareholders’ General Meeting to pay out amounts deducted from the reserves available. In this case, the decision must explicitly indicate the reserve headings from which the deductions are made.

“Excluding the case of a capital reduction, no distribution may be made to the shareholders when the shareholders’ equity is, or will become following such distribution, less than the amount of capital increased by the reserves that the law or the Articles of Association preclude from distribution.

“The procedures regarding payment of dividends voted at the Shareholders’ General Meeting are laid down at that meeting, or failing this, by the Board of Directors. The dividends must be paid within a maximum of nine months following the end of the financial year, in the absence of an extension of the said period by a court decision.

“At the Meeting, the shareholders have the option of granting, with respect to all or part of the dividends or of the interim dividends paid out, an option between payment in cash and payment in shares to each shareholder.”

Shareholders’ General Meetings (Article 17 and excerpt from Article 8 of the Articles of Association)

Article 17 of the Articles of Association is set out in section 8 of chapter C, “Report on corporate governance”, on page 171 of this report.Excerpt from Article 8 of the Articles of Association:

“Each share gives a right to only one vote at the Shareholders’ General Meetings, regardless of the duration or form of share ownership. The double voting rights provided for under Article 7 of Law 2014-384 of 29 March 2014 are hereby expressly excluded.

In addition, each share gives a right to a portion, proportional to the number and nominal value of the existing shares, of business assets, profits or any liquidation surplus.”

Provisions on statutory shareholding thresholds (excerpt from Article 10a of the Articles of Association)

“In addition to the obligations laid down in the first paragraph of Article L.233-7 of the Commercial Code, any natural or legal person, acting alone or in concert, who comes to hold or ceases to hold, whether directly or indirectly, a fraction of the capital, of the voting rights