VINCI shares with its subsidiaries the benefits associated with the Group’s size and reputation, such as access to internationally recognised partners; optimisation of terms for financing, purchases and insurance; easier access to regulatory authorities; and public and institutional relations in France and abroad.
The main movements of funds between the VINCI holding company and its subsidiaries, other than the dividends that the holding company receives (the total amount of which is provided in Note D.14 to the parent company financial statements, page 387), are listed below.
VINCI SA receives compensation in exchange for providing assistance to its subsidiaries and allowing them to use its intangible assets. In 2022, this compensation amounted to €184 million.
The available cash of the Group’s French subsidiaries is invested with VINCI SA through a cash pooling system. In return, the holding company meets their financing needs. The holding company acts on the money and financial markets on its own behalf or on its subsidiaries’ behalf, investing cash surpluses and borrowing funds as necessary. As a general rule, this system applies to all French subsidiaries directly or indirectly controlled by VINCI (subject to the terms of shareholders’ agreements in force, for subsidiaries not wholly owned by VINCI).VINCI Finance International, a wholly owned subsidiary of VINCI SA, centralises all the cash flows of the Group’s subsidiaries working outside France and carries out the corresponding market transactions.
VINCI and VINCI Finance International may make medium-term loans to the Group’s subsidiaries to finance their investments or working capital requirements and may receive funds from subsidiaries for term deposits. Medium-term loans to Group subsidiaries represented total outstandings of €20,167 million at 31 December 2022 (€20,679 million at 31 December 2021).
Regulated agreements between VINCI and its subsidiaries, excluding those agreements between VINCI and its wholly owned subsidiaries, are subject to prior authorisation by the Board of Directors. They are described in special reports by the Statutory Auditors, for approval by the shareholders at the Shareholders’ General Meeting.
Since the head companies of each business line and VINCI Immobilier are wholly owned by VINCI, they are not subject to any shareholder agreements. However, the formation of companies owned jointly with other parties, by VINCI or by its subsidiaries, may result in agreements with respect to these companies. The main purpose of these agreements is to organise the respective rights of shareholders in the event of the disposal of shares, and if applicable, to set certain operating principles for the corporate governing bodies. This is the case in particular for certain companies created specifically for the needs of securing and managing infrastructure concessions.
All changes in share capital or in the rights attached to the shares are subject to general legal provisions. The Articles of Association do not provide for additional conditions (except as regards voting rights and statutory thresholds; see section 1 above, “Corporate identity”, page 287).At 31 December 2022, VINCI’s share capital amounted to €1,473,468,325, represented by 589,387,330 shares, each with a nominal value of €2.50, fully paid-up and all of the same class. VINCI shares are registered or bearer shares, at the shareholder’s choice, and may be traded freely.
|
Capital increase/ (reduction) (in €) |
Share premium arising on contributions or mergers (in €) |
Number of shares issued or cancelled | Number of shares outstanding |
Share capital (in €) |
|
|---|---|---|---|---|---|
| Position at 31/12/2017 | Position at 31/12/2017
Capital increase/ (reduction) (in €)
|
Position at 31/12/2017
Share premium arising on contributions or mergers (in €)
|
Position at 31/12/2017 Number of shares issued or cancelled
|
Position at 31/12/2017 Number of shares outstanding 591,216,948 |
Position at 31/12/2017
Share capital (in €) 1,478,042,370 |
| Group savings plan | Group savings plan Capital increase/ (reduction) (in €) 14,511,260 |
Group savings plan Share premium arising on contributions or mergers (in €) 433,848,415 |
Group savings plan Number of shares issued or cancelled 5,804,504 |
Group savings plan Number of shares outstanding 597,021,452 |
Group savings plan Share capital (in €) 1,492,553,630 |
| Share subscription options exercised | Share subscription options exercised Capital increase/ (reduction) (in €) 1,236,330 |
Share subscription options exercised Share premium arising on contributions or mergers (in €) 18,933,679 |
Share subscription options exercised Number of shares issued or cancelled 494,532 |
Share subscription options exercised Number of shares outstanding 597,515,984 |
Share subscription options exercised Share capital (in €) 1,493,789,960 |
| Position at 31/12/2018 | Position at 31/12/2018
Capital increase/ (reduction) (in €)
|
Position at 31/12/2018
Share premium arising on contributions or mergers (in €)
|
Position at 31/12/2018 Number of shares issued or cancelled
|
Position at 31/12/2018 Number of shares outstanding 597,515,984 |
Position at 31/12/2018
Share capital (in €) 1,493,789,960 |
| Group savings plan | Group savings plan Capital increase/ (reduction) (in €) 18,153,948 |
Group savings plan Share premium arising on contributions or mergers (in €) 523,555,382 |
Group savings plan Number of shares issued or cancelled 7,261,579 |
Group savings plan Number of shares outstanding 604,777,563 |
Group savings plan Share capital (in €) 1,511,943,908 |
| Share subscription options exercised | Share subscription options exercised Capital increase/ (reduction) (in €) 1,150,315 |
Share subscription options exercised Share premium arising on contributions or mergers (in €) 16,816,004 |
Share subscription options exercised Number of shares issued or cancelled 460,126 |
Share subscription options exercised Number of shares outstanding 605,237,689 |
Share subscription options exercised Share capital (in €) 1,513,094,223 |
| Position at 31/12/2019 | Position at 31/12/2019
Capital increase/ (reduction) (in €)
|
Position at 31/12/2019
Share premium arising on contributions or mergers (in €)
|
Position at 31/12/2019 Number of shares issued or cancelled
|
Position at 31/12/2019 Number of shares outstanding 605,237,689 |
Position at 31/12/2019
Share capital (in €) 1,513,094,223 |
| Group savings plan | Group savings plan Capital increase/ (reduction) (in €) 7,304,553 |
Group savings plan Share premium arising on contributions or mergers (in €) 239,862,638 |
Group savings plan Number of shares issued or cancelled 2,921,821 |
Group savings plan Number of shares outstanding 608,159,510 |
Group savings plan Share capital (in €) 1,520,398,775 |
| Payment of dividend in shares | Payment of dividend in shares Capital increase/ (reduction) (in €) 13,399,270 |
Payment of dividend in shares Share premium arising on contributions or mergers (in €) 408,463,347 |
Payment of dividend in shares Number of shares issued or cancelled 5,359,708 |
Payment of dividend in shares Number of shares outstanding 613,519,218 |
Payment of dividend in shares Share capital (in €) 1,533,798,045 |
| Cancellation of shares | Cancellation of shares Capital increase/ (reduction) (in €) (62,500,000) |
Cancellation of shares Share premium arising on contributions or mergers (in €)
|
Cancellation of shares Number of shares issued or cancelled (25,000,000) |
Cancellation of shares Number of shares outstanding 588,519,218 |
Cancellation of shares Share capital (in €) 1,471,298,045 |
| Position at 31/12/2020 | Position at 31/12/2020
Capital increase/ (reduction) (in €)
|
Position at 31/12/2020
Share premium arising on contributions or mergers (in €)
|
Position at 31/12/2020 Number of shares issued or cancelled
|
Position at 31/12/2020 Number of shares outstanding 588,519,218 |
Position at 31/12/2020
Share capital (in €) 1,471,298,045 |
| Group savings plan | Group savings plan Capital increase/ (reduction) (in €) 24,607,895 |
Group savings plan Share premium arising on contributions or mergers (in €) 714,503,451 |
Group savings plan Number of shares issued or cancelled 9,843,158 |
Group savings plan Number of shares outstanding 598,362,376 |
Group savings plan Share capital (in €) 1,495,905,940 |
| Cancellation of shares | Cancellation of shares Capital increase/ (reduction) (in €) (15,000,000) |
Cancellation of shares Share premium arising on contributions or mergers (in €)
|
Cancellation of shares Number of shares issued or cancelled (6,000,000) |
Cancellation of shares Number of shares outstanding 592,362,376 |
Cancellation of shares Share capital (in €) 1,480,905,940 |
| Position at 31/12/2021 | Position at 31/12/2021
Capital increase/ (reduction) (in €)
|
Position at 31/12/2021
Share premium arising on contributions or mergers (in €)
|
Position at 31/12/2021 Number of shares issued or cancelled
|
Position at 31/12/2021 Number of shares outstanding 592,362,376 |
Position at 31/12/2021
Share capital (in €) 1,480,905,940 |
| Group savings plan | Group savings plan Capital increase/ (reduction) (in €) 14,062,385 |
Group savings plan Share premium arising on contributions or mergers (in €) 476,715,186 |
Group savings plan Number of shares issued or cancelled 5,624,954 |
Group savings plan Number of shares outstanding 597,987,330 |
Group savings plan Share capital (in €) 1,494,968,325 |
| Cancellation of shares | Cancellation of shares Capital increase/ (reduction) (in €) (21,500,000) |
Cancellation of shares Share premium arising on contributions or mergers (in €)
|
Cancellation of shares Number of shares issued or cancelled (8,600,000) |
Cancellation of shares Number of shares outstanding 589,387,330 |
Cancellation of shares Share capital (in €) 1,473,468,325 |
| Position at 31/12/2022 | Position at 31/12/2022
Capital increase/ (reduction) (in €)
|
Position at 31/12/2022
Share premium arising on contributions or mergers (in €)
|
Position at 31/12/2022 Number of shares issued or cancelled
|
Position at 31/12/2022 Number of shares outstanding 589,387,330 |
Position at 31/12/2022
Share capital (in €) 1,473,468,325 |
