2022 Universal Registration Document

3.2 Potential capital

At 31 December 2022, 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 ^(*)

	December 2022				December 2021				December 2020
	Number of shares	% capital	Number of net voting rights	% net voting rights	Number of shares	% capital	Number of net voting rights ^(**)	% net voting rights^(**)	Number of shares	% capital	Number of net voting rights	% net voting rights^(**)
Treasury shares^()*	25,790,809	4.4%	-	-	24,781,783	4.2%	-	-	26,457,495	4.5%	-	-
Company mutual funds	58,611,109	9.9%	58,611,109	10.4%	58,508,038	9.9%	58,508,038	10.3%	52,537,187	8.9%	52,537,187	9.3%
Individual shareholders	56,094,194	9.5%	56,094,194	10.0%	44,824,700	7.6%	44,824,700	7.9%	43,689,058	7.4%	43,689,058	7.8%
Qatar Holding LLC	19,553,868	3.3%	19,553,868	3.5%	22,375,000	3.8%	22,375,000	3.9%	22,375,000	3.8%	22,375,000	4.0%
Other institutional investors	429,337,350	72.8%	429,337,350	76.2%	441,872,855	74.6%	441,872,855	77.9%	443,460,478	75.4%	443,460,478	78.9%
Total institutional investors	448,891,218	76.2%	448,891,218	79.6%	464,247,855	78.4%	464,247,855	81.8%	465,835,478	79.2%	465,835,478	82.9%
Total	589,387,330	100%	563,596,521	100%	592,362,376	100%	567,580,593	100%	588,519,218	100%	562,061,723	100%

(*) Estimate on the basis of registered named shareholders, a schedule of identifiable bearer shares and a shareholding survey conducted with institutional investors.

(**) Voting rights exercisable at a Shareholders’ General Meeting.

(***) Treasury shares held by VINCI SA.

To the best of the Company’s knowledge, at the end of December 2022, 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 BlackRock, Inc. (see “Crossing of shareholding thresholds” below).

Employee shareholders

Details of the Group savings plan are given in paragraph 1.3.3 of chapter E, “Workforce-related, social and environmental information”, page 202, and in Notes I.23 and K.30.2 to the consolidated financial statements, pages 340 and 364.

At 31 December 2022, 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 61,775,862. These shares represent 10.5% of the Company’s share capital and encompass 58,611,109 shares held through company mutual funds, 786,705 shares held in registered form by salaried company officers and 2,378,048 shares held in registered form by non-executive employees.

At 31 December 2022, 5,254,511 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 2022 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 2022 as holding more than 1% of the capital or voting rights and for whom the Company received a declaration in 2022 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 France company mutual fund, declared on two occasions having crossed above the 9% threshold for capital and on two occasions having crossed below that threshold. In its last declaration of the year, made on 12 October 2022, Amundi notified that it had crossed below the 9% threshold for capital and that it held 53,813,458 shares under the Castor France company mutual fund, accounting for 8.99% of VINCI’s capital on that date.
TCI Fund Management Limited declared on 12 April 2022 that it had crossed above the 7% threshold for capital and that it held 41,703,434 shares (both directly and through equity swaps), accounting for 7.03% 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 19 October 2022, BlackRock, Inc. notified that it had crossed above the 5% threshold for capital and that it held 30,183,253 shares, accounting for 5.05% of VINCI’s capital.
Caisse des Dépôts declared having crossed above and below the 1% and 2% thresholds for capital. In its latest declaration, made on 14 December 2022, Caisse des Dépôts notified that it had crossed below the 2% threshold for capital and voting rights and that it held 9,639,131 shares, accounting for 1.61% of VINCI’s capital.
Legal & General Investment Management Ltd declared on 14 April 2022 that it had crossed above the 1% threshold for capital and that it held 6,148,492 shares, accounting for 1.03% of VINCI’s capital.
Wellington Management Group LLP, with respect to portfolios managed for third parties, declared on 4 November 2022 that it had crossed above the 1% threshold for capital and that it held 6,127,057 shares, accounting for 1.02% of VINCI’s capital.