2022 Universal Registration Document

Key Data

Audit work performed

To obtain an understanding of existing liabilities and litigation and the related matters of judgment, we held discussions with the Group’s departments, business lines and main subsidiaries. For each of the main liabilities and items of litigation identified, we:

  • familiarised ourselves with the procedures used by the Group when ascertaining, documenting and measuring the corresponding provisions;
  • corroborated the amount of provisions recognised with the lawyers’ replies to our requests for information;
  • carried out a critical examination of internal analyses relating to the probability and possible impact of each liability and item of litigation, examining the available information relating to the proceedings (correspondence, claims, judgments, notifications, etc.). In particular, we used our professional judgment to assess the positions adopted by Management, to see where they fell by comparison with risk assessment ranges, and the consistency of those positions over time.

We examined the appropriateness of information provided in the Notes to the consolidated financial statements regarding the main items of litigation identified.

Acquisition of Cobra IS

Note B.2 to the consolidated financial statements

Description of the risk

On 31 December 2021, VINCI acquired ACS’s energy business (Cobra IS). In the second half of 2022, in accordance with IFRS 3 and with the assistance of an independent appraiser, VINCI finalised the allocation of the purchase price to the identifiable assets and liabilities at fair value at the acquisition date. The total purchase price was €5.2 billion, including the estimated earn-out to be paid gradually to the seller as gigawatts of renewable energy developed by Cobra IS are made available over a period extending until 30 June 2030 at the latest.

The amount of goodwill definitively recognised was €4.2 billion.

Since Cobra IS was consolidated in VINCI’s financial statements on 31 December 2021, provisional goodwill of €4.5 billion was recognised in the Group’s consolidated financial statements at 31 December 2021.

We regarded this as a key audit matter because the acquisition is material for the Group and because of Management’s use of estimates and judgement when identifying and measuring the assets acquired and liabilities assumed.

Audit work performed

In the course of our audit, we examined the legal documentation relating to the transaction, as well as the information that was prepared by Management to determine the purchase price and the amount of the earn-out payment on the one hand, and to identify the assets acquired and the liabilities assumed in the transaction on the other.

Our work also consisted of:

  • conducting an audit of Cobra IS’s opening balance sheet at 31 December 2021;
  • familiarising ourselves with the process used by Management to identify and measure the assets and liabilities of companies acquired;
  • examining the valuation report prepared by the independent appraiser appointed by the Group, holding meetings with that appraiser regarding the scope of his work, the valuation methods used and the main assumptions adopted;
  • meeting with Management to corroborate the assumptions supporting the measurement of intangible assets;
  • verifying the calculations performed.

Lastly, we examined the appropriateness of the information provided in the notes to the consolidated financial statements on the accounting treatment of this acquisition, particularly Note B.2.

4. Specific verification

We also verified, in accordance with the professional standards applicable in France and as required by laws and regulations, the information concerning the Group presented in the management report of the Board of Directors.

We have no comments to make as to its fair presentation and its consistency with the consolidated financial statements.

We attest that the consolidated declaration of non-financial performance, required under Article L.225-102-1 of the French Commercial Code, is included in the information relating to the Group provided in the management report of the Board of Directors. In accordance with the provisions of Article L.823-10 of this code, we have not verified the fair presentation and the consistency with the consolidated financial statements of the information provided in this declaration, which is subject to a report by an independent third party.

The information required in Article 8 of Taxonomy Regulation (EU) 2020/852, included in the non-financial performance statement, calls for the following observation on our part: as mentioned in paragraph 3.1.2 of chapter E, ”Workforce-related, social and environmental information”, within the management report of the Board of Directors, the scope of EU Taxonomy reporting at 31 December 2022 excludes Cobra IS.