2023 UNIVERSAL REGISTRATION DOCUMENT

General and financial elements

3.2 Potential capital

At 31 December 2023, 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 (*)
non-inlcus December 2023 December 2022 December 2021
  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 (***) 18,238,732 3.1% - - 25,790,809 4.4% - - 24,781,783 4.2% - -
Company mutual funds 60,335,440 10.2% 60,335,440 10.6% 58,611,109 9.9% 58,611,109 10.4% 58,508,038 9.9% 58,508,038 10.3%
Individual shareholders 62,856,176 10.7% 62,856,176 11.0% 56,094,194 9.5% 56,094,194 10.0% 44,824,700 7.6% 44,824,700 7.9%
Qatar Holding LLC 16,523,868 2.8% 16,523,868 2.9% 19,553,868 3.3% 19,553,868 3.5% 22,375,000 3.8% 22,375,000 3.9%
Other institutional investors 413,094,431 73.2% 431,094,431 75.5% 429,337,350 72.8% 429,337,350 76.2% 441,872,855 74.6% 441,872,855 77.9%
Total institutional investors 447,618,299 76.0% 447,618,299 78.4% 448,891,218 76.2% 448,891,218 79.6% 464,247,855 78.4% 464,247,855 81.8%
Total 589,048,647 100% 570,809,915 100% 589,387,330 100% 563,596,521 100% 592,362,376 100% 567,580,593 100%

(*) 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 2023, 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”, pages 201 to 203, and in Notes I.23 and K.30.2 to the consolidated financial statements, pages 349 and 374. At 31 December 2023, 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 61,804,634. These shares represent 10.5% of the Company’s share capital and encompass 60,335,440 shares held through company mutual funds, 678,094 shares held in registered form by salaried company officers and 791,100 shares held in registered form by non-executive employees. At 31 December 2023, 4,915,495 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 2023 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 2023 as holding more than 1% of the capital or voting rights and for whom the Company received a declaration in 2023 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 one occasion having crossed above the 9% threshold for capital and on one occasion having crossed below that threshold. In its last declaration of the year, made on 22 December 2023, Amundi notified that it had crossed below the 9% threshold for capital and that it held 53,731,460 shares under the Castor France company mutual fund, accounting for 8.98% of VINCI’s capital on that date. As the managing company for VINCI’s Castor International company mutual fund, Amundi declared on 17 July 2023 that it had crossed above the 1% threshold for capital and that it held 6,390,521 shares, accounting for 1.07% of VINCI’s capital.
  • BlackRock, Inc. declared on 18 occasions having crossed above the 6% threshold for capital and on 18 occasions having crossed below that threshold. In its latest declaration, made on 14 September 2023, BlackRock, Inc. notified that it had crossed below the 6% threshold for capital and that it held 35,626,363 shares, accounting for 5.96% of VINCI’s capital.
  • Caisse des Dépôts declared on four occasions having crossed above the 2% threshold for capital and on three occasions having crossed below that threshold. In its latest declaration, made on 28 September 2023, Caisse des Dépôts notified that it had crossed below the 2% threshold for capital and voting rights and that it held 10,983,759 shares, accounting for 1.83% of VINCI’s capital. On behalf of CNP Assurances, Caisse des Dépôts declared on three occasions having crossed above the 1% threshold for capital and on three occasions having crossed below that threshold. In its latest declaration, made on 1 November 2023 on behalf of CNP Assurances, Caisse des Dépôts notified having crossed below the 1% threshold for capital and that it held 4,899,693 shares, accounting for 0.82% of VINCI’s capital.
  • Qatar Holding declared on 22 February 2023 that it had crossed below the 3% threshold for capital and that it held 16,523,868 shares, accounting for 2.8% of VINCI’s capital.
  • Wellington Management Group LLP declared on 2 June 2023 that it had crossed below the 1% threshold for capital and that it held 5,937,888 shares, accounting for 0.996% of VINCI’s capital.
  • Norges Bank declared on two occasions having crossed above the 2% threshold for capital and on one occasion having crossed below that threshold. In its latest declaration, made on 1 December 2023, Norges Bank notified that it had crossed above the 2% threshold for capital and that it held 11,985,175 shares, accounting for 2.01% of VINCI’s capital.