2024 Universal Registration Document

7. 2 Authorisations presented for shareholder approval at the Shareholders’ General Meeting of 17 April 2025

The authorisations submitted for approval at the Shareholders’ General Meeting of 17 April 2025 are as follows:

	Date of Shareholders’ General Meeting	Date of expiry	Maximum amount of issue
Share buy-backs⁽¹⁾	Share buy-backs ⁽¹⁾ Date of Shareholders’ General Meeting 17/04/2025 (Eleventh resolution)	Share buy-backs ⁽¹⁾ Date of expiry 16/10/2026	Share buy-backs ⁽¹⁾ Maximum amount of issue €5,000 million 10% of the share capital
Capital reductions by cancellation of treasury shares	Capital reductions by cancellation of treasury shares Date of Shareholders’ General Meeting 17/04/2025 (Eighteenth resolution)	Capital reductions by cancellation of treasury shares Date of expiry 16/06/2027	Capital reductions by cancellation of treasury shares Maximum amount of issue 10% of the share capital over a period of 24 months
Capital increases through capitalisation of reserves, profits and share premiums⁽¹⁾	Capital increases through capitalisation of reserves, profits and share premiums ⁽¹⁾ Date of Shareholders’ General Meeting 17/04/2025 (Nineteenth resolution)	Capital increases through capitalisation of reserves, profits and share premiums ⁽¹⁾ Date of expiry 16/06/2027	Capital increases through capitalisation of reserves, profits and share premiums ⁽¹⁾ Maximum amount of issue ⁽²⁾
Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries⁽¹⁾	Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries ⁽¹⁾ Date of Shareholders’ General Meeting 17/04/2025 (Twentieth resolution)	Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries ⁽¹⁾ Date of expiry 16/06/2027	Issues, maintaining the shareholders’ preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries ⁽¹⁾ Maximum amount of issue €300 million (shares) €5,000 million (debt securities) ^{(3) (4)}
Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering⁽¹⁾^(a)	Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering ⁽¹⁾^(a) Date of Shareholders’ General Meeting 17/04/2025 (Twenty-first resolution)	Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering ⁽¹⁾^(a) Date of expiry 16/06/2027	Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a public offering ⁽¹⁾^(a) Maximum amount of issue €150 million (shares) €3,000 million (debt securities) ^{(3) (4) (5) (6) (8)}
Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement⁽¹⁾^(a)	Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement ⁽¹⁾^(a) Date of Shareholders’ General Meeting 17/04/2025 (Twenty-second resolution)	Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement ⁽¹⁾^(a) Date of expiry 16/06/2027	Issues of debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries, while cancelling the shareholders’ preferential subscription rights, through a private placement ⁽¹⁾^(a) Maximum amount of issue €150 million (shares) €3,000 million (debt securities) ^{(3) (4) (5) (6) (8)}
Increase of the amount of an issue if it is oversubscribed	Increase of the amount of an issue if it is oversubscribed Date of Shareholders’ General Meeting 17/04/2025 (Twenty-third resolution)	Increase of the amount of an issue if it is oversubscribed Date of expiry 16/06/2027	Increase of the amount of an issue if it is oversubscribed Maximum amount of issue 15% of the initial issue ^{(3) (4)}
Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital (¹)	Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital ( ¹ ) Date of Shareholders’ General Meeting 17/04/2025 (Twenty-fourth resolution)	Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital ( ¹ ) Date of expiry 16/06/2027	Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital ( ¹ ) Maximum amount of issue 10% of the share capital ⁽⁷⁾
Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans^(b)	Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans ^(b) Date of Shareholders’ General Meeting 17/04/2025 (Twenty-fifth resolution)	Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans ^(b) Date of expiry 16/06/2027	Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans ^(b) Maximum amount of issue 1.5% of the share capital ⁽⁸⁾
Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan^(c)	Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan ^(c) Date of Shareholders’ General Meeting 17/04/2025 (Twenty-sixth resolution)	Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan ^(c) Date of expiry 16/10/2026	Capital increases reserved for a specific category of beneficiaries in order to offer employees of certain subsidiaries outside France benefits comparable to those offered to employees who subscribe directly or indirectly via a company mutual fund under a savings plan ^(c) Maximum amount of issue 1.5% of the share capital ⁽⁸⁾
Authorisation to grant performance share awards satisfied using existing shares	Authorisation to grant performance share awards satisfied using existing shares Date of Shareholders’ General Meeting 17/04/2025 (Twenty-seventh resolution)	Authorisation to grant performance share awards satisfied using existing shares Date of expiry 16/06/2028	Authorisation to grant performance share awards satisfied using existing shares Maximum amount of issue 1% of the share capital Other conditions ^{(9) (10)}

Except during a public offer period.
Total amount of reserves, profits or share premiums arising on issue that may be capitalised.
The cumulative nominal amount of share capital increases that may be undertaken by virtue of the twentieth, twenty-first, twenty-second and twenty-third resolutions passed at the Shareholders’ General Meeting of 17 April 2025 may not exceed €300 million.
The cumulative nominal amount of debt securities that may be issued by virtue of the twentieth, twenty-first and twenty-second resolutions passed at the Shareholders’ General Meeting of 17 April 2025 may not exceed €5,000 million.
The cumulative nominal amount of share capital increases that may be undertaken by virtue of the twenty-first and twenty-second resolutions passed at the Shareholders’ General Meeting of 17 April 2025 may not exceed €150 million.
The cumulative nominal amount of debt securities that may be issued by virtue of the twenty-first and twenty-second resolutions passed at the Shareholders’ General Meeting of 17 April 2025 may not exceed €3,000 million.
The cumulative nominal amount of share capital increases that may be undertaken by virtue of the twenty-first, twenty-second and twenty-fourth resolutions passed at the Shareholders’ General Meeting of 17 April 2025 may not exceed 10% of the shares representing the share capital when the Board of Directors takes its decision.
The total number of shares that may be issued under the twenty-fifth and twenty-sixth resolutions passed at the Shareholders’ General Meeting of 17 April 2025 may not exceed 1.5% of the shares representing the share capital when the Board of Directors takes its decision.
The total number of performance shares in awards that may be granted under the twenty-seventh resolution passed at the Shareholders’ General Meeting of 17 April 2025 may not exceed 1% of the shares representing the share capital when the Board of Directors takes its decision.
Shares only vest at the end of a minimum period of three years from the grant date, provided the beneficiaries are still Group employees or company officers on the vesting date. The vesting of performance shares is subject to performance conditions based on the extent to which specific economic, financial and ESG criteria are met. Price determination procedures:

(a) The issue price of debt securities will be set such that the issue price of shares that may be created by conversion, exchange or any other means will at least be equal to the weighted average price of the VINCI share over the three trading days preceding the launch of the public offer, less a maximum discount of 10%, after adjustment for any difference in the dates of attachment of dividend or coupon rights.
(b) The subscription price of newly issued shares may not be more than 5% below the average price of the VINCI share over the 20 trading days preceding the date of the decision by the Board of Directors setting the start date of the subscription period.
(c) The subscription price of newly issued shares may not be more than 5% below the average price of the VINCI share over the 20 trading days preceding the start date of the subscription period or the date of the decision by the Board of Directors, or by the party or body to which its authority in this regard has been delegated, setting the start date of the subscription period.

2024 Universal Registration Document

General and financial elements

7. 2 Authorisations presented for shareholder approval at the Shareholders’ General Meeting of 17 April 2025