2024 Universal Registration Document

3.2 Potential capital

At 31 December 2024, 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 2024				December 2023				December 2022
	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 ^(***)	19,399,436	3.3%	-	0.0%	18,238,732	3.1%	-	-	25,790,809	4.4%	-	-
Company mutual funds	63,644,664	10.9%	63,644,664	11.3%	60,335,440	10.2%	60,335,440	10.6%	58,611,109	9.9%	58,611,109	10.4%
Individual shareholders	69,518,499	11.9%	69,518,499	12.4%	62,856,176	10.7%	62,856,176	11.0%	56,094,194	9.5%	56,094,194	10.0%
Institutional investors	429,254,231	73.8%	429,254,231	76.3%	447,618,299	76.0%	447,618,299	78.4%	448,891,218	76.2%	448,891,218	79.6%
Total	581,816,830	100%	562,417,394	100%	589,048,647	100%	570,809,915	100%	589,387,330	100%	563,596,521	100%

To the best of the Company’s knowledge, at the end of December 2024, 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., through its various funds (see “Crossing of shareholding thresholds” below).

Employee shareholders

Details of the Group savings plan are given in paragraph 3.1.3.1 of chapter E, “Sustainability report”, page 242, and in Notes I.23 and K.30.2 to the consolidated financial statements, pages 357 and 380.

At 31 December 2024, 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 63,644,664. These shares represent 10.9% of the Company’s share capital. Company officers, employees and former employees directly held 15,412,573 shares in registered form.

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 2024 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 2024 as holding more than 1% of the capital or voting rights and for whom the Company received a declaration in 2024 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 having crossed above the 9% threshold for capital. In its last declaration of the year, made on 26 April 2024, Amundi notified that it had crossed above the 9% threshold for capital and that it held 54,107,249 shares under the Castor France company mutual fund, accounting for 9.17% of VINCI’s capital on that date.
TCI Fund Management declared on 21 June 2024 that it had crossed above the 8% threshold for capital and that it held 47,760,216 shares (directly and through equity swaps), accounting for 8.04% of VINCI’s capital.
BlackRock, Inc. declared on one occasion having crossed above the 6% threshold for capital and on one occasion having crossed below that threshold. In its latest declaration, made on 25 March 2024, BlackRock, Inc. notified that it had crossed below the 6% threshold for capital and that it held 33,519,507 shares, accounting for 5.69% of VINCI’s capital.
Amundi declared on two occasions having crossed above the 3% threshold for capital and on three occasions having crossed below that threshold. In its last declaration of the year, made on 3 December 2024, Amundi notified that it had crossed below the 3% threshold for capital and that it held 17,656,748 shares, accounting for 2.99% of VINCI’s capital.
Caisse des Dépôts (CDC) declared on four occasions having crossed above the 2% threshold for capital and on four occasions having crossed below that threshold. In its latest declaration, made on 31 December 2024, CDC notified that it had crossed below the 2% threshold for capital and voting rights and that it held 11,347,197 shares, accounting for 1.95% of VINCI’s capital. On behalf of CNP Assurances, CDC declared on three occasions having crossed above the 1% threshold for capital and on two occasions having crossed below that threshold. In its latest declaration, made on 23 December 2024 on behalf of CNP Assurances, CDC notified having crossed above the 1% threshold for capital and that it held 6,608,063 shares, accounting for 1.13% of VINCI’s capital.
Norges Bank declared having crossed below the 2% threshold for capital. In its latest declaration, made on 18 March 2024, Norges Bank notified that it had crossed below the 2% threshold for capital and that it held 11,777,353 shares, accounting for 1.998% of VINCI’s capital.
Mondrian declared on 31 October 2024 that it had crossed above the 1% threshold for capital and that it held 6,237,327 shares, accounting for 1.06% of VINCI’s capital.