2025 Universal Registration Document

Name: PubliSpeak
Brand: Ipedis

7. Summary table of delegations of authority to increase the share capital and other authorisations given to the Board of Directors

7.1 Authorisations in force

The authorisations currently in force are as follows:

Authorisations in force
	Date of Shareholders’ General Meeting	Date of expiry	Maximum amount of issue (nominal value)
Share buy-backs ⁽¹⁾	Date of Shareholders’ General Meeting 17/04/2025 (Eleventh resolution)	Date of expiry 16/10/26	Maximum amount of issue (nominal value) €5,000 million 10% of the share capital
Capital reductions by cancellation of treasury shares	Date of Shareholders’ General Meeting 17/04/2025 (Eighteenth resolution)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) 10% of the share capital over a period of 24 months
Capital increases through capitalisation of reserves, profits and share premiums ⁽¹⁾	Date of Shareholders’ General Meeting 17/04/2025 (Nineteenth resolution)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) ⁽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⁾	Date of Shareholders’ General Meeting 17/04/2025 (Twentieth resolution)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) €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)}	Date of Shareholders’ General Meeting 17/04/2025 (Twenty-first resolution)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) €150 million (shares) €3,000 million (debt securities) ^{(3) (4) (5) (6)}
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)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) €150 million (shares) €3,000 million (debt securities) ^{(3) (4) (5) (6)}
Increase of the amount of an issue if it is oversubscribed	Date of Shareholders’ General Meeting 17/04/2025 (Twenty-third resolution)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) 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⁾	Date of Shareholders’ General Meeting 17/04/2025 (Twenty-fourth resolution)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) 10% of the share capital ⁽⁷⁾
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)	Date of expiry 16/06/27	Maximum amount of issue (nominal value) 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)	Date of Shareholders’ General Meeting 17/04/2025 (Twenty-sixth resolution)	Date of expiry 16/10/26	Maximum amount of issue (nominal value) 1.5% of the share capital ⁽⁸⁾
Authorisation to grant performance share awards satisfied using existing shares	Date of Shareholders’ General Meeting 17/04/2025 (Twenty-seventh resolution)	Date of expiry 16/06/28	Maximum amount of issue (nominal value) 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

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 amount provided for by legal and regulatory provisions in force at the issue date, which at this writing corresponds 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.
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.
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.

2025 Universal Registration Document

General and financial elements

7. Summary table of delegations of authority to increase the share capital and other authorisations given to the Board of Directors

7.1 Authorisations in force