The authorisations submitted for shareholder approval at the Shareholders’ General Meeting of 14 April 2026 are as follows:
| Date of Shareholders’ General Meeting | Date of expiry | Maximum amount of issue (nominal value) | |
|---|---|---|---|
Share buy-backs ( *) |
Date of Shareholders’ General Meeting 14/04/2026 (9th resolution) |
Date of expiry 13/10/27 |
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 14/04/2026 (16th resolution) |
Date of expiry 13/06/28 |
Maximum amount of issue (nominal value) 10% of the share capital over a period of 24 months |
Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans (a ) |
Date of Shareholders’ General Meeting 14/04/2026 (17th resolution) |
Date of expiry 13/06/28 |
Maximum amount of issue (nominal value) 1.5% of the share capital (**) |
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 (b) |
Date of Shareholders’ General Meeting 14/04/2026 (18th resolution) |
Date of expiry 13/10/27 |
Maximum amount of issue (nominal value) 1.5% of the share capital (**) |
In application of Article L.22-10-11 of the French Commercial Code, matters that could be relevant in the event of a public offer are as follows:
|
1) Structure of the Company’s share capital |
G. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 328. |
|---|---|
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2) Restrictions in the Articles of Association on the exercise of voting rights and the transfer of shares or clauses of agreements brought to the Company’s knowledge in application of Article L.233-11 of the French Commercial Code |
G. General information, section 1, “Provisions on statutory shareholding thresholds (excerpt from Article 10a of the Articles of Association)”, page 325. |
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3) Direct or indirect investments in the Company’s share capital of which it has knowledge by virtue of Articles L.233-7 and L.233-12 of the French Commercial Code |
G. General information, paragraph 3.3, “Crossing of shareholding thresholds”, page 328. |
|
4) The list of holders of any shares granting special control rights and description thereof |
G. General information, paragraph 3.3, “Pledging of registered shares”, page 329. |
|
5) Control arrangements provided if there is an employee shareholding system in place, whenever rights to control are not exercised by the employees |
G. General information, paragraph 3.3, “Employee shareholders”, page 328. |
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6) Any agreements between shareholders of which the Company has knowledge and that could entail restrictions on the transfer of shares and the exercise of voting rights |
G. General information, paragraph 3.3, “Shareholder agreements / concerted actions”, page 329. |
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7) The rules applicable to the appointment and replacement of members of the Board of Directors and to amendments of the Articles of Association |
C. Report on corporate governance, pages 127 to 170, and provisions of law and the Articles of Association. |
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8) The powers of the Board of Directors, in particular for the issue or buy-back of shares |
C. Report on corporate governance, paragraph 7.1 under “Summary table of delegations of authority to increase the share capital and other authorisations given to the Board of Directors”, page 168, and G. General information, paragraph 3.2, “Potential capital”, page 328. |
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9) Agreements entered into by the Company that are amended or cease in the event of a change of control of the Company, unless this disclosure would seriously undermine its interests, except when such disclosure is a legal obligation |
Notes J.25.1 (page 384), J.25.3 (page 387) and J.26.2 (page 388) to the consolidated financial statements, and D. Risk factors and management procedures, paragraph 1.7, “Financial and economic risks”, page 180. |
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10) Agreements providing for compensation payable to members of the Board of Directors or employees if they resign or are dismissed without valid grounds or if their employment is terminated due to a public tender or exchange offer |
C. Report on corporate governance, pages 127 to 170. |
