AGM Information • Mar 7, 2022
AGM Information
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French public limited company (société anongmelwith share capital of €L,482,202,542.50 Registered office: 1973 boulevard de la Défense, F-92000 Nanterre 552 037 806 RCS Nanterre www.vinci.com
Since the programme provides for the possibility of using derivatives in performing it, the treasury shares thatthe Company could p.urchase through the exercise of the share purchase options that it may have bought previously will be included in the calculation of the maximum number of shares authorised over the eighteen-month duration of the programme, at the time of the purchase of these share purchase options, and not at the time of their exercise, if any.
Autorité des Marchés Financiers (RVf, tfre French financial markets regulator) and entrusted to an investment service provider acting independently; and (6) implementation of any market practice, any oblective or any transaction that would be accepted under laws or regulations in force or by the AM F with respect to share buy-back programmes.
Duration of the programme: eighteen months from the approval of the Combined Shareholders' General Meeting of 12 Aprrl2022, i.e. until 11 October 2023. a
VINCI wishes to implement a new share buy-back programme with the objectives described below
1-. Disposals or transfers of Company shares to eligible employees and/or company officers of VINCI Group companies in the conteK of savings plans or any share ownership plan governed by French or foreign law, share and/or share purchase option allocation plans, including disposals to any approved service provider appointed to design, implement and manage any employee savings UCITS or similar employee savings structure on behalf of the VINCI Group, and pledges of shares as guarantees under employee savings plans.
Cancellation, as part of the Company's financial policy, of the shares thus purchased, sub1ect to the adoption of the fifteenth resolution of the 12 April2022 Shareholders'General Meeting.
Fulfilment of obligations to transfer or exchange shares pursuant to the exercise of the rights attached to securities giving access to the Company's share capital.
Transfers of shares for payment or exchange purposes, in particular in connection with transactions involvi ng eKernal growth.
Market-making through a liquidity agreement that complies with a code of ethics recognised by the AMF and entrusted to an investment service provider acting independently.
lmplementation of any market practice, any objective or any transaction that would be accepted under laws or regulations in force or by the AM F with respect to share buy-back programmes.
The shares purchased and retained by VINCI shall not carry any voting rights and shall not give right to the payment of dividends.
The Company reserves the right to use derivatives in implementing this new programme.
Furthermore, in compliance with the applicable legal and regulatory provisions, including those relating to stock exchange disclosure requirements, it reserves the right to carry out authorised reallocations of shares purchased in view of one of the programme's ob.¡ectives to one or more of its other ob.¡ectives, or to sell them on-market or off-market through an investment service provider acting independently.
This programme is within the framework of the provisions of Articles L.22-10-62 et seq. and Artlcles L.225- 210 to L.225-212 of the French Commercial Code and shall be submitted on 12 April 2022 to VINCI's Shareholders' General Meeting, acting in accordance with the quorum and ma.¡ority requirements for ordinary (tenth resolution) and extraordinary (fifteenth resolution) shareholders' meetings:
Renewol of the delegotion of powers to the Board of DÌrectors in view of the purchose bg the Compang of its own shores
The Shareholders' General Meeting, having taken note of (a) the Report of the Board of Directors and (b) the description of the new 2022-2023 share buy-back programme, in accordance with the provisions of Articles L.22-tO-62 et seq. and Articles L.225-210 et seq. of the French Commercial Code as well as European regulation 596/201"4 of 16April 201"4 on market abuse, authorises the Board of Directors, with the ability to sub-delegate such powers, within the limits provided for by law and regulations, on one or more occasions, on the stock market or otherwise, including by blocks of shares or through the use of options or derivatives, to purchase the Company's shares for the conduct of the following:
The maximum purchase price per share is set at €l-40. The maximum number of shares purchased by virtue of this authorisation shall not exceed 10o/o of the share capital. This limit is calculated at the time of the purchases and the maximum amount of shares thus purchased shall not exceed €4 billion.
The share purchase price shall be adlusted by the Board of Directors in the event of transactions involving the Company's capital in compliance with the condltions provided for by the applicable regulations. ln particular, in the event of a capital increase through the capitalisation of reserves and the allotment of performance shares, the prlce specified above shall be adlusted by a multiplier equal to the ratio of the number of shares making up the share capital before the transaction to the number of shares after the transaction.
The acquisltion, disposal, transfer, allotment or exchange of these shares may be carried out by any means that are authorised or that may become authorised by regulations in force, either on-market or off-market, including blocktransactions orthrough the use of derivatives, in particularthrough share purchase options in accordance with the regulations in force.There is no restrictlon on the proportion of the share buy-back programme that may be carried out through block transactions.
These transactions may be carried out at any time in compliance with the current regulations, except during a public offering period.
The Shareholders' General Meeting grants full powers to the Board of Directors, including the ability to delegate such powers, so that, in compliance with the applicable legal and regulatory provisions, including those on stock exchange disclosure requirements, it may proceed with the authorised reallocations of the shares purchased in view of one of the programme's ob.¡ectives to one or more of its other ob1ectives, or sell them on-market or off-marke! it being specified thatthese reallocations and disposals may concern shares purchased pursuantto previously authorised share buy-back programmes.
The Shareholders' General Meeting grants full powers to the Board of Directors, including the ability to delegate such powers, for the purpose of placing stock market orders, signing any deed of purchase, sale or transfer, entering into any agreemen! carrying out any necessary ad1ustments, making all declarations and completing all formalities.
This authorisation is granted for a period of eighteen months from the date of this Shareholders' General Meeting. lt renders ineffective and replaces the authorisation granted by the Shareholders' General Meeting on 8 April 2021,in its sixth resolution.
Renewol of the authorisation gronted to the Board of Directors in view of the reduction of the shore capitol through concellotion of VINCI shares held in treosurg
The Shareholders' General Meeting, voting under the quorum and majority conditions required for Exlraordinary Shareholders' General Meetings, having considered the Report of the Board of Directors and the Special Report of the Statutory Auditors, in accordance with the provisions of Article L.22-10-62 of lhe French Commercial Code, authorises the Board of Directors to cancel, at its sole discretion, on one or more occasions, within the limit of l}o/o of the number of shares making up the share capital on the date when the Board of Directors takes a decision to cancel and over successive periods of twenty-four months for the determination of this limit, the shares purchased by virtue of the authorisations granted to the Company to purchase its own shares, and to proceed with a reduction in share capital equivalentto that amount.
The Shareholders' General Meeting establishes the validity of this authorisation at twenty-six months as from the date of the present Meeting and grants full powers to the Board of Directors, including the powers to delegate such powers, to take all decisions necessary for the cancellation of shares and reduction of the share capital, to recognise the difference between the purchase price and the nominal value of the shares in the reserve account of its choice, including the account for "share premiums arising on contributions or mergers", to perform all actions, formalities or declarations to finalise the reductions in capital which may be carried out by virtue of this authorisation, and to amend the Company's Articles of Association accordi ngly.
This authorisation renders ineffective and replaces the authorisation granted by the Shareholders' General Meeting on 8 April 2021,in its twelfth resolution.
The maximum proportion of the share capltal that VINCI may acquire is 10% of the share capital on the date of the Comblned Shareholders' General Meeting. However, in the event of a change in the share capital after that date, the authorisation granted by the General Meeting would apply to 10% of the new share capital.
The maximum purchase price per share is set at €l-40.
The maximum total amount of capital that may be allocated to share purchases by virtue of this programme amounts to €4 billion. This maximum amount shall apply for all transactions carried out from 12 Aprll 2022 over the duration of the programme: purchases of treasury shares, acquisitions of derivatives on treasury shares, treasury share subscriptions through the exercise of derivatives previously put in place, additional amounts that may be allocated to the liquidity agreement.
The Company reserves the right to use the entire programme.
VINCI shall ensure that it does not directly or indirectly exceed the buy-back ceiling of 100/o of the share capital authorised by the Shareholders' General Meeting over the programme's eighteen-month term.
It shall furthermore ensure that it does not own at any t¡me, directly or indirectly, more than 10% of its share capital.
Moreover, the share buy-back programme shall not have any significant impact on VINCI's free float, which amounted to 82.20/o of the share capital on 31 December 2021".
The amount of the Company's available reserves, which was €28,487 million at 3l- December 2021-, is, as required by law, higher than the amount of the share buy-back programme.
Shares may be purchased fully or partly by any means that are authorised or that may become authorised by regulations in force, either on-market or off-market, including block transactions or through the use of derivatives, including through share purchase options in accordance with regulations in force. The Company shall be careful not to increase the volatility of its share price if it uses derivatives.
These transactions may be carried out at any time in compliance with the current regulations, except during a public offering period.
The proposed authorisation submitted to the General Meeting does not restrict the proportion of the programme that may be carried out through the acquisition of blocks of shares.
Share purchases may be carried out over a period of eighteen months following the date of the Shareholders' General Meeting, i.e. from 12 April 2022 unlil L1 October 2023.
Pursuantto paragraph 4 of Article L.22-10-62 of the French Commercial Code, the shares purchased can only be cancelled up to a limit of 10% of the share capital over successive rolling periods of twenty-four months.
VINCI reserves the right to use derivatives for the implementation of this programme in order to cover, under current regulations, option positions that it has taken separately (such as share subscription or purchase options granted or issued debt securities giving access to the share capital). lnformation on the use of derivatives on treasury shares is systematically provided to the Board of Directors.
Board of D¡rectors of VINCI and, by delegation of the Board of Directors,
Xavier Huillard Chairman and Chief Executive Officer
7 March 2022
f4"
This document, which constitutes lhe 2022-2Q23 share buy-back programme submitted for the approval of VINCI's Shareholders' General Meeting on 12 April 2022,is available free of charge on request from: VINCI Shareholder Relations Department 1973 boulevard de la Défense, F-92000 Nanterre.
It is available online on the VINCI website (www.vinci.com) and has been filed with the Autorité des Marchés Financiers.
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