Nanterre, 30 December 2022
A public limited company (société anonyme) with a share capital of €1,494,968,325.00
Registered office: 1973 boulevard de la Défense - 92000 Nanterre
Registration number: 552 037 806 RCS Nanterre
Shareholders relations department: email@example.com
Issue of new VINCI shares,
reserved for group employees in France
in the context of its savings plan1
The Combined General Meeting of Shareholders of 12 April 2022, in its 16th resolution, delegated to the Board of Directors its authority to carry out capital increases reserved for employees for a period of 26 months expiring on 11 June 2024.
In this context, it defined the method for determining the issue price of the new shares.
During its meeting of 19 October 2022, VINCI Board of Directors set the terms of a capital increase reserved for the Group’s employees in France, this operation falling within the delegation of authority received from the shareholders’ meeting.
The maximum number of shares that may be issued and the total amount of the issue will depend on the level of employee subscriptions to the units to be issued by the “Castor Relais 2023/1” mutual fund which will be recorded at the end of the subscription period which will run from 1 January to 30 April 2023.
The issue price of the new shares is equal to 95% of the average opening prices of VINCI shares listed on the regulated market of Euronext Paris SA during the 20 trading days preceding 19 October 2022, i.e. €80.08 per new share to be issued.
The maximum number of new shares to be issued may not exceed the limit set by the General Meeting of Shareholders of 12 April 2022 in its 16th resolution. The total number of new shares that may be issued on the basis of the 16th resolution of the General Meeting of 12 April 2022 and on the basis of the 17th resolution of the same General Meeting in favour of employees residing in certain foreign countries may not exceed 1.5% of the number of shares comprising the authorised share capital at the time when the Board makes its decision.
The “Castor Relais 2023/1” mutual fund will subscribe to new VINCI shares to be issued2 at the end of May 2023
Application will be made for these new shares to be admitted to trading on the regulated market of Euronext Paris immediately after their creation.
These ordinary shares will be unrestricted and will carry dividend rights from 1st January 2023.
1 Employees will subscribe for this issue, which is reserved for them, through a temporary mutual fund initially and momentarily invested in monetary securities known as “Castor Relais 2023/1” and classified as a euro monetary mutual fund. This mutual fund received the approval of the AMF on
25 October 2022, under no. FCE 2022 0135. It will collect employees’ cash payments intended to subscribe for the units that it issues. At the end of the subscription period open to employees, this temporary mutual fund will subscribe to VINCI shares to be issued in accordance with the total amount of payments it has collected and will then be absorbed by the “Castor” mutual fund as from 7 June 2023. The AMF approved such a merger in advance on 9 November 2022 (AMF file no. 139392).
The “Castor” mutual fund is an employee savings and employee shareholding fund invested in VINCI shares. It is one of the main instruments for implementing the VINCI Group’s savings plan in France.
2 Up to the total amount of employees’ payments raised by contributions paid by group companies that are members of its savings plan in France.