Description of the 2024-2025 treasury share buy-back programme
submitted by the Board of Directors for the approval of the
Combined General Meeting of Shareholders of 9 April 2024
French public limited company (société anonyme)
with share capital of €1,473,943,102.50Registered office: 1973
boulevard de la Défense, F-92000 Nanterre552 037 806 RCS
Nanterrewww.vinci.com_____________________________________________________
Description of the 2024-2025 treasury share
buy-back programmesubmitted by the Board of Directorsfor the
approval of the Combined General Meeting of Shareholders of 9 April
2024
_________________________________________________________________________
I-Summary
- The shares concerned by the 2024-2025 buy-back programme are
VINCI shares listed for trading in the A Compartment of the
regulated market of NYSE Euronext in Paris under ISIN code
FR0000125486.
- The programme offers the possibility of purchasing shares up to
a maximum of 10% of the number of shares making up the Company’s
share capital over a period of 18 months from 9 April 2024 to
8 October 2025 (see duration of programme below). This limit is
based on the number of shares making up the share capital at the
time of the purchases.
Since the programme provides for the possibility
of using derivatives in performing it, the treasury shares that the
Company could purchase 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
18-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.
- Maximum purchase price: €150.
- Maximum amount of purchases authorised: €5 billion.
- The purchase cost of any derivatives used by the Company in
connection with the programme shall be recognised in the maximum
amount authorised at the time they are put in place. The amount
relating to the price of any treasury shares acquired through the
exercise of share purchase options shall only be recognised at the
time of their exercise. Additional amounts that may be allocated to
the liquidity agreement shall be recognised in the maximum amount
of purchases authorised.
- Objectives: (1) disposals or transfers of Company shares to
eligible employees and/or company officers of VINCI Group companies
in the context of savings plans or any share ownership plan
governed by French or foreign law, share and/or share purchase
option allocation plans; (2) cancellation of shares; (3) delivery
of shares pursuant to the exercise of the rights attached to
securities giving access to the share capital; (4) transfers of
shares for payment or exchange purposes, in particular in
connection with transactions involving external growth; (5)
ensuring market liquidity under a liquidity agreement that complies
with a code of ethics recognised by the Autorité des Marchés
Financiers (AMF, the French financial markets regulator) and
entrusted to an investment service provider acting independently;
and (6) implementation of any market practice, any objective or any
transaction that would be accepted under laws or regulations in
force or by the AMF with respect to share buy-back programmes.
- Duration of the programme: 18 months from the approval of the
Combined Shareholders’ General Meeting of 9 April 2024, i.e. until
8 October 2025.
II-Objectives of the 2024-2025 share buy-back
programme: use of shares purchased
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 context 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.
2. Cancellation, as part of the Company’s
financial policy, of the shares thus purchased, subject to the
adoption of the eleventh resolution of the 9 April 2024
Shareholders’ General Meeting.
3. 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.
4. Transfers of shares for payment or exchange
purposes, in particular in connection with transactions involving
external growth.
5. 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.
6. Implementation of any market practice, any
objective or any transaction that would be accepted under laws or
regulations in force or by the AMF 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 objectives to one or more of its other objectives,
or to sell them on-market or off-market through an investment
service provider acting independently.
III-Legal framework
This programme is within the framework of the
provisions of Articles L.22-10-62 et seq. and Articles L.225-210 to
L.225-212 of the French Commercial Code and shall be submitted on 9
April 2024 to VINCI’s Shareholders’ General Meeting, acting in
accordance with the quorum and majority requirements for ordinary
(sixth resolution) and extraordinary (eleventh resolution)
shareholders’ meetings:
Sixth resolution
Renewal of the delegation of powers to the Board
of Directors in view of the purchase by the Company of its own
shares
The Shareholders’ General Meeting, having taken
note of (a) the Report of the Board of Directors and (b) the
description of the new 2024-2025 share buy-back programme, in
accordance with the provisions of Articles L.22-10-62 et seq. and
Articles L.225-210 et seq. of the French Commercial Code as well as
European regulation 596/2014 of 16 April 2014 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:
1. disposals or
transfers of Company shares to eligible employees and/or company
officers of VINCI Group companies in the context of savings plans
or any share ownership plan governed by French or foreign law,
share and/or share purchase option allocation plans, including any
disposals to any approved service provider appointed for the
design, implementation and management of any employee savings UCITS
or similar structure on behalf of the VINCI Group, and pledges of
shares as guarantee under employee savings plans;
2. cancellation, as
part of the Company’s financial policy, of the shares thus
purchased, subject to the adoption of the eleventh resolution
hereunder;
3. transfers or
exchanges of shares upon the exercise of the rights attached to
securities giving access to the Company’s share capital;
4. retention and
future delivery for payment or exchange purposes in connection with
transactions involving external growth;
5. ensuring market
liquidity within the framework of a liquidity agreement that
complies with a code of ethics recognised by the Autorité des
Marchés Financiers and entrusted to an investment service provider
acting independently;
6. implementation of
any market practice, any objective or any transaction that may be
accepted by laws or regulations or in force or by the Autorité des
Marchés Financiers in respect of share buy-back programmes.
The maximum purchase price per share is set at
€150. The maximum number of shares purchased by virtue of this
authorisation shall not exceed 10% 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 €5 billion.
The share purchase price shall be adjusted by
the Board of Directors in the event of transactions involving the
Company’s capital in compliance with the conditions provided for by
the applicable regulations. In particular, in the event of a
capital increase through the capitalisation of reserves and the
allotment of performance shares, the price specified above shall be
adjusted 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 acquisition, 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 block transactions
or through the use of derivatives, in particular through share
purchase options in accordance with the regulations in force. There
is no restriction 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 objectives
to one or more of its other objectives, or sell them on-market or
off-market, it being specified that these reallocations and
disposals may concern shares purchased pursuant to 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
agreement, carrying out any necessary adjustments, making all
declarations and completing all formalities.
This authorisation is granted for a period of 18
months from the date of this Shareholders’ General Meeting. It
renders ineffective and replaces the authorisation granted by the
Shareholders’ General Meeting on 13 April 2023 in its tenth
resolution.
Eleventh resolution
Renewal of the authorisation granted to the
Board of Directors in view of the reduction of the share capital
through cancellation of VINCI shares held in treasury
The Shareholders’ General Meeting, voting under
the quorum and majority conditions required for Extraordinary
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 the French Commercial Code, authorises the Board of Directors to
cancel, at its sole discretion, on one or more occasions, within
the limit of 10% 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 24 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 equivalent to that
amount.
The Shareholders’ General Meeting establishes
the validity of this authorisation at 26 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 accordingly.
This authorisation renders ineffective and
replaces the authorisation granted by the Shareholders’ General
Meeting on 13 April 2023 in its fifteenth resolution.
IV-Arrangements
1. Maximum proportion of the share capital
that may be acquired and maximum amount payable by VINCI
The maximum proportion of the share capital that
VINCI may acquire is 10% of the share capital on the date of the
Combined 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
€150.
The maximum total amount of capital that may be
allocated to share purchases by virtue of this programme amounts to
€5 billion. This maximum amount shall apply for all transactions
carried out from 9 April 2024 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 10% of the share capital
authorised by the Shareholders’ General Meeting over the
programme’s 18-month term.
It shall furthermore ensure that it does not own
at any time, 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 83.9% of the share capital on 31 December 2023.
The amount of the Company’s available reserves,
which was €29,614 million at 31 December 2023, is, as required by
law, higher than the amount of the share buy-back programme.
2. Share buy-back arrangements
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.
3. Duration and
timeframe of the share purchase and cancellation programme
Share purchases may be carried out over a period
of 18 months following the date of the Shareholders’ General
Meeting, i.e. from 9 April 2024 until 8 October 2025.
Pursuant to 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 24 months.
4. Use of
derivatives
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). Information on
the use of derivatives on treasury shares is systematically
provided to the Board of Directors.
Board of Directors of VINCIand, by delegation of the
Board of Directors,
________________________
Xavier HuillardChairman and Chief Executive
Officer
28 February 2024
This document, which constitutes the 2024-2025
share buy-back programme submitted for the approval of VINCI’s
Shareholders’ General Meeting on 9 April 2024, is available free of
charge on request from:
VINCI Shareholder Relations Department1973
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.
This press release is an official information document of the
VINCI Group.
PRESS CONTACTVINCI Press DepartmentTel: +33 (0)1
57 98 62 88media.relations@vinci.com
- Descriptif-PRA-2024-2025_EN
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