Description of the 2021-2022 treasury share buy-back programme
submitted by the Board of Directors for the approval of the
Combined General Meeting of Shareholders of 8 April 2021
French public limited company (société anonyme)
with share capital of €1,478,800,602.50Registered office: 1 cours
Ferdinand de Lesseps, F-92500 Rueil Malmaison552 037 806 RCS
Nanterrewww.vinci.com_____________________________________________________
Description of the 2021-2022 treasury share
buy-back programmesubmitted by the Board of Directorsfor the
approval of the Combined General Meeting of Shareholders of 8 April
2021
_________________________________________________________________________
I-Summary
- The shares concerned by the 2021-2022 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 eighteen months from 8 April
2021 to 7 October 2022 (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
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.
- Maximum purchase price: €130.
- Maximum amount of purchases authorised: €2 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) delivery of shares pursuant to the exercise of
the rights attached to securities giving access to the share
capital; (2) transfers of shares for payment or exchange purposes,
in particular in connection with transactions involving external
growth; (3) 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; (4) 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; (5) cancellation of shares; 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: eighteen months from the approval of
the Combined Shareholders’ General Meeting of 8 April 2021, i.e.
until 7 October 2022.
II-Objectives of the 2021-2022 share
buy-back programme: use of shares purchased
VINCI wishes to implement a new share buy-back
programme with the objectives described below.
1. 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.
2. Transfers of shares for payment or exchange
purposes, in particular in connection with transactions involving
external growth.
3. 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.
4. 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.
5. Cancellation, as part of the Company’s
financial policy, of the shares thus purchased, subject to the
adoption of the twelfth resolution of the 8 April 2021
Shareholders’ General Meeting.
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 8
April 2021 to VINCI’s Shareholders’ General Meeting, acting in
accordance with the quorum and majority requirements for ordinary
(sixth resolution) and extraordinary (twelfth 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 2021-2022 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. transfer or
exchange of shares upon the exercise of the rights attached to
securities giving access to the Company’s share capital;
2. retention and
future delivery for payment or exchange purposes in connection with
transactions involving external growth;
3. disposal or
transfer 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
disposal 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 pledge of
shares as guarantee under employee savings plans;
4. 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;
5. cancellation,
as part of the Company’s financial policy, of the shares thus
purchased, subject to the adoption of the twelfth resolution
hereunder;
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
€130. 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 €2 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
eighteen months from the date of this Shareholders’ General
Meeting. It renders ineffective and replaces the authorisation
granted by the Shareholders’ General Meeting on 18 June 2020 in its
sixth resolution.
Twelfth 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 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 equivalent to 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 accordingly.
This authorisation renders ineffective and
replaces the authorisation granted by the Shareholders’ General
Meeting on 18 June 2020 in its eleventh 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
€130.
The maximum total amount of capital that may be
allocated to share purchases by virtue of this programme amounts to
€2 billion. This maximum amount shall apply for all transactions
carried out from 8 April 2021 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 eighteen-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 82.8% of the share capital on 31 December 2020.
The amount of the Company’s available reserves,
which was €29,217 million at 31 December 2020, 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 eighteen months following the date of the Shareholders’ General
Meeting, i.e. from 8 April 2021 until 7 October 2022.
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 twenty-four 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
1 March 2021
This document, which
constitutes the 2021-2022 share buy-back programme submitted for
the approval of VINCI’s Shareholders’ General Meeting on 8 April
2021, is available free of charge on request from:VINCI Shareholder
Relations Department1 cours Ferdinand de Lesseps, 92851 Rueil
Malmaison Cedex, France
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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