Issue of new VINCI shares reserved for the employees of foreign
subsidiaries of VINCI in the context of the international Group
savings plan
A French public limited company (société anonyme)
with capital of €1,473,943,102.50Registered office: 1973, boulevard
de la Défense – 92000 NanterreRegistered number: 552 037 806 RCS
Nanterrewww.vinci.comShareholder relations department:
actionnaires@vinci.com____________________________________________
Issue of new VINCI
sharesreserved for the employees of foreign
subsidiaries of VINCIin the context of the
international Group savings plan*
In its twenty-third resolution, the Combined
Shareholders’ General Meeting of 13 April 2023 delegated to the
Board of Directors, for a period of 18 months expiring on 12
October 2024, its authority to carry out capital increases reserved
for the employees of certain foreign subsidiaries of the Group.
At its meeting on 19 October 2023, VINCI’s Board
of Directors thus set the terms of a capital increase reserved for
the employees of VINCI subsidiaries located in Germany, Australia,
Austria, Bahrain, Belgium, Brazil, Cambodia, Cameroon, Canada,
Chile, Colombia, Ivory Coast, Croatia, Denmark, United Arab
Emirates, Spain, Estonia, United States, Finland, Greece,
Hong-Kong, Hungary, Indonesia, Ireland, Italy, Lithuania,
Luxembourg, Madagascar, Malaysia, Morocco, Mexico, Norway, New
Zealand, Netherlands, Peru, Poland, Portugal, Dominican Republic,
Czech Republic, Romania, Senegal, Serbia, Singapore, Slovakia,
Sweden and Switzerland.
The Board of Directors has delegated full powers
to the Chairman and Chief Executive Officer, in particular to set
the opening and closing dates of the subscription periods in the
countries concerned, and to set the subscription price of the new
shares within the framework defined by the Shareholders’ General
Meeting.
In his decision of 13 May 2024, VINCI’s Chairman
and Chief Executive Officer decided that the employee share
ownership scheme would not be offered in Madagascar for operational
reasons.
In the same decision, VINCI’s Chairman and Chief
Executive Officer decided that the subscription period would run,
in all the countries concerned, from Monday 13 May 2024 to Friday
31 May 2024.
In this decision, VINCI’s Chairman and Chief
Executive Officer set the issue price of the new shares which is
equal to the average price of the VINCI shares prices quoted on the
regulated market of Euronext Paris SA on the basis of the vwap
(volume-weighted average price) during the 20 trading sessions
preceding 13 May 2024, i.e. €112.37 per new share to be issued.
The maximum number of shares that may be issued
and the total amount of the issue will depend on the level of
employees’ subscriptions.
The maximum number of new shares to be issued
may not exceed the limit set by the Shareholders’ General Meeting
of 13 April 2023 in its twenty-third resolution and, if this limit
is insufficient, by that set by the General Meeting of Shareholders
of 9 April 2024 in its thirteenth resolution. The total number of
new shares that may be issued on the basis of the twenty-third
resolution of the Shareholders’ Meeting of 13 April 2023 and on the
basis of the twenty-second resolution of the same Shareholders’
Meeting in favor of employee shareholding in accordance with the
provisions of Articles L. 225-138-1 and seq. of the French
Commercial Code and L. 3332-1 and seq. of the French Labour Code
may not exceed 1.5% of the number of shares comprising the
authorized share capital at the time the Board makes its
decision.
The new VINCI shares to be issued1 will be
subscribed by employees in July 2024 through the "Castor
International Relais 2024" FCPE, except in the United States,
Chile, Croatia, Greece, Italy and Poland where they will be
subscribed by employees directly.
The admission of these new shares to trading on
the regulated market of Euronext Paris will be requested
immediately after their issue.
The subscribed shares will be frozen for 3 years
from the date of the capital increase (except in specific cases of
early release).
Subject to this reservation, these ordinary
shares will not be subject to any restrictions, and will carry
dividend rights from 1 January 2024.
*With the exception
of the United States, Chile, Croatia, Greece, Italy and Poland,
where the shares will be subscribed directly by the employees in
accordance with local regulations, employee subscriptions to this
issue reserved for them will be made through an intermediate
company mutual fund (“Castor International Relais 2024”), invested
in money-market securities and classified as such in the “euro
money-market company mutual funds” category. This company mutual
fund received approval from the AMF on 23 October 2023 under no.
FCE 20230116. It will concentrate employees’ cash payments for
subscription to the units it will issue. At the end of the
subscription period open to employees, this intermediate 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 International company mutual fund as of 15
July 2024, the corresponding AMF approval having been obtained on 2
November 2023 (AMF file no. 143620).
The Castor International company
mutual fund is an employee savings and shareholding mutual fund
(UCITS) exclusively invested in VINCI shares.
** **
Nanterre, 13 May 2024
1Up to the total amount of employee contributions
- Document d'information Castor International 2024
(Anglais)-vdéf
Vinci (EU:DG)
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