VINCI: Description of the 2013-2014 buyback programme for treasury shares submitted by the board of directors for the approval

  VINCI: Description of the 2013-2014 buyback programme for treasury shares
  submitted by the board of directors for the approval of the combined general
  meeting of the shareholders on 16 April 2013

Business Wire

RUEIL-MALMAISON, France -- March 8, 2013

Regulatory News:

Vinci (Paris:DG):

I-Summary

  *The shares included in the 2013-2014 buyback programme are the VINCI
    shares traded in compartment A of the NYSE Euronext Paris regulated market
    under the ISIN code n° FR0000125486.
  *The programme relates to a possible buyback of a maximum of 10% of the
    number of shares comprising the company’s capital during a period of
    eighteen months from 16 April 2013 to 15 October 2014 (cf. below,
    programme duration), with this limit being assessed on the basis of the
    number of shares comprising the capital at the time of the buybacks.

As the programme’s execution provisions include the possibility of using
derivative products, the treasury shares that the company could acquire by
exercising previously purchased call options will be included in the
calculation of the maximum number of shares authorised during the eighteen
month duration of the programme at the time of the purchase of these call
options, rather than at the time of their possible exercise.

  *Maximum purchase price: €60.
  *Maximum amount of authorised purchases: 2 billion euros.

  *The acquisition cost of the derivative products that the company might
    require as part of the programme will be applied against the authorised
    maximum amount at the time of their set-up. The amount corresponding with
    the price of the treasury shares possibly purchased by means of exercising
    call options will only be taken into account at the time of their
    exercise. The additional sums that will possibly be allocated to the
    liquidity contract, in addition to its current 5.2 million euros, will be
    applied against the maximum amount of authorised purchases.
  *Objectives: (1) deliveries of shares upon the exercise of rights attached
    to marketable securities that provide access to the capital, (2)
    assignments of shares upon the exercise of call options or allotments of
    performance shares to Vinci Group employees and/or corporate officers, (3)
    delivery of shares for the purposes of payment or exchange, notably as
    part of external growth operations, (4) assignments or allotments at no
    cost to Vinci Group employees and/or corporate officers as part of
    employee shareholding plans, (5) ensuring market liquidity within the
    framework of a liquidity contract that complies with an ethics charter
    approved by the Financial Markets Authority and entrusted to a provider of
    investment services acting on an independent basis, (6) cancellations of
    shares and (7) implementation of any market practice that would be
    accepted by the Financial Markets Authority as part of the share buyback
    programmes and, more generally, performance of any operation in compliance
    with the regulations in effect with regard to these programmes.
  *Programme duration: 18 months as of the authorisation from the combined
    general meeting on 16 April 2013, i.e. until 15 October 2014.

II-Objectives of the 2013-2014 buyback programme: usage of the shares that are
bought back

VINCI wishes to carry out a new buyback programme of its own shares, with the
following objectives:

1°/ compliance with the share delivery or exchange obligations contracted upon
the exercise of the rights attached to marketable securities that provide
access to the company capital;

2°/ compliance with the share assignment or allotment obligations as part of
the programmes for share purchase options and company performance shares as
granted to the group’s employees and/or corporate officers;

3°/ the remittance of shares for payment or exchange, notably within the
framework of external growth operations;

4°/ the no-cost assignment or allotment to eligible employees and/or corporate
officers of Vinci Group companies, as part of employee shareholding plans,
including the assignments in favour of authorised service providers assigned
to the design, set-up and management of any payroll savings UCITS or
equivalent structure on behalf of the VINCI group, as well as the remittance
of shares for the purposes of guarantees within the framework of payroll
savings operations;

5°/ ensuring market liquidity within the framework of a liquidity contract
that complies with an ethics charter approved by the Financial Markets
Authority and entrusted to a provider of investment services acting on an
independent basis;

6°/ the cancellation, as part of the company’s financial policy, of the shares
bought back in this manner, subject to the adoption of resolution 16;

7°/ the implementation of any market practice that would be accepted by the
Financial Markets Authority as part of share buyback programmes and, more
generally, the performance of any operation in compliance with the regulations
in effect relative to these programmes.

The shares bought back and retained by VINCI will be deprived of their voting
rights and will not result in the payment of dividends.

The company reserves the possibility of using derivative products as part of
the implementation of this new programme.

In compliance with the relevant legal and regulatory provisions, including
with regard to market disclosure, it also reserves the possibility of
undertaking the allowed re-allocation of the shares bought back for the
purposes of one of the programme’s objectives to one or more of its other
objectives, or to carry out their sale on the market or outside of the market
through a provider of investment services acting on an independent basis.

III-Legal framework

This programme is in line with the provisions of articles L. 225-209 and L.
225-210 to L. 225-212 of the Commercial code and, on 16 April 2013, will be
put to the general meeting of the VINCI shareholders voting under the quorum
and majority conditions of ordinary (twelfth resolution) and extraordinary
(sixteenth resolution) general meetings:

Twelfth resolution

Renewal of the delegation of powers for the board of directors for the
purposes of the company purchasing its own shares.

Having reviewed the (a) board of directors report and (b) the description of
the new 2013-2014 buyback programme, in compliance with the provisions of
article L. 225-209 of the commercial code and of European regulation n°
2273/2003 taken in application of European directive n° 2003/6/EC of 28
January 2003, the general meeting authorises the board of directors, with the
option of sub-delegating, to undertake, within the legal limits, on one or
more occasions, through the stock market or otherwise, including in blocks of
shares or through the usage of option or derivative mechanisms, the buyback of
the company’s shares in order to carry out:

1° the remittance or exchange operations at the time of the exercising of the
rights attached to the marketable securities providing access to the Company’s
capital;

2° the disposal of shares at the time of the exercising of stock purchase
options or of remittances of performance shares allocated to the employees
and/or corporate officers of group companies;

3° the retention and subsequent remittance as payment or exchange within the
framework of external growth operations;

4° the no-cost assignment or allotment to eligible employees and/or corporate
officers of Vinci Group companies, as part of employee shareholding plans,
including all assignments in favour of authorised service providers assigned
to the design, set-up and management of any payroll savings UCITS or
equivalent structure on behalf of the VINCI group, as well as the remittance
of shares for the purposes of guarantees within the framework of payroll
savings operations;

5° support of the equity market as part of a liquidity contract in compliance
with an ethics charter accepted by the AMF and entrusted to an investment
services provider that is acting independently;

6° the cancellation, as part of the company’s financial policy, of the shares
bought back in this manner, subject to the adoption of resolution 16;

7° the implementation of any market practice that would be accepted by the
Financial Markets Authority as part of share buyback programmes and, more
generally, the performance of any operation in compliance with the regulations
in effect relative to these programmes.

The maximum purchase price per share is set at €60. The maximum number of
shares acquired on the basis of the present authorisation cannot exceed 10% of
the capital, with this limit being assessed at the time of the buybacks, and
the maximum amount of the purchases carried out in this manner cannot exceed
two billion euros.

The board of directors will adjust the purchase price of the shares in case of
financial operations involving the company, under the conditions of the
applicable regulations. In particular, in case of a capital increase through
capitalisation of reserves and the allotment of performance shares, the
above-mentioned price will be adjusted using a multiplying coefficient equal
to the ratio between the number of shares comprising the capital before and
after the operation.

The acquisition, disposal, transfer or exchange of the shares can be carried
out by all means within or outside of the market, including by means of block
trades or the usage of derivative products, notably through the purchase of
call options within the framework of the applicable regulations. The share of
the buyback programme that can be carried out using block trades is not
limited.

These operations can occur at any time in compliance with the applicable
regulations, except during public offering periods.

The general meeting grants all powers to the board of directors, with the
option of sub-delegating, in order to carry out, in compliance with the
relevant legal and regulatory provisions, including those pertaining to stock
market disclosure, the allowed re-allotments of the shares bought back, on the
basis of one of the programme objectives, to one or more of its other
objectives, or their disposal, within or outside of the market, with the
stipulation that these re-allotments and disposals can involve the shares
bought back pursuant to authorisations for previous buyback programmes.

The general meeting grants all power to the board of directors, with the
option of sub-delegating, in order to carry out all market orders, to sign all
purchase, sale or transfer documents, to enter into all agreements, to carry
out all possibly necessary adjustments, to submit all declarations and to
carry out all formalities.

The present authorisation is granted for a period of eighteen months as of the
date of the present meeting. It cancels and replaces the authorisation given
by the general meeting on 12 May 2012, in its fifth resolution.

Sixteenth resolution

Renewal of the authorisation provided to the board of directors for the
purposes of reducing the issued capital through the cancellation of VINCI
shares held by the company.

Having reviewed (a) the board of directors report, (b) the description of the
new 2013-2014 buyback programme, and (c) the statutory auditors’ special
report in compliance with the provisions of article L. 225-209 of the
Commercial code, the general meeting authorises the board of directors to
cancel, based on its own decisions, on one or more occasions, within a limit
of 10% of the number of shares comprising the issued capital on the date when
the board of directors makes a cancellation decision, and by successive
periods of 24 months for the appreciation of this limit, the shares acquired
pursuant to authorisations provided to the company to acquire its own shares,
and to carry out a corresponding reduction of the issued capital.

The general meeting determines that the present authorisation will be valid
for eighteen months as of the date of the present meeting and grants all
powers to the board of directors, with the option of sub-delegating, for the
purposes of making all decisions for the performance of the share cancellation
and capital reduction operations, charging the difference between the purchase
price for the shares and their face value to the reserves item of its choice,
including the “issue, merger and transfer premiums” item, carrying out all
actions, formalities or declarations for the definitive fulfilment of the
capital reductions that could be carried out pursuant to the present
operation, and for the purposes of accordingly modifying the company’s
articles of association.

The present authorisation cancels and replaces the authorisation given by the
general meeting on 12 May 2012, in its eighth resolution.

IV-Provisions

1. Maximum share of the capital likely to be acquired and maximum amount
payable by VINCI

The maximum share of the capital that VINCI is likely to purchase is 10% of
its capital in its amount on the date of the combined general meeting of the
shareholders. However, should the capital change after that date, the
authorisation provided by the meeting will relate to 10% of the new capital.

The maximum purchase price per share is set at €60.

The maximum overall amount of the capital likely to be used for share buybacks
under the present programme is equal to two billion euros. This maximum
envelope will apply for all operations carried out as of 16 April 2013, for
the duration of the programme: purchases of treasury shares, acquisitions of
derivative products on treasury shares, subscriptions for treasury shares
carried out through the exercise of previously implemented derivative
products, additional sums possibly allocated to the liquidity contract.

The company reserves the right to make use of the entire programme.

VINCI will ensure that it does not directly or indirectly exceed the 10%
capital buyback ceiling authorised by the general meeting of the shareholders
during the 18 months of the programme’s validity.

It will also ensure, at all times, that it does not directly or indirectly
hold more than 10% of its capital.

Moreover, the buyback programme should not have a significant impact on the
share of the VINCI floating shareholders that represented 77.5% of the capital
on 31 December 2012 as well as on 28 February 2013.

In compliance with the law, the amount of the company’s available reserves,
i.e. 17,966 million euros on 31 December 2012, is greater than the amount of
the buyback programme.

2. Buyback provisions

The shares can be bought back in whole or in part by any means within or
outside of the market, including transactions for blocks of shares or through
the use of derivative products, notably the purchase of call options in
compliance with the applicable regulations. The company will see to it that it
does not increase the volatility of its shares if it uses derivative financial
instruments.

These operations can occur at any time in compliance with the applicable
regulations, except during public offering periods.

The authorisation project submitted to the meeting does not limit the share of
the programme that can be carried out through the acquisition of blocks of
shares.

3. Duration and calendar of the programme for the buyback and cancellation of
shares

The share purchases can be staggered over a period of 18 months after the
meeting date, i.e. from 16 April 2013 through two 15 October 2014 at the
latest.

In compliance with the 4^th sub-paragraph of article L. 225-209 of the
Commercial code, the acquired actions can only be cancelled within the limit
of 10% of the capital by successive sliding periods of 24 months.

4. Usage of derivative products

VINCI reserves the possibility of using derivative products as part of the
implementation of the present programme in order to cover, within the
framework of the applicable regulations, option positions that it has acquired
elsewhere (such as granted share subscription options or purchase options or
issued debt instruments providing access to the capital). The board of
directors is systematically informed of the usage of derivative products with
the treasury shares.

V-Distribution by objective of the treasury shares on 31 December 2012 and on
28 February 2013 pursuant to the 2012-2013 buyback programme currently in
progress and past programmes

                                     Number of treasury    Number of treasury
                                     shares                shares

Objectives                          on 31 December 2012  on 28 February 2013

                                     and percentage of     and percentage of
                                     the capital           the capital
Shares allocated for use as          36,075,962            36,116,013
payment or exchange, within the
framework of external growth                            
operations
                                     6.25 %                6.23%
                                     0                     0
Shares allocated to covering stock
option plans                                            

                                     0%                    0%
                                     4,339,839             4,339,839
Shares allocated to covering
performance share allotment plans                       

                                     0.75%                 0.75%
                                     686,257               686,257
Shares allocated to the allotment
of shares as part of employee                           
shareholding plans
                                     0.12%                 0.12%
                                     0                     0
Shares allocated for
                                                        
cancellation
                                     0%                    0%
                                     41,102,058            41,142,109

Totals                                                  

                                     7.12 %                7.1%

VI- Open positions on derivative products

                      Open positions on 8 March 2013, publication date of the
                       present description
                     Open buy positions             Open sell positions
                      Call options     Forward      Call options   Forward
                       purchased         purchase      sold            sales
Number of shares      ...              ...          ...            ...
Average maximum       ...              ...          ...            ...
maturity
Average exercise      ...              ...          ...            ...
price

                                                  The VINCI board of directors
                               and, by delegation from the board of directors,

                                                      ________________________

                                                               Xavier Huillard
                                          Chairman and Chief Executive Officer

                                                                  8 March 2013

This document, consisting of the description of the 2013-2014 buyback
programme submitted for the approval of the general meeting of the VINCI
shareholders on 16 April 2013 can be obtained at no cost by submitting a
request to

                   VINCI shareholder relations department,
        1, cours Ferdinand de Lesseps, F-92851 Rueil-Malmaison Cedex.

It has been placed online on the VINCI site (www.vinci.com) and filed with the
Financial Markets Authority.

            Public limited company with capital of 1,449,022,725 €
     Head office: 1, cours Ferdinand de Lesseps, F-92500 Rueil-Malmaison
                           Nanterre TCR 552037806
                                www.vinci.com

Contact:

Vinci
 
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