Issue of New VINCI Shares, Reserved for Group Employees in France in the
Context of Its Savings Plan*
RUEIL-MALMAISON, France -- April 26, 2013
The combined general meeting of shareholders held on 12 April 2012, through
its 9^th resolution, delegated to the board of directors its power to make
increases in the capital reserved for employees for a period of 26 months
expiring on 11 June 2014.
The meeting of shareholders defined in this context the manner in which the
issue price of the new shares is determined.
During its meeting held on 5 February 2013, VINCI board of directors fixed
terms and conditions of a capital increase reserved for group employees in
France, this transaction being in keeping with the powers received from the
general meeting of shareholders.
The maximum number of shares that could be issued and the total amount of the
issue will depend on the level of employees’ subscriptions for the units to be
issued by the “Castor Relais 2013/2” mutual fund which will be determined at
the end of the subscription period which will be opened from 2 May up to 30
The issue price of the new shares is equal to 95 % of the average opening
prices of the VINCI shares quoted on the regulated market of Euronext Paris SA
on the 20 trading days preceding 5 February 2013, namely € 35.73 per new share
to be issued.
* 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 2013/2” and classified as a euro monetary
mutual fund. This mutual fund received the approval of the AMF on 22 February
2013, under no. FCE 2013 0022. It will collect the employees’ cash payments
intended to subscribe for the units that it issues. At the end of the 4-month
subscription period opened to the employees, this temporary mutual fund will
subscribe for the VINCI shares issued according to the total amount of the
payments that it collects, and will then be absorbed by the “Castor” mutual
fund on 15 October 2013 at the latest. The AMF approved such a merger in
advance on 28 February 2013 (under no. 79729).
The “Castor” mutual fund is an employee savings and employee shareholder UCITS
invested in VINCI shares. It is one of the principal instruments used for the
implementation of the VINCI group’s company savings plan in France.
The total number of new shares to be issued cannot exceed the limit prescribed
by the general meeting of shareholders held on 12 April 2012 through its 9^th
resolution. The total number of shares that could be issued pursuant thereto
and pursuant to the 10^th resolution of the general meeting of shareholders
held on 12 April 2012 and 23^th resolution of the general meeting of
shareholders held on 16 April 2013 to promote share ownership in favour of
employees living in some foreign countries cannot exceed 2 % of the number of
shares comprising the authorised share capital at the time when the board
makes its decision.
The “Castor Relais 2013/2” mutual fund will subscribe for the new VINCI shares
to be issued^1 at the end of September 2013.
Authorization for trading these new shares on the regulated market of Euronext
Paris will be required immediately after their issuing.
These ordinary shares will be accompanied by no restriction and will bear
current dividend rights as from 1^st January 2013.
^1 Up to the total amount of employees’ payments raised by contributions paid
by group companies that are members of its savings plan in France.
A public limited company (société anonyme) with a share capital of €
Registered office: 1, cours Ferdinand de Lesseps
Registration number 552037806 RCS Nanterre
Shareholders relations department: firstname.lastname@example.org
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