The combined general meeting of shareholders held on 6 May 2010, through
its 22nd 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 5 July 2012.
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 19 October 2010, VINCI (Paris:DG) 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 issue price of the new shares is equal to 90 % of the average
opening prices of the VINCI shares quoted on the regulated market of
Euronext Paris SA on the 20 trading days preceding 19 October 2010,
namely 33.78 per new share to be issued.
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 2011/1? mutual fund which
will be determined at the end of the subscription period which will be
opened from 3 January up to 29 April 2011.
*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 2011/1? and
classified as a euro monetary mutual fund. This mutual fund received the
approval of the AMF on 29 October 2010, under no. FCE 2010 0143. 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 20
June 2011 at the latest. The AMF approved such a merger in advance on 16
November 2010 (under no. 67747).
The ?Castor? mutual fund is an employee savings and employee shareholder
UCITS invested exclusively 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 6 May 2010
trough its 22nd resolution. This resolution provides for that
the total number of shares that could be issued pursuant thereto and
pursuant to the 23th resolution 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 2011/1? mutual fund will subscribe for the new VINCI
shares to be issued1 at the end of May 2011.
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 1st January 2011.
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
Registered office: 1, cours Ferdinand de
Registration number 552 037 806
Shareholders relations department: