2013-vinci-annual-report

The definitive granting of shares is subject to the following performance criteria:
ˇˇfor beneficiaries who were members of the Executive Committee at 16 April 2013, performance shares are only deemed to be definitively
granted if, in respect to both 2013 and 2014, the VINCI Group’s average return on capital employed (ROCE) is higher than 8%, after restating
for any non-controlling interests greater than 33.33%. The number of performance shares finally granted will depend on this rate: 100% of
the shares will be granted if ROCE is higher than 9% and the proportion will be set by linear interpolation if the rate is between 8% and 9%;
ˇˇfor beneficiaries who were not members of the Executive Committee at 16 April 2013, performance shares are only deemed to be definitively
granted if, in respect to both 2013 and 2014, the VINCI Group’s average ROCE is higher than 6%, after restating for any non-controlling
interests greater than 33.33%. The number of performance shares finally granted will depend on this rate: 100% of the shares will be granted
if ROCE is higher than 7% and the proportion will be set by linear interpolation if the rate is between 6% and 7%;
ˇˇthe Board of Directors decided not to take the impact of the acquisition of the airports concession company ANA into account in the
calculation of ROCE.
REPORT OF THE BOARD OF DIRECTORS 155
The plan also provides that the shares granted in this way must be retained for two years, i.e. until 16 April 2017, during which time they may
not be transferred or sold other than in the event of permanent disability or death. The number of shares originally granted by the Board of
Directors on 16 April 2013 to the 10 employees who were not company officers and had been granted the largest number of shares was
114,400; the number of shares granted to the members of the Executive Committee was 127,800, thus about 6.34% of the total number
granted.
5.3.3 Definitive granting of performance shares on 2 May 2013 under the plan set up by the Board of Directors
on 2 May 2011
At its meeting of 16 April 2013, the Board of Directors, after reviewing the performance conditions applying to this plan, decided to definitively
grant, at 2 May 2013, 100% of the performance shares originally granted (i.e. 2,004,903 shares) to the beneficiaries of the performance share
plan set up on 2 May 2011 (i.e. 1,657 individuals), with the understanding that these shares must be retained by their beneficiaries until at
least 2 May 2015.
6. Formalities for participation of shareholders in the Shareholders’
General Meeting
The formalities for shareholders to participate in the Shareholders’ General Meeting are described in Article 17 of the Articles of Association
and reproduced below:
Article 17 - Shareholders’ General Meetings
Shareholders’ General Meetings are called and take place in accordance with the legislation and regulations in force.
The meetings are held either at the registered office or at another location specified in the notice of the meeting.
All shareholders may, regardless of the number of shares they own, participate in meetings personally or by proxy, on producing evidence
of their identity and shareholding in the form of either:
ˇˇa personal registration of the shares in their own name; or
ˇˇa record of the shares in a bearer securities account with an authorised intermediary. The intermediary must provide an attendance certificate,
which can be communicated by electronic means, if necessary.
These formalities must be completed no later than midnight (Paris time), on the third business day before the meeting. Shareholders wishing
to attend the meeting but who have not received their admission card by midnight (Paris time) of the third business day before the meeting
will be given an attendance certificate. However, the Board of Directors may shorten or remove this time period provided that any such
decision applies to all shareholders.
If the Board of Directors so decides when the General Meeting is called, individual shareholders may take part in the General Meeting by video
conference or vote by any telecommunication or electronic means including via the Internet, in accordance with the applicable regulations in
force at the time such means are used. Any such decision must be communicated in the notice of meeting and the invitation to the meeting.
Postal votes may be cast, subject to the terms and conditions defined by law and regulations. Shareholders may transmit proxy forms and
postal votes for every Shareholders’ General Meeting, under the conditions set out by law and regulations, either in paper form or, if the
Board of Directors so authorises, by electronic means, including over the Internet. Those shareholders who, within the required time period,
use the electronic voting form on the website made available by the meeting centraliser, are counted as attending or represented shareholders.
Shareholders may complete and sign the electronic voting form directly on the centralising bank’s website by any process determined by
the Board of Directors that meets the conditions set forth in the first sentence of the second paragraph of Article 1316-4 of the French Civil
Code and Articles R.225-77, subsection 2, and R.225-79 of the French Commercial Code and, more generally, the provisions of law and
regulations in force. This process may include the use of a personal identifier and password.
Proxy forms received and votes cast prior to the Shareholders’ General Meeting by electronic means, together with the acknowledgement
of receipt provided, shall be considered as irrevocable acts enforceable with regard to all parties involved, it being specified that in the event
of a sale of shares that takes place before the third business day prior to the Meeting at zero hour (Paris time), the Company shall invalidate
or amend, as necessary, any proxy form or vote cast prior to such date and time.
Shareholders’ General Meetings are chaired by the Chairman of the Board of Directors or, in his or her absence, by the Vice-Chairman of the
Board of Directors, if a Vice-Chairman has been designated, or by a member of the Board of Directors specifically appointed by the Board
to that effect. Failing that, shareholders elect their own Chairman.
The minutes of the Shareholders’ General Meetings are drawn up and copies thereof are certified and delivered in compliance with regulations
in force.