one of the said thresholds or, when a Shareholders’ General Meeting has been convened, no later than midnight (Paris time) of the third business day preceding the meeting, of the total number of shares, of voting rights or of securities offering eventual access to the capital that it possesses alone, directly or indirectly, or else in concert. “Non-observance of the present obligation may be sanctioned by a loss of voting rights for the shares or rights attached thereto exceeding the un<strong>report</strong>ed fraction, this at any Shareholders’ Meeting held until the expiration of a period of two years following the date of service of the notification provided for above. “The sanction is applied if it is requested in an application entered in the meeting minutes by one or several shareholders holding at least 5% of the company’s capital.” Shareholder identification (excerpt from Article 10b of the Articles of Association) “The company is entitled to request the entity handling the clearing of securities, and under the conditions provided for in the regulations in force, to provide the name, nationality and address of the natural or legal persons holding securities that grant, immediately or eventually, a voting right at its own shareholders’ meetings, as well as the quantity of securities held by each of them and, if the case arises, the restrictions that may affect the said securities.” 186 VINCI <strong>2013</strong> ANNUAL REPORT 2. Relations between the parent company and its subsidiaries 2.1 Organisation chart (*) VINCI CONCESSIONS CONTRACTING VINCI Autoroutes VINCI Concessions VINCI Construction VINCI Energies Eurovia ASF VINCI Airports VINCI Immobilier VINCI Construction France Soletanche Freyssinet VINCI Energies France French subsidiaries UK and Indian subsidiaries Escota Rail infrastructure VINCI Construction UK Entrepose Contracting VINCI Energies International ETF Other European subsidiaries Cofiroute Road infrastructure Sogea-Satom (Africa) VINCI Construction Grands Projets VINCI Energies GSS Specialised subsidiaries North and South American subsidiaries Arcour VINCI Stadium VINCI Construction Overseas France VINCI Construction Terrassement VINCI Facilities VINCI Park Subsidiaries in Central Europe Dodin Campenon Bernard (*) Simplified organisation chart of the Group at 31 December <strong>2013</strong>. The ownership ties between VINCI and its main direct subsidiaries are mentioned on page 302. The various subsidiaries that comprise the Group and VINCI’s equity interest (whether direct or indirect) in these entities are shown in the list of the main consolidated companies, pages 279-285. 2.2 Role of the VINCI holding company towards its subsidiaries The VINCI holding company has no operational activities of its own. The Group’s operational activities are carried out by its affiliates (there were 2,108 consolidated affiliates at 31 December <strong>2013</strong>), which are organised into five business lines within two core businesses: Concessions (VINCI Autoroutes, VINCI Concessions) and Contracting (VINCI Energies, Eurovia, VINCI Construction). VINCI Immobilier, which is in charge of property development activities, <strong>report</strong>s directly to the VINCI holding company. The holding company provides leadership and supervisory functions for the Group’s operational entities, supplying services and assistance to its subsidiaries in the following areas: ˇˇdevelopment and execution of strategy, acquisitions and disposals, and the study and implementation of industrial and commercial synergies within the Group; ˇˇprovision of expertise in administrative, legal, human resources, tax, financial, communication and sustainable development matters. VINCI also shares with its subsidiaries the benefits associated with the Group’s size and reputation, such as access to internationally recognised partners, optimisation of terms for financing, purchases and insurance, easier access to regulatory authorities, and public relations.
2.3 Movements of funds between the VINCI holding company and its subsidiaries The main movements of funds between the VINCI holding company and its subsidiaries, other than the payment of dividends (the total amount of which is provided in Note D.13 to the parent company financial statements, page 300), are as follows: Payment for the holding company’s assistance to its subsidiaries In exchange for the assistance provided to its subsidiaries, the holding company receives a fee depending on the services provided. In <strong>2013</strong>, fees for assistance received by VINCI from its subsidiaries amounted to €112 million. Centralised cash management The cash surpluses of the Group’s French subsidiaries are generally invested with the holding company through a cash pooling system. In return, the holding company meets subsidiaries’ financing needs. The holding company acts on the money and financial markets on its own behalf or on its subsidiaries’ behalf, investing and borrowing funds as necessary. With some exceptions (the main one to date being ASF and its subsidiaries in accordance with the loan agreements entered into with the Caisse Nationale des Autoroutes), this system applies to all French subsidiaries directly or indirectly controlled by VINCI (subject to the condition, for subsidiaries not wholly owned by VINCI, that minority shareholders agree, if so required by a shareholders’ agreement). VINCI Finance International, a wholly owned subsidiary of VINCI, centralises all the cash flows of foreign subsidiaries working in the Group’s main markets outside France and carries out the corresponding market transactions. REPORT OF THE BOARD OF DIRECTORS 187 VINCI and VINCI Finance International may make medium-term loans to subsidiaries to finance investments and working capital, and receive funds from subsidiaries for fixed-term deposits. At 31 December <strong>2013</strong>, these transactions represented outstandings for VINCI of €2,213 million for medium-term loans and €1,212 million for fixed-term deposits, and outstandings for VINCI Finance International of €4,687 million for medium-term loans and €272 million for fixed-term deposits. Regulated agreements There are regulated agreements between VINCI and its subsidiaries, which are subject to prior authorisation by the Board of Directors, special <strong>report</strong>s by the Statutory Auditors and approval by the Shareholders’ General Meeting. Shareholder agreements Since the head companies of each business line (including VINCI Immobilier) are wholly owned by VINCI, they are not subject to any shareholder agreements. However, the formation of companies by VINCI with other parties may result in agreements being made. This is the case in particular for Consortium Stade de France and companies created specifically for the needs of securing and managing infrastructure concessions. The main purpose of these agreements is to organise the respective rights of shareholders in the event of the disposal of shares, and if applicable, to set certain operating principles for the corporate governing bodies. 3. General information about VINCI’s share capital All changes in share capital or in the rights attached to the shares are subject to general legal provisions. The Articles of Association do not provide for additional conditions (except as regards statutory thresholds, see paragraph 1 “Corporate identity and Articles of Association”). At 31 December <strong>2013</strong>, VINCI’s share capital amounted to €1,504,244,930, represented by 601,697,972 shares, each with a nominal value of €2.50, fully paid-up and all of the same class. VINCI shares are registered or bearer shares, at the shareholder’s choice, and may be traded freely. 3.1 Movements in share capital over five years Capital increase/ (reduction) (in euros) Share premium arising on contributions or mergers (in euros) Number of shares issued or cancelled Number of shares outstanding Share capital (in euros) Position at 31/12/2008 496,162,480 1,240,406,200 Group Savings Scheme 22,671,710 207,017,588 9,068,684 505,231,164 1,263,077,910 Share subscription options exercised 7,355,790 44,962,646 2,942,316 508,173,480 1,270,433,700 Payment of dividend in shares 31,960,175 334,842,687 12,784,070 520,957,550 1,302,393,875 Position at 31/12/2009 520,957,550 1,302,393,875 Group Savings Scheme 15,091,573 187,374,980 6,036,629 526,994,179 1,317,485,448 Share subscription options exercised 8,955,645 54,594,480 3,582,258 530,576,437 1,326,441,093 Payment of dividend in shares 2,610,025 36,999,714 1,044,010 531,620,447 1,329,051,118 Cegelec contribution 52,500,000 792,067,549 21,000,000 552,620,447 1,381,551,118 Position at 31/12/2010 552,620,447 1,381,551,118 Group Savings Scheme 25,210,833 317,288,509 10,084,333 562,704,780 1,406,761,950 Share subscription options exercised 6,429,730 44,549,294 2,571,892 565,276,672 1,413,191,680 Position at 31/12/2011 565,276,672 1,413,191,680 Group Savings Scheme 22,643,660 252,503,166 9,057,464 574,334,136 1,435,835,340 Share subscription options exercised 7,533,040 52,984,072 3,013,216 577,347,352 1,443,368,380 Position at 31/12/2012 577,347,352 1,443,368,380 Group Savings Scheme 19,881,448 239,242,492 7,952,579 585,299,931 1,463,249,828 Share subscription options exercised 7,100,445 78,306,449 2,840,178 588,140,109 1,470,350,273 Payment of dividend in shares 33,894,657 406,871,469 13,557,863 601,697,972 1,504,244,930 Position at 31/12/<strong>2013</strong> 601,697,972 1,504,244,930
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ANNUAL REPORT 2013
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KEY FIGURES €40.3 billion REVENUE
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PROFILE VINCI is a global player in
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GROUP / 2013 ALBUM 03 Finalised in
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GROUP / 2013 ALBUM 05 Having built
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GROUP / 2013 ALBUM 07 includes Euro
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GROUP / 2013 ALBUM 09 Actemium, the
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GROUP / 2013 ALBUM 11 Launched duri
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GROUP / 2013 ALBUM 13 components, e
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GROUP / 2013 ALBUM 15 permanent tra
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CORPORATE GOVERNANCE Board of Direc
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04 05 2014 Management and Coordinat
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Milestones 02 01 VINCI’s drive to
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Our Group is multi-local and multi-
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DESIGN AND BUILD TOGETHER We commit
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PROMOTE GREEN GROWTH TOGETHER We co
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STRIVE FOR ZERO ACCIDENTS TOGETHER
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PROMOTE SUSTAINABLE CAREERS TOGETHE
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INNOVATING TO CREATE VALUE The Grou
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Return on investment in VINCI share
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CONCESSIONS VINCI AUTOROUTES VINCI
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Rail infrastructure Parking facilit
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Profile VINCI Autoroutes designs, b
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CREATING LONG-TERM VALUE VINCI AUTO
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01 Light-vehicle traffic on the int
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VINCI’s motorway concessions in F
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BUILDING AWARENESS A DIFFERENT ANGL
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01 The “100% worksite safety” a
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Miscellaneous Cofiroute USA, which
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Profile Through its three areas of
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NEW DIMENSION IN AIRPORTS VINCI CON
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01 Extension of the Siem Reap and P
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02 04 01 The East End Crossing proj
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VINCI Park’s competitive position
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continued to roll out the GSM-Rail
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ALLIANZ RIVIERA, NICE NOT JUST A ST
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Outlook the owner and granting auth
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CONTRACTING VINCI ENERGIES EUROVIA
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Profile VINCI Energies serves publi
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RESILIENCE AND NETWORK MOMENTUM VIN
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250 BUSINESS UNITS IN 15 COUNTRIES
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CERGY PONTOISE CREATING A LIGHTING
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02 03 04 01 In Belgium, Actemium im
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02 CONTRACTING / VINCI ENERGIES 83
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Profile Eurovia is a world leader i
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RESILIENT RESPONSE TO THE ECONOMIC
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CONTRACTING / EUROVIA 89 03 of 2013
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PEYROLLES EN PROVENCE TRANSFORMING
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03 02 04 01 In the United Kingdom,
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Outlook continued construction of 2
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Profile VINCI Construction, France
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GROWTH AND INTERNATIONAL DEVELOPMEN
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CONTRACTING / VINCI CONSTRUCTION 10
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02 03 01 In Lyon, eastern France, t
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SITA OUEDRAOGO, farmer “We had tr
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main activities focused on the SEA
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Outlook in Tajikistan, the new term
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Located within the Fortdissy.com cy
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General & financial elements 114 Re
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A. Report on the financial statemen
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Change in the presentation of the c
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1.3 Operating income from ordinary
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Cash flow from operations (Ebitda)
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2. Parent company financial stateme
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C. Risk factors Numerous internal a
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Regarding concessions operation, th
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3. Legal risks 3.1 Legal and regula
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5.2 Loss prevention and claims reco
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At its meeting of 5 February 2014,
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10. Goodwill Changes in the period
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12. Property, plant and equipment (
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14. Investments in companies accoun
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The fair value of non-current deriv
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17.1 Share capital At 31 December 2
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The Shareholders’ Ordinary Genera
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Fair value of the performance share
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The retirement benefit obligations
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VINCI estimates the payments to be
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Employee training rights The French
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21. Net financial debt At 31 Decemb
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Details of the Group’s main finan
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21.2.2 Net cash managed Net cash ma
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22. Financial risk management VINCI
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The following table shows the perio
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22.3.4 Analysis of foreign currency
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31/12/2012 Accounting categories (1
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Control and regulation of prices by
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26. Concession and PPP contracts of
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28. Contractual obligations and oth
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ˇˇEurovia CS, a subsidiary of Eur
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J. List of the main consolidated co
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31 December 2013 31 December 2012 C
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31 December 2013 31 December 2012 C
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31 December 2013 31 December 2012 C
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3. Specific verification We have al
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Income statement (in € millions)
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Cash flow statement (in € million
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Depreciation is calculated on a str
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2. Financial assets Gross values (i
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Issues of shares during the period
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Liabilities at 31 December 2013 (in
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Other receivables 140 Cash manageme
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Five-year financial summary 2009 20
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Special report of the Statutory Aud
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2. Agreements and commitments appro
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4. Information incorporated by refe
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11. Research and development, paten
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In accordance with Article 212-13 o