2013-vinci-annual-report

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 2013,
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 2013, 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
reports 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 2013, 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 31/12/2013 601,697,972 1,504,244,930