2013-vinci-annual-report

3.2 Potential capital
The only existing financial instruments that could cause the creation of new shares are the share subscription options granted to VINCI
officers and employees (see chapter D, “Corporate governance”, paragraph 5.2 on page 153 of the Report of the Board of Directors for details
of these options). Share subscription options would become exercisable in the event of a public offer.
3.3 Changes in the breakdown of share capital and voting rights during the last three years
Breakdown of share capital (*)
188 VINCI 2013 ANNUAL REPORT
December 2013 December 2012 December 2011
Number of % net
Number of % net
Number of % net
Number of
shares
%
capital
net voting
rights (**)
voting
rights (**)
Number of
shares
%
capital
net voting
rights (**)
voting
rights (**)
Number of
shares
%
capital
net voting
rights (**)
voting
rights (**)
Treasury shares (***) 44,744,871 7.4% – – 41,102,058 7.1% – – 25,021,501 4.4% – –
Employees
(company
mutual funds)
57,109,714 9.5% 57,109,714 10.3% 57,382,650 9.9% 57,382,650 10.7% 55,590,796 9.8% 55,590,796 10.3%
Company officers 2,660,235 0.4% 2,660,235 0.5% 2,536,738 0.4% 2,536,738 0.5% 2,447,566 0.4% 2,447,566 0.5%
Other individual
shareholders
52,422,529 8.7% 52,422,529 9.4% 60,613,393 10.5% 60,613,393 11.3% 65,442,081 11.6% 65,442,081 12.1%
Total individual
shareholders
55,082,764 9.2% 55,082,764 9.9% 63,150,131 10.9% 63,150,131 11.8% 67,889,647 12.0% 67,889,647 12.6%
Qatari Diar 31,500,000 5.2% 31,500,000 5.7% 31,500,000 5.5% 31,500,000 5.9% 31,500,000 5.6% 31,500,000 5.8%
Other institutional
investors
413,260,623 68.7% 413,260,623 74.2% 384,212,513 66.5% 384,212,513 71.6% 385,274,728 68.2% 385,274,728 71.3%
Total institutional
444,760,623
investors
73.9% 444,760,623 79.9% 415,712,513 72.0% 415,712,513 77.5% 416,774,728 73.7% 416,774,728 77.1%
Total 601,697,972 100.0% 556,953,101 100.0% 577,347,352 100.0% 536,245,294 100.0% 565,276,672 100.0% 540,255,171 100.0%
(*) Estimate at end-December on the basis of registered named shareholders, a schedule of identifiable bearer shares and a shareholding survey conducted with institutional investors.
(**) Voting rights exercisable at a Shareholders’ General Meeting.
(***) Treasury shares held by VINCI SA.
To the best of the Company’s knowledge, there is no individual or legal entity, whether acting alone, jointly or in concert, which directly or
indirectly has control over VINCI’s share capital. In addition, as part of a study carried out on institutional investors, the Company identified
the BlackRock Inc. and Capital Research Global Investors groups as holding directly or indirectly 5% and 3% respectively of VINCI’s share
capital at end December 2013. To the best of the Company’s knowledge, there is no shareholder acting alone or in concert which directly
or indirectly holds more than 5% of the capital or voting rights other than those mentioned above.
Employee shareholders
Details of the Group Savings Scheme are given in the “Social and environmental information” chapter of the Report of the Board of Directors
on page 161 and in Notes E.17 and E.18.3 to the consolidated financial statements.
Voting rights
The number and percentage of theoretical voting rights are identical to the number of shares and percentage of capital. There are no double
voting rights or different voting rights. The difference between the breakdown of shareholdings and exercisable voting rights at a Shareholders’
General Meeting is solely due to the absence of voting rights attached to treasury shares.
Crossing of shareholding thresholds
According to the declarations received by the Company in 2013 notifying that the legal threshold of 5% or the 1% threshold provided for in
the Articles of Association of share capital or voting rights had been crossed, the shareholders identified at 31 December 2013 as owning
more than 1% of the share capital or voting rights, other than those shown in the table above, are as follows:
ˇˇCitigroup: the latest declaration mentions a shareholding in VINCI of 1.1% at 2 May 2013;
ˇˇNorges Bank: the latest declaration mentions a shareholding in VINCI of 1.98% at 19 June 2013;
ˇˇAmundi Group: the latest declaration mentions a shareholding in VINCI of 2.97% at 12 August 2013.
VINCI did not receive any other declarations in 2013 notifying that the legal threshold or the 1% threshold provided for in the Articles of
Association had been crossed.
Shareholder agreements or concerted actions
The stable shareholding agreement between VINCI and Qatari Diar Real Estate Investment Company (Qatari Diar), entered into in April 2010
when the Cegelec group was transferred to VINCI and Qatari Diar acquired a stake in VINCI, expired by its own terms in April 2013.
However, the agreement’s provisions relating to the orderly disposal of VINCI shares on the market, VINCI’s right of first offer and its preemptive
right on any disposals of blocks of shares representing more than 1% of the share capital, will remain in force until April 2016, and
those relating to Qatari Diar’s representation on VINCI’s Board of Directors will remain in force for the duration of Qatari Diar’s appointment.
To the best of the Company’s knowledge, there are no other shareholder agreements or concerted actions other than the concerted action
of Financière Pinault with Artémis 12 and TEM, which it controls. At 31 December 2013, these three companies acting in concert held 1.4%
of the Company’s share capital and 1.5% of its net voting rights.
Registered shareholders
At 31 December 2013, the Company had 4,381 shareholders whose registration is managed by the Company and 1,523 shareholders whose
registration is managed by a financial institution. At that date, 288,669 shares whose registration is managed by the Company and 105,805
shares whose registration is managed by a financial institution were pledged.