VINCI - 2008 annual report

Report of the Board of Directors
5. Other information on the Company forming an integral
part of the Board of Directors’ report
The sections “Stock market and shareholder base” (pages 20 to 21), “Parent company fi nancial statements” (pages 257 to 277), “List of shareholdings
in subsidiaries and affi liated companies at 31 December 2008” (page 275), and the consolidated fi nancial statements (pages 166 to 256)
form an integral part of the Report of the Board of Directors.
The following documents are annexed to the Report of the Board of Directors:
– the Report of the Chairman of the Board of Directors on corporate governance and internal control (pages 150 to 164);
– the table of fi nancial results over the last fi ve fi nancial years (page 276);
– the table of authorisations granted to increase the share capital (pages 144 to 145).
Authorisations granted to the Board of Directors to increase
the share capital and carry out other fi nancial transactions
The authorisations currently in force are as follows:
Issues of all securities giving a right to debt securities
Share buy-backs
Capital reductions by cancellation of treasury shares
144 VINCI __ 2008 ANNUAL REPORT
Date of
Shareholders’ Meeting
10/5/2007
(Twenty-fourth resolution)
15/5/2008
(Thirteenth resolution)
15/5/2008
(Eighteenth resolution)
Capital increases through capitalisation of reserves, profi ts and share premiums 10/5/2007
(Seventeenth resolution)
Issues, while maintaining the shareholders’ preferential subscription rights, of all shares and
securities giving access to the share capital of the Company and / or its subsidiaries
Issues of Oceane bonds, while cancelling shareholders’ preferential subscription rights,
by the Company and / or its subsidiaries
Issue of debt securities other than Oceane bonds giving access to the share capital, while
cancelling the shareholders’ preferential subscription rights
Increase of the amount of an issue if it is over-subscribed
Issues of all shares and securities giving access to the share capital to use
as consideration for contributions in kind made to the company in the form of shares
or securities giving access to the share capital
Capital increase reserved for employees of VINCI and its subsidiaries under group savings
schemes
Issue of shares in the Company following the issue by one or more subsidiaries of securities
giving access to the Company’s share capital
Authorisation to grant performance shares using existing shares
10/5/2007
(Sixteenth resolution)
10/5/2007
(Eighteenth resolution)
10/5/2007
(Nineteenth resolution)
10/5/2007
(Twentieth resolution)
10/05/07
(Twenty-fi rst resolution)
10/05/07
(Twenty-second resolution)
15/05/08
(Nineteenth resolution)
15/05/08
(Twentieth resolution)
Date of
expiry
Maximum amount of issue
(nominal value)
9/7/2009 €5,000 million
14/11/2009
14/11/2009
9/7/2009
€3,000 million
10% of the share capital
10% of the share capital over periods
of 24 months
9/7/2009 €200 million (shares) (2)
€5,000 million (debt securities) (3)
(2) (4)
9/7/2009 €100 million (shares)
(3) (5)
€3,000 million (debt securities)
(2) (4)
9/7/2009 €100 million (shares)
(3) (5)
€3,000 million (debt securities)
(2) (3)
9/7/2009 15% of the initial issue
9/7/2009 10% of the share capital
9/7/2009
14/7/2010
(1)
10% of the share capital (6)
2% of the share capital (7)
€100 million (4)
€200 million (2)
14/7/2011 1% of the share capital (8)
(1) Total amount of reserves, profi ts or shares premiums that may be capitalised.
(2) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Sixteenth, Eighteenth, Nineteenth, Twentieth and Twenty-fi fth resolutions adopted by the Shareholders’
Meeting of 10 May 2007 and the Nineteenth resolution adopted by the Shareholders’ Meeting of 15 May 2008 may not exceed €200 million.
(3) The cumulative amount of issues of debt securities that may be undertaken by virtue of the Sixteenth, Eighteenth, Nineteenth, Twentieth and Twenty-fi fth resolutions adopted by the Shareholders’
Meeting of 10 May 2007 may not exceed €5,000 million.
(4) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Eighteenth and Nineteenth resolutions adopted by the Shareholders’ Meeting of 10 May 2007 and the
Nineteenth resolution adopted by the Shareholders’ Meeting of 15 May 2008 may not exceed €100 million.
(5) The cumulative nominal amount of issues of debt securities that may be undertaken by virtue of the Eighteenth and Nineteenth resolutions adopted by the Shareholders’ Meeting of 10 May 2007 may
not exceed €3,000 million.
(6) The unit funds that hold the Company’s shares acquired through an increase in the share capital of VINCI, reserved for its employees and of which the subscription price was set with a discount against
the stock market price, may in no case as a consequence of one of the increases in the Company’s share capital carried out in accordance with the Twenty-second resolution adopted by the Shareholders’
Meeting of 10 May 2007 hold more than 10% of the shares representing the Company’s share capital at any time;
(7) The total number of shares that may be issued under this authorisation may not exceed 2% of the shares representing the share capital when the Board of Directors takes its decision;
(8) The total number of shares that may be granted under this authorisation may not exceed 1% of the shares representing the share capital when the Board of Directors takes its decision.