VINCI - 2008 annual report

The authorisations proposed to the Shareholders’ Meeting of 14 May 2009 are as follows:
Share buy-backs
Capital reductions by cancellation of treasury shares
Capital increases through capitalisation of reserves, profi ts and share premiums
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
removing 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
Capital increases reserved for fi nancial institutions or companies created especially under
group savings schemes for employees of certain VINCI subsidiaries outside France.
Issue of share subscription or purchase options
Date of
Shareholders’ Meeting
14/5/2009
(Ninth resolution)
14/5/2009
(Seventeenth resolution)
14/5/2009
(Eighteenth resolution)
14/5/2009
(Nineteenth resolution)
14/5/2009
(Twentieth resolution)
14/5/2009
(Twenty-fi rst resolution)
14/5/2009
(Twenty-second resolution)
14/5/2009
(Twenty-third resolution)
14/5/2009
(Twenty-fourth resolution)
14/5/2009
(Twenty-fi fth resolution)
14/5/2009
(Twenty-sixth resolution)
Date of
expiry
13/11/2010
13/11/2010
13/7/2011
13/7/2011
13/7/2011
13/7/2011
Report of the Board of Directors
Maximum amount of issue
(nominal value)
€2,000 million
10% of the share capital
10% of the share capital over
periods of 24 months
€300 million (shares) (2)
€5,000 million (debt securities) (3)
€150 million (shares) (2)(4)
(3) (5)
€3,000 million (debt securities)
€150 million (shares) (2)(4)
(3) (5)
€3,000 million (debt securities)
13/7/2011 15% of the initial issue (2)(3)
13/7/2011 10% of the share capital
13/7/2011 1.5% of the share capital (6)
13/11/2010 1.5% of the share capital (6)
13/7/2012
1.5% of the share capital (7)
Other conditions (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 Nineteenth, Twentieth, Twenty-fi rst and Twenty-second resolutions adopted by the Shareholders’
Meeting of 14 May 2009 and the Nineteenth resolution adopted by the Shareholders’ Meeting of 15 May 2008 may not exceed €300 million.
(3) The cumulative amount of issues of debt securities that may be undertaken by virtue of the Nineteenth, Twentieth, Twenty-fi rst and Twenty-second resolutions adopted by the Shareholders’ Meeting of
14 May 2009 may not exceed €5,000 million.
(4) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Twentieth and Twenty-fi rst resolutions adopted by the Shareholders’ Meeting of 14 May 2009 and the
Nineteenth resolution adopted by the Shareholders’ Meeting of 15 May 2008 may not exceed €150 million.
(5) The cumulative nominal amount of issues of debt securities that may be undertaken by virtue of the Twentieth and Twenty-fi rst resolutions adopted by the Shareholders’ Meeting of 14 May 2009 may not
exceed €3,000 million.
(6) The total number of shares that may be issued under Twenty-fourth and Twenty-fi fth resolutions may not exceed 1.5% of the shares representing the share capital when the Board of Directors takes its
decision.
(7) The total number of options that can be allocated under the Twenty-sixth resolution cannot relate to a number of shares to subscribe exceeding 1.5% of the number of shares making up the share capital.
(8) Grants must relate to at least 1,500 benefi ciaries. The options granted to members of the Executive Committee may not exceed 10% of each grant, each benefi ciary may not be granted more than 1% of
each grant, the issue price of the shares may not be less than the average stock market price on the twenty trading days preceding the day of the Board of Directors’ meeting at which the options are
granted.
(1)
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