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VINCI - 2008 annual report

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Report of the Statutory Auditors<br />

on the parent company fi nancial statements<br />

Year ended 31 December <strong>2008</strong><br />

To the Shareholders,<br />

Parent company fi nancial statements<br />

In accordance with our appointment as Statutory Auditors by your Shareholders’ General Meeting, we hereby <strong>report</strong> to you for the year ended<br />

31 December <strong>2008</strong> on:<br />

– the audit of the accompanying fi nancial statements of <strong>VINCI</strong>;<br />

– the justifi cation of our assessments; and<br />

– the specifi c verifi cations and information required by law.<br />

The fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these fi nancial statements, based<br />

on our audit.<br />

1. Opinion on the <strong>annual</strong> fi nancial statements<br />

We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and<br />

perform the audit in such a way as to obtain reasonable assurance that the fi nancial statements are free of material misstatement. An audit<br />

consists in examining, by sampling or other selection methods, evidence supporting the amounts and disclosures in the <strong>annual</strong> fi nancial<br />

statements. An audit also consists in assessing the accounting principles used, signifi cant estimates made and the overall presentation of the<br />

fi nancial statements. We believe that the information that we have collected provides a suffi cient and appropriate basis for our opinion.<br />

In our opinion, the fi nancial statements give a true and fair view of your Company’s fi nancial position, its assets and liabilities as of 31<br />

December <strong>2008</strong> and the results of its operations for the year then ended, in accordance with accounting principles generally accepted in<br />

France. Without qualifying the opinion expressed above, we draw your attention to Note B to the parent company fi nancial statements, which<br />

describes a change of accounting policy relating to the accounting treatment of share purchase and subscription option plans and free share<br />

plans benefi tting employees.<br />

2. Justifi cation of our assessments<br />

As required by Article L.823-9 of the French Commercial Code relating to the justifi cation of our assessments, we inform you of the<br />

following:<br />

– as disclosed in Note B.3 to the fi nancial statements presenting the accounting rules and methods relating to shares in subsidiaries and<br />

affi liates, your Company provides for impairment of investments in subsidiaries and affi liates whenever the cost of acquisition of the shares<br />

exceeds their value in use. We have examined the method of application and the assumptions used;<br />

– as mentioned in the fi rst part of this <strong>report</strong>, Note B to the fi nancial statements describes a change of accounting policy relating to the<br />

accounting treatment of share purchase and subscription option plans and free share plans benefi tting employees. In assessing the accounting<br />

rules and principles adopted by your company, we have satisfi ed ourselves that the change was justifi ed and appropriately presented.<br />

These assessments were made as part of our audit of the <strong>annual</strong> fi nancial statements taken as a whole and have therefore contributed to the<br />

formation of our opinion, given in the fi rst part of this <strong>report</strong>.<br />

3. Specifi c verifi cations and information<br />

We have also carried out the specifi c verifi cations required by law.<br />

We have no comment to make as to:<br />

– the fair presentation and consistency with the <strong>annual</strong> fi nancial statements of the information given in the <strong>report</strong> of the Board of<br />

Directors and in the documents addressed to the shareholders, with respect to the fi nancial position and the <strong>annual</strong> fi nancial statements;<br />

– the fair presentation of the information given in the <strong>report</strong> of the Board of Directors on the remuneration and benefi ts paid to company offi cers<br />

and on the commitments made in their favour at the time of commencement, modifi cation or cessation of their duties or afterwards.<br />

In accordance with French law, we have ascertained that the appropriate disclosures have been provided in the Board of Directors’ <strong>report</strong> with<br />

regard to the identity of shareholders and holders of voting rights.<br />

KPMG Audit<br />

Department of KPMG S.A.<br />

Patrick-Hubert Petit Philippe Bourhis<br />

Paris La Défense and Neuilly-sur-Seine, 23 March 2009<br />

The Statutory Auditors<br />

Deloitte & Associés<br />

Jean-Paul Picard Mansour Belhiba<br />

This is a free translation into English of the statutory auditors’ <strong>report</strong> issued in French and is provided solely for the convenience of English speaking users.<br />

This <strong>report</strong> should be read in conjunction whith, and is construed in accordance with, French law and professional auditing standarts applicable in France.<br />

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