VINCI - 2005 annual report

31. REMUNERATION AND RELATED
BENEFITS AWARDED TO DIRECTORS
AND SENIOR MANAGEMENT
The terms of remuneration of VINCI officers are determined by the Board
of Directors following proposals from the Remuneration Committee.
CONSOLIDATED FINANCIAL STATEMENTS
Remuneration and related benefits paid to the Group’s Directors and senior
management recognised as an expense in the period amounted to:
(in € thousands) 2005
Executive Committee
Remuneration (1) 7,660.6
Employer’s social security contributions 3 075.1
Post-employment benefits 11,861.9
Directors’ fees 309.4
Lump-sums payable at end of contract 1,315.0
Share-based payments (2) 15,481.1
Board of Directors (3)
Directors’ fees 514.0
Total 40,217.1
(1) The remuneration awarded in respect of 2005 corresponds to the fixed and variable remuneration.
(2) The amount shown here is determined in accordance with IFRS 2 Share-based payment and the methods described in Note 22.4 Share-based payments.
(3) Excluding Directors who are members of the Executive Commitee.
F. POST BALANCE SHEET EVENTS
32. APPROPRIATION OF NET PROFITS FOR 2005
The Board of Directors finalised the consolidated financial statements at
31 December 2005, on 28 February 2006. These financial statements
will only become definitive when they have been approved by the Shareholders
General Meeting. The Board will propose to the Shareholders
33. ISSUE OF PERPETUAL DEEPLY
SUBORDINATED BONDS
In the context of financing the increase in its stake in ASF, at the beginning
of 2006 VINCI carried out a €494 million issue of perpetual deeply
subordinated bonds to international investors.
At an issue price of 98.831%, it pays an optional annual fixed coupon of
6.25% until November 2015. Thereafter, the coupon is a quarterly floating
rate with a 1.00% step-up. The bond is callable at par in November 2015
and at every coupon payment date afterwards.
Ordinary General Meeting a dividend of €2.0 per share for the year
which, taking account of the interim dividend already paid in December
2005 (€0.70 per share), means a balance to be paid of €1.30 per share,
corresponding to an amount of the order of €250 million.
This instrument, in accordance with IFRS, will be recognised as equity in
the 2006 financial statements.
Moreover, following receipt of the proceeds of this issue in February 2006,
VINCI decided to reduce the amount of its acquisition loan for ASF from
€4.2 billion to €3.87 billion.
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