VINCI - 2005 annual report

As part of this sale, VINCI Construction granted VINCI a guarantee to cover
the commitments made by VINCI to General Utilities Holding and Vivendi
UK on the occasion of the repurchase in December 2000 by the Group
of its interest in Sogea Holdings UK for direct ownership.
This guarantee was not called during 2005.
Agreement with Vivendi Universal
On 30 June 1997, Compagnie Générale des Eaux (CGE, now known as
Vivendi Universal) and SGE (now known as VINCI) entered into an agreement
that stipulated certain special, and in particular fi nancial, terms in
connection with the acquisition by SGE of a further holding of 50% of
the shares of Compagnie Générale de Bâtiment et de Construction (CBC),
taking its total holding to 90%.
Under this agreement, CGE undertook to bear any consolidated losses of
the CBC group at 31 December 1997 as well as certain restructuring costs,
to indemnify SGE for certain risks relating to the operations of CBC in
Germany, to bear certain costs relating to assets that it was envisaged would
be sold, and to indemnify SGE for certain liabilities relating to disputes
and guarantees, potential tax and employment liabilities and certain losses
on construction projects in progress.
VINCI has not invoiced any amount under this agreement in 2005.
Agreement with Compagnie Générale
des Eaux
On 29 November 2000, VINCI sold all the Sogea Environnement shares
held by its subsidiary Sogea to Compagnie Générale des Eaux (now known
as Veolia Eau – Générale des Eaux).
As part of the transaction, VINCI entered into an agreement with Compagnie
Générale des Eaux on 21 December 2000, in which it undertook not
to conduct any business, either directly or indirectly, in outsourced
management of water networks or wastewater systems in France for a
period of fi ve years.
In the event of VINCI breaking this undertaking, it will be required to pay
Compagnie Générale des Eaux in damages and interest a sum equal to 15 %
294
VINCI 2005 ANNUAL REPORT
of the sales (excluding VAT) arising from the contract or contracts made
by one or more legal entities, in contravention of this undertaking.
No payment was made by VINCI to Compagnie Générale des Eaux in 2005
in respect of this undertaking.
Agreement with Sofi cot
On 28 September 2001, VINCI entered into an agreement with Sofi cot
concerning the study and analysis of investment projects proposed to
VINCI Innovation and also of disposal proposals in respect of VINCI
subsidiaries and businesses.
This agreement was entered into for a period of three years, renewable by
tacit agreement. It provides for the payment of a monthly fee of €21,200
(excluding VAT) and for the reimbursement of expenses and travelling
costs approved by VINCI.
In 2005, VINCI recognised expenses of €257,298 excluding VAT in respect
of this agreement.
Agreement with Sofi cot and AM Conseil
On 12 February 2002, VINCI entered into an agreement with Sofi cot and
AM Conseil for a period of one year, renewable by tacit agreement, retaining
them for a general consulting engagement relating to Group strategy and
development, and secondly for assistance with certain specifi c matters.
Under the general consultancy engagement, each company will receive
an annual fl at fee of €160,000 (excluding VAT), payable quarterly in
advance, together with reimbursement of expenses and travelling costs
approved by VINCI.
With respect to assistance on specifi c matters, the two companies will
receive a fee agreed in advance on each occasion with VINCI. The fee will
be proportionate to progress and will also depend on the origin of the
project, namely whether it was at the initiative of VINCI or of one of the
two companies.
In 2005, VINCI recognised expenses of €320,000 (excluding VAT) in respect
of remuneration for assignments carried out by Sofi cot and AM Conseil.