2. RELATIONS BETWEEN THE PARENT COMPANY AND SUBSIDIARIES 2.1 THE ROLE OF THE <strong>VINCI</strong> HOLDING COMPANY AS REGARDS ITS SUBSIDIARIES The <strong>VINCI</strong> holding company has no operational activities of its own. The Group’s operational activities are carried out by a large number of subsidiaries (there were 1,704 consolidated entities at 31 December <strong>2005</strong>), which are grouped under four business line lead companies: – <strong>VINCI</strong> Concessions, <strong>VINCI</strong> Energies, Eurovia, and <strong>VINCI</strong> Construction, Moreover, <strong>VINCI</strong> Immobilier, directly owned by <strong>VINCI</strong>, carries out the property activities previously carried out by Sorif and Elige. The holding company provides leadership and supervisory functions for the Group’s operating entities, supplying services and assistance to its subsidiaries in the following areas: 298 <strong>VINCI</strong> <strong>2005</strong> ANNUAL REPORT – participation in the drawing up and execution of subsidiaries’ strategies, in acquisitions and disposals, and in the study and implementation of industrial and commercial synergies within the Group; – provision of expertise in administrative, legal, human resources, tax, fi nancial and communication matters; – provision of benefi ts associated with the Group’s size and reputation, such as for example easier access to internationally recognised partners, optimisation of terms for fi nancing, purchases and insurance, facilitation of relations with public authorities, public relations, etc. 2.2 MOVEMENTS OF FUNDS BETWEEN THE <strong>VINCI</strong> HOLDING COMPANY AND ITS SUBSIDIARIES The main movements of funds between the <strong>VINCI</strong> holding company and its subsidiaries, other than the payment of dividends, are as follows: – payment for the holding company’s assistance to its subsidiaries: <strong>VINCI</strong>’s subsidiaries pay it a fee corresponding to the costs borne, recharged on the basis of the services provided. For <strong>2005</strong>, fees for assistance paid to <strong>VINCI</strong> by its subsidiaries amounted to €66 million; – centralised cash management: in general, subsidiaries’ cash surpluses are usually transferred through a cash pooling system to the holding company, which in return meets the subsidiaries’ fi nancing needs. The holding company acts on the money and fi nancial markets on its own behalf or on its subsidiaries’ behalf, investing and borrowing funds as necessary; – <strong>VINCI</strong> may also afford medium-term loans to certain subsidiaries. At 31 December <strong>2005</strong>, amounts due on such loans amounted to €8.6 million; – regulated agreements: please refer to the Report of the Statutory Auditors on regulated agreements on page 293.
3. INFORMATION ON <strong>VINCI</strong>’S SHARE CAPITAL All changes in share capital or in the rights attached to the shares are subject to general legal provisions. The corporate statutes do not provide for additional conditions (except as regards capital thresholds, see paragraph 1). Under the terms of the Nineteenth Resolution, the Ordinary and Extraordinary Meeting of Shareholders on 28 April <strong>2005</strong> decided to divide the 3.1 MOVEMENTS IN SHARE CAPITAL OVER FIVE YEARS GENERAL INFORMATION nominal value of the share by two. On 31 December <strong>2005</strong>, <strong>VINCI</strong>’s share capital amounted to €983,181,370 represented by 196,636,274 shares, each with a nominal value of €5, fully paid-up and all of the same class. <strong>VINCI</strong> shares are registered or bearer shares, at the shareholder’s choice, and may be traded freely. Capital increase/ Share premiums Number Number Share (reduction) arising on issues, of shares issued of shares capital (in €) contributions or or cancelled (1) outstanding (1) (in €) merger (in €) Position at 31 Dec. 2000 158,309,202 791,546,010 Group Savings Plan 30,403,080 119,425,875 6,080,616 165,245,566 826,227,830 Share subscription options exercised 4,278,740 5,972,017 855,748 159,164,950 795,824,750 Merger with Sogeparc 2,447,880 11,582,754 489,576 165,735,142 828,675,710 Merger with Sogepag 123,400 464,170 24,680 165,759,822 828,799,110 Position at 31 Dec. 2001 165,759,822 828,799,110 Share capital reduction – 30,835,930 – 164,629,763 – 6,167,186 165,746,734 828,733,670 Group Savings Plan 24,727,140 103,465,894 4,945,428 171,913,920 859,569,600 Share subscription options exercised 6,043,350 13,844,042 1,208,670 166,968,492 834,842,460 Position at 31 Dec. 2002 165,746,734 828,733,670 Share capital reduction – 4,200,000 – 22,671,065 – 840,000 164,906,734 824,533,670 Group Savings Plan 9,068,480 32,271,850 1,813,696 166,720,430 833,602,150 Share subscription options exercised 4,348,170 7,436,443 869,634 167,590,064 837,950,320 Position at 31 Dec. 2003 167,590,064 837,950,320 Share capital reduction – 55,335,000 – 402,166,161 – 11,067,000 156,523,064 782,615,320 Group Savings Plan 21,840,500 86,888,477 4,368,100 160,891,164 804,455,820 Share subscription options exercised 33,682,210 117,231,545 6,736,442 167,627,606 838,138,030 Position at 31 Dec. 2004 167,627,606 838,138,030 Share capital reduction – 12,500,000 – 112,613,432 – 2,500,000 165,127,606 825,638,030 Group Savings Plan 22,221,105 136,222,479 4,444,221 169,571,827 847,859,135 Share subscription options exercised 22,452,345 89,460,904 4,490,469 174,062,296 870,311,480 OCEANE conversion 2001-2007 57,341,310 458,730,480 11,468,262 185,530,558 927,652,790 OCEANE conversion 2002-2018 55,528,580 444,228,640 11,105,716 196,636,274 983,181,370 Position at 31 Dec. <strong>2005</strong> 196,636,274 983,181,370 (1) adjusted for the two-for-one share split in May <strong>2005</strong>. 299
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ANNUAL REPORT 2005
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EUROVIA VINCI CONSTRUCTION KEY 2005
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VINCI, the world’s leading integr
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VINCI gains new momentum With the A
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Corporate management structures BOA
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All business lines contributed to t
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Complementary business lines operat
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A growth course set by the concessi
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VINCI share price up 47% in 2005 In
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THE 2006 SHAREHOLDERS’ CALENDAR 1
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2005 Highlights Bernard Val, Chairm
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20 VINCI 2005 ANNUAL REPORT
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22 BUILDING AND MAKING A LONG-TERM
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KEY FIGURES In € millions and as
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VINCI CONCESSIONS WORLDWIDE EUROPE
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Top. ASF and Escota operate a netwo
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CONCESSIONS / ACTIVITÉ ASF recentl
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CONCESSIONS / BUSINESS REPORT 32 VI
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CONCESSIONS / BUSINESS REPORT Betwe
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A86 : DISCREET DOWN TO THE FINEST D
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The toll system of the future In Ma
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Top. Some 41,000 vehicles a day tra
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VINCI Park VINCI Park is present in
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44 VINCI 2005 ANNUAL REPORT and the
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Airport sector VINCI Concessions is
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CONSTRUCTION CONCESSIONS CONSTRUCTI
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ENERGY 51
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A leader in energy and information
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Top. For the Munich airport, German
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Acquisitions 16 companies acquired
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Top left. Design and implementation
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VINCI Energies at the Zénith conce
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ÉDITORIAL GRANIOU SUPPORTS NORTEL
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66 LEADER IN INFRASTRUCTURE CONSTRU
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KEY FIGURES In € millions and as
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EUROVIA / BUSINESS REPORT Brisk gro
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MATERIALS: A STRATEGIC FACILITY IN
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EUROVIA / BUSINESS REPORT NOxer ®
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Top left. Roadworks in the village
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EUROVIA / BUSINESS REPORT Design &
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CONSTRUCTION EUROVIA CONSTRUCTION E
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CONSTRUCTION 83
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French market leader and a world ma
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Above. The Granite tower under cons
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VINCI Construction Grands Projets
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ÉDITORIAL A BUILDING OF THE FUTURE
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The fl oating swimming pool To meet
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Civil engineering revenue +11.2 % S
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Top. Restructured so as to reduce t
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In the United Kingdom and Germany,
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101
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ÉDITORIAL Top. Standing alongside
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VINCI Immobilier will be developing
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A RESPONSIBLE GROUP 107
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Implementation of the Global Compac
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Priority areas and projects Limit t
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Commitments Guarantee the safety an
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COMBINING MOTIVATION AND SAFETY CFE
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DEVELOPING SKILLS VINCI’s trainin
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VINCI CONSTRUCTION SATISFACTION SUR
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Other social indicators A RESPONSIB
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REMUNERATION Remuneration and socia
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LEARNING TO LEARN The VINCI Foundat
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EMERGENCY AID ACTIVITIES The VINCI
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FICHE VINCI PREQUALIFICATION AND IM
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Above: Since 2005, VINCI’s approv
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A BUILDING THAT USES LESS ENERGY VI
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ISO 14001 CERTIFICATION GROWTH 2004
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IMPROVING THE ENERGY EFFICIENCY OF
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Optimising waste management VINCI c
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Above: After rehabilitation, Eurovi
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B/ NOISE POLLUTION Eurovia 2005 200
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UN GROUPE RESPONSABLE / RESPONSABIL
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Opinion of one of the Statutory Aud
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FINANCIAL STATEMENTS FINANCIAL STAT
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27. Market value of fi nancial inst
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2.1 APPOINTMENTS AND FUNCTIONS OF C
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Alain Dinin Age: 55 • 1997-2008 N
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Yves-Thibault de Silguy (suite) Wil
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The other eleven Directors are prom
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- in respect of the Company’s int
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The following table shows the Direc
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When he retired, he received €1,2
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CORPORATE GOVERNANCE Options Option
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REPORT OF THE CHAIRMAN REPORT OF TH
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3.4. INTERNAL AUDIT The internal au
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The third step, in 2003 and 2004, i
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REPORT OF THE STATUTORY AUDITORS IN
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Outside France, VINCI Energies’ r
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1.3 NET PROFIT Net profi t attribut
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The Group’s fi nancial structure
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1.3 CONCESSIONS The main risks in c
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C. INSURANCE 1. GENERAL POLICY Give
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D. OTHER INFORMATION 1. INVESTMENT
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CONSOLIDATED FINANCIAL STATEMENTS C
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CONSOLIDATED FINANCIAL STATEMENTS E
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STATEMENT OF CHANGES IN CONSOLIDATE
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2.2 EARLY REDEMPTION OF THE 2002-20
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1.1 FIRST-TIME ADOPTION OF IFRS - M
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Joint venture partnerships created
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- when borrowing is not intended to
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Cash management financial assets Ca
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- Hedge of a net investment in a fo
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1.2.2 Breakdown of revenue by locat
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FY 2004 CONSOLIDATED FINANCIAL STAT
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FY 2004 CONSOLIDATED FINANCIAL STAT
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4. SEGMENT INFORMATION BY GEOGRAPHI
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5.3 SHARE-BASED PAYMENTS The expens
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The income arising in the period fr
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E. NOTES TO THE BALANCE SHEET 10. I
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12.2 IMPAIRMENT LOSSES ON OTHER NON
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CONSOLIDATED FINANCIAL STATEMENTS 1
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15. LEASED ASSETS Property, plant a
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CONSOLIDATED FINANCIAL STATEMENTS 1
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20. CONSTRUCTION CONTRACTS 20.1 FIN
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The changes in capital in 2005 brea
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CONSOLIDATED FINANCIAL STATEMENTS I
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CONSOLIDATED FINANCIAL STATEMENTS 2
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Changes in the period CONSOLIDATED
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24. PROVISIONS During the period, c
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By business line, the analysis of n
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. Other bonds Other bonds break dow
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d. Finance leases The table below s
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