VINCI - 2005 annual report

PARENT COMPANY FINANCIAL STATEMENTS
3. AGREEMENT FOR WHICH PRIOR AUTHORISATION WAS NOT OBTAINED
We also submit to you our report on the agreements covered by Article
L.225-42 of the French Business Code.
In accordance with Article L.225-240 of this Code, we inform you that
this agreement was not authorised in advance by your Company’s Board
of Directors.
We are required, based on the information provided to us, to inform you
of the principal terms and conditions of these agreements and also the
circumstances in which authorisation was not obtained. We are not
required to express an opinion on the usefulness or appropriateness of
the agreements. It is your responsibility, pursuant to Article 92 of the
Decree of 23 March 1967, to assess the merits of these agreements for
the purpose of approving them.
Agreement with the subsidiary VINCI
Concessions
Directors concerned: Mr Antoine Zacharias and Mr Bernard Huvelin
On 20 December 2005, VINCI sold VINCI Concessions the 1,299,997
shares it owned in Consortium Stade de France, for €60 million.
Under this agreement, VINCI also transferred to VINCI Concessions its
undertakings made, as a shareholder of Consortium Stade de France,
to its partners, the French government, or banks, resulting from the
concession contract signed on 29 April 1995 and the shareholders’
agreement signed on 24 July 1995.
Under this agreement, VINCI Concessions has also declared taking
VINCI’s place, as from the date of the sale, in all VINCI’s commitments
towards Crédit Suisse First Boston and Financial Guaranty Insurance
Company under the agreement made with the shareholders of Consortium
Stade de France on 29 July 1998.
This contract which, by oversight, was not authorised in advance was
approved by the Board of Directors at its meeting on 9 January 2006.
Neuilly-sur-Seine and Paris, 2 March 2006
The Statutory Auditors
Deloitte & Associés Salustro Reydel
A member of KPMG International
Thierry Benoit Bernard Cattenoz Benoît Lebrun
Free translation of the original French text. For information purposes only.
295