VINCI - 2005 annual report

3.2 AUTHORISATIONS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE
THE SHARE CAPITAL AND TO CARRY OUT OTHER FINANCIAL TRANSACTIONS
The authorisations currently in force are as follows:
Date Maximum amount
of Shareholders Date of issue
Meeting of expiry (nominal value)
Issues of bonds 14/05/03
or other debt securities (Eighth resolution) 13/05/08 €1,500 million
Issues of all securities giving 28/04/05
a right to debt securities (Twentieth resolution) 27/06/07 €2,000 million
28/04/05 €1,200 million (1)
Share buy-backs (Eighth resolution) 27/10/06 10% of share capital
28/04/05 10% of the share capital
Capital reductions (Ninth resolution)
06/06/02
27/10/06 over a period of 24 months
Capital increase through capitalisation of reserves (Fifteenth resolution) 05/06/07 (2)
Issues of all shares and securities giving a right
to a portion of the share capital, maintaining 28/04/05 €400 million (3) (shares)
the shareholders’ preferential subscription rights (Tenth resolution) 27/06/07 €2,000 million (4) (debt securities)
Issues of OCEANE bonds, removing 28/04/05 €200 million (3) (5) (shares)
the shareholders’ preferential subscription rights (Eleventh resolution) 27/06/07 €2,000 million (4) Issues of debt securities other than OCEANE bonds
(debt securities)
giving a right to a portion of the share capital, 28/04/05 €200 million (3) (5) (shares)
removing the shareholders’ preferential subscription rights (Twelfth resolution) 27/06/07 €2,000 million (4) (debt securities)
Increase of the amount of an issue 28/04/05
if it is over-subscribed (Thirteenth resolution) 27/06/07 15% of the initial issue (3)
Issues of all shares and securities giving a right
to a portion of the share capital to use as consideration 28/04/05
for contributions in kind made to the Company (Fourteenth resolution) 27/06/07 10% of the share capital
Capital increase reserved for employees 12/12/01
of VINCI and its subsidiaries (Fourteenth and
under group savings schemes Fifteenth resolutions) 11/12/06 10% of the share capital (6)
Capital increase reserved for employees
of certain VINCI subsidiaries 28/04/05
outside France under group savings schemes (Seventeenth resolution) 27/06/07 10% of the share capital (6)
Capital increases reserved for employees
of VINCI subsidiaries in the United States 06/06/02
under group savings schemes (Sixteenth resolution) 05/06/07 1% of the share capital (6)
Capital increases reserved for fi nancial institutions
or companies created especially under group
savings schemes for employees of certain VINCI 04/05/04
subsidiaries outside France (Twelfth resolution) 03/05/06 10% of the share capital (6)
14/05/03 5% of the share capital (subscription options) (7)
Share subscription or share purchase option plans (Tenth resolution) 13/07/06 10% of the share capital (purchase options) (8)
(1) Actual amount.
(2) Total amount of reserves that may be capitalised.
(3) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Tenth, Eleventh, Twelfth and Thirteenth resolutions adopted by the Shareholders Meeting of 28 April 2005 may not exceed
€400 million.
(4) These amounts are not cumulative; the aggregate ceiling for all the resolutions combined is €2,000 million.
(5) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Eleventh and Twelfth resolutions adopted by the Shareholders Meeting of 28 April 2005 may not exceed
€200 million.
(6) These amounts are not cumulative; the aggregate ceiling for all the resolutions combined is 10%.
(7) The number of subscription options granted by virtue of this authorisation cannot result in the creation of more than 5% of the share capital in issue on the date the Board grants the options.
(8) The number of purchase options granted by virtue of this authorisation cannot result at any time in VINCI holding more than 10% of the share capital in issue on the date the Board grants the options.
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VINCI 2005 ANNUAL REPORT