VINCI - 2005 annual report

Changes in the breakdown of share capital and voting rights during the last three years
Position at 31/12/2005 Position at 31/12/2004 Position at 31/12/2003
Number % % of Number % % of Number % % of
of shares capital voting rights of shares capital voting rights of shares capital voting rights
Employees (company
mutual funds) 16,732,490 8.5% 8.8% 15,131,916 9.0% 9.3% 15,375,308 9.2% 9.6%
Treasury shares
Dalkia (Veolia
6,835,016 3.5% — 4,718,706 2.8%
— 8,244,544 4.9%
—
Environnement) — — — — — — 1,602,588 1.0% 1.0%
Other 173,068,768 88.0% 91.2% 147,776,984 88.2% 90.7% 142,367,624 84.9% 89.4%
Total 196,636,274 100.0% 100.0% 167,627,606 100.0% 100.0% 167,590,064 100.0% 100.0%
3.4 SHAREHOLDER AGREEMENTS
In November 2004, VINCI signed an agreement on share capital and
corporate governance with the French government and Autoroutes du
Sud de la France (ASF).
Its main terms are as follows:
– The French government undertakes to allow a Director proposed by
VINCI to be co-opted to the Board of Directors of ASF; under this undertaking,
VINCI was co-opted as a Director on 15 December 2004;
– VINCI undertakes not to increase its percentage holding of ASF share
capital to more than 23% during the duration of the agreement and to
register all the ASF shares it owns;
– VINCI undertakes, for as long as the ceiling on its holding applies, not
to seek the appointment of further Directors;
– VINCI undertakes to vote at Shareholders General Meetings in favour of
all concession agreements entered into by ASF and the French government
and all modifi cations to these contracts, whenever these contracts
or modifi cations have been approved by the Board of Directors of ASF;
– VINCI undertakes to maintain and encourage the independence of the
company’s management;
– VINCI’s representative on the Board of Directors of ASF will not take part
in any discussion and vote likely to constitute a confl ict of interest between
the two companies;
– VINCI grants the French government a right of fi rst refusal in the event
of the Group deciding to dispose of shares representing more than 5%
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VINCI 2005 ANNUAL REPORT
of ASF’s share capital and this includes disposal by VINCI of more than
5% of the share capital in successive disposals over a six-month period.
This agreement will end on 31 December 2007 or in one of the following
cases:
– if the French government’s holding falls to less than 50% of the share
capital;
– if a third party acquires a holding greater than 10% of ASF’s share capital;
– if a third party makes a public bid for ASF.
On 14 December 2005, the French Government decided to sell its 50.4%
shareholding in Autoroutes du Sud de la France to VINCI.
VINCI has not entered into any agreements, other than this agreement,
that could have a material effect on its share price. The formation of companies
by VINCI with other parties may result in agreements being made.
In particular, this relates to Cofi route, Consortium Stade de France, Doris
Engineering and companies formed specifi cally for the needs of securing
and managing concession operating agreements.
The main purpose of these agreements is to organise the respective rights
of shareholders in the event of the disposal of shares and, if applicable, to
set certain operating principles for the corporate governing bodies.