VINCI 10/05/2007 Combined
11)Approve Company Financial Statements;2)Approve Specific Luxury or Non Deductible Expenses amounting to € 67 265
2Presentation of the Group's Report and Financial Statements
3Approval of the appropriation of income and of the dividend
4Election of Mme Pascale Sourisse as Director, instead of Mr Willy Stricker, for a period of four years
5Election of M. Robert Castaigne as Director instead of Mr Serge Michel, for a period of 4 years.
6Election of M. Jean-Bernard Lévy as Director instead of Mr Bernard Val for a period of 4 years.
7Reappoint of Deloitte & Associés as Titular External Auditor for a period of 6 years.
8Appoint of KPMG SA as Titular External Auditor instead of Salustro Reydel for a period of 6 years.
9Elect BEAS Sarl as Substitute External Auditor for a period of 6 years.
10Elect Mr Philippe Mathis as Substitute External Auditor for a period of 6 years.
11Approve buy-back of the company shares
12Approval of regulated related-party agreements between VINCI and ASF Holding.
13Approval of regulated related-party agreements between VINCI and the Société Gastronomique de l'Etoile.
14Approval of a company commitment in favour of the Board chairman concerning an additional retirement pension.
15Approve potential reduction of the company 's capital (cancellation of Treasury stocks)
16Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital
17Increase authorized capital by transfer of reserves up to the maximum available reserves
181)Issue convertible bonds without pre-emptive subscription right with our without warrants; 2)Limit capital Increases for resolutions 16,18, 19, 20 and 25 at €200M
19Issue debt securities giving rights to a portion of the share capital
20"Green shoe" authorization
21Delegation to issue shares and capital securities as consideration for contributions in kind made to the company
22Approve capital Increase for the employees
23Delegation of powers to the Board of Directors to undertake share capital increases reserved for financial institutions or companies specifically created to set up an employee savings scheme for the benefit of the employees of some foreign subsidiaries
24Issue debt and derivative debt Securities
25Issue of bonds, (known as OBSAARs") with redeemable subscription and/or purchase warrants, with removal of the preferential subscription rights of shareholders for the benefit of certain categories of beneficiary (credit institutions)
26Split Nominal Value by 2 : 1 share now against 2 new shares of € 2,50
27Amend By-laws on the Board (article 11)
28Modify By-laws to introduce the record-date system (D-3) (article 17)
29Modify By-laws : article 10 bis
30Delegation of powers for the completion of formalities