

| VINCI | 14/05/2009 AGM | |
|---|---|---|
| 1 | Approve Consolidated Financial Statements | For |
| 2 | 1)Approve Specific Luxury or Non Deductible Expenses amounting to € 83,437; 2)Approve the parent company's financial statements | For |
| 3 | Approval of the appropriation of income and of the dividend | For |
| 4 | Approve dividend reinvestment plan | Oppose |
| 5 | Election of Mr. Jean-Pierre Lamoure for a period of 3 years | Oppose |
| 6 | Reappointment of Mr. François David as Director for a period of 4 years | For |
| 7 | Reappointment of Mr. Patrick Faure as Director for a period of 4 years | Oppose |
| 8 | Election of Mr. Michael Pragnell as Director for a period of 4 years | For |
| 9 | Approve buy-back of the company shares | For |
| 10 | Approval of a regulated related-party agreement about funding of concession of tunnel Prado Sud in Marseille | For |
| 11 | Approval of a regulated related-party agreement about funding of concession of Stade du Mans | For |
| 12 | Approval of a regulated related-party agreement about funding of concession of Arcour | For |
| 13 | Approval of a regulated related-party agreement with Vinci Concessions | For |
| 14 | Approval of a regulated related-party agreements with Vinci Concessions | For |
| 15 | Approval of regulated related-party agreement with Vinci Concessions | For |
| 16 | Approval of regulated related-party agreements with Vinci Concessions | For |
| 17 | Approve potential reduction of the company 's capital by cancellation of Treasury stocks | For |
| 18 | Increase authorized capital by transfer of reserves Authorize an operation up to € 5 744 000 000 in nominal value; | For |
| 19 | Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital | For |
| 20 | Issue convertible bonds without pre-emptive subscription right (OCEANEs) | Oppose |
| 21 | 1)Global allowance for the issuance of capital related securities without pre-emptive right; 2)Approve issues of shares or other capital related securities as a payment for any public offer | Oppose |
| 22 | Greeshoe authorization on an issuance of shares with tradable pre-emptive rights | For |
| 23 | Delegation to issue shares and capital securities as consideration for contributions in kind made to the company | Oppose |
| 24 | Approve capital Increase for the employees | Oppose |
| 25 | Approve capital Increase for the employees of foreign subsidiaries | Oppose |
| 26 | Approve issuance of new stock option plans | For |
| 27 | Delegation of powers for the completion of formalities | For |