2012 Vinci Annual Report

2012 ANNUaL
REPOrT
French public limited company (Socit anonyme) with capital of 1,449,044,392.50 Registered office: 1 cours Ferdinand de Lesseps 92500 Rueil Malmaison - France Registration number: 552 037 806 RCS Nanterre www.vinci.com
CHANGES MADE TO THE 2012 REGISTRATION DOCUMENT FILED WITH THE AUTORITE DES MARCHES FINANCIERS (AMF THE FRENCH SECURITIES REGULATOR) ON 27 FEBRUARY 2013 UNDER THE NUMBER D.13-0085
This registration document, prepared on 26 April 2013 under the responsibility of the Chairman and Chief Executive Officer, supersedes the version filed with the French securities regulator (AMF) under the number D.13-0085 on 27 February 2013. That version contained an error in Note 15.2 to the consolidated financial statements relating to the financial information on companies accounted for under the equity method. The error was not identified until after approval of the financial statements by the Shareholders General Meeting on 16 April 2013. Contrary to what was shown under Contracting and VINCI Immobilier in the second table of the note in question, net financial debt of companies accounted for under the equity method was 651.1 million (not 174.7 million) in 2012. With the exception of this clarification, which has been added as a footnote, no other change has been made to the registration document.
Below is the table as it now appears on page 229 of the 2012 registration document available on VINCIs website at www.vinci.com
31/12/2012 (in millions) Income statement Revenue Operating income Net income Balance sheet Non-current assets Current assets Equity Non-current liabilities Current liabilities Net financial debt 2,818.0 652.4 310.8 (2,976.8) (804.5) (2,705.2) 1,805.3 1,090.5 (629.6) (1,192.1) (1,074.0) (174.7) (*) 4,623.3 1,742.9 (318.8) (4,168.9) (1,878.5) (2,879.9) 2,118.6 544.4 197.5 (2,141.5) (719.1) (1,994.1) 543.5 114.4 3.5 1,708.2 127.3 78.6 2,251.7 241.7 82.1 502.0 75.6 (17.2) Concessions Contracting and VINCI Immobilier Total Concessions
31/12/2011 Contracting and VINCI Immobilier 1,670.6 134.7 67.6 1,485.6 1,051.4 (609.5) (918.3) (1,009.0) (516.6) Total 2,172.6 210.3 50.5 3,604.2 1,595.8 (412.0) (3,059.8) (1,728.1) (2,510.8)
(*) Additional information inserted on 26 April 2013: Contrary to what is shown under Contracting and VINCI Immobilier above, net financial debt of companies accounted for under the equity method was 651.1 million (not 174.7 million) in 2012. Total net financial debt of companies accounted for under the equity method was therefore 3,356.3 million at 31 December 2012 instead of 2,879.9 million.
Contents
2012 Annual Report
01 Profile 02 2012 Album 12 Message from the Chairman and CEO 13 Corporate governance 14 Corporate management structures 16 Strategy and outlook 18 Sustainable development 30 Stock market and shareholder base 32 Concessions 109 General & financial elements 110 Report of the Board of Directors 179 Report of the Chairman of the Board on
34 VINCIs concessions worldwide 36 VINCI Autoroutes 50 VINCI Concessions 66 Contracting 80 Eurovia
68 VINCI Energies 92 VINCI Construction
corporate governance and internal control procedures 194 Report of the Vice-Chairman and Senior Director of the Board of Directors 195 Consolidated financial statements 276 Parent company financial statements 293 Special report of the Statutory Auditors on regulated agreements and commitments 298 Persons responsible for the registration document 299 Registration document table of correspondence
Key figures
Group
38.6 billion
Revenue (1)
20.7 billion
Market capitalisation at 31 December 2012
Revenue
(in millions)
Operating income from ordinary activities

(in millions and as a percentage of revenue (1))
36,956 (1)
690
38,634 (1)
550
3,660
3,671
13,394
14,310
23,562
24,324
9.9%
9.5%
2011
2012
2011
2012
France International Concession subsidiaries works revenue
Revenue by geographical area (1)

(in millions and as a percentage)
France Germany United Kingdom Benelux Central and Eastern Europe Rest of Europe Americas Africa Asia, Middle East, rest of the world
24,324 2,374 2,257 1,614 2,001 1,101 1,832 1,695 1,435
63.0% 6.1% 5.8% 4.2% 5.2% 2.8% 4.8% 4.4% 3.7%
Workforce at 31 December
Concessions Contracting
15,450 176,522
8.0% 91.6% 0.4%
Property and holding companies 729
1,917 million
Net income attributable to owners of the parent
265,000
projects (2)
192,701
employees worldwide (3)
Cash flow from operations (4)
Net financial debt at 31 December

(in millions)
1,904
1,917
5,366
5,418
12,590
12,527
5.2%
5.0%
14.5%
14.0%
2011
2012
2011
2012
2011
2012
Revenue by business (1)

Operating income from ordinary activities by business

Concessions Contracting Property and intragroup eliminations
5,354 33,090
13.9% 85.6%
Concessions Contracting Property and holding companies
2,159 1,403
58.8% 38.2%
190
0.5%
109
3.0%
Net income attributable to owners of the parent by business

Cash flow from operations by business (4)

886 915
46.2% 47.7%
3,372 1,875
62.2% 34.6%
116 6.1%
172
3.2%
(1) Excluding concession subsidiaries works revenue. (2) Estimate. (3) At 31 December 2012. (4) Before tax and financing costs.
VINCI 2012 Annual Report
Profile
VINCI is a global player in concessions and construction, employing close to 193,000 people in some 100 countries. We design, finance, build and operate infrastructure and facilities that help improve daily life and mobility for all. Because we believe in all-round performance, above and beyond economic and financial results, we are committed to operating in an environmentally and socially responsible manner. And because our projects are in the public interest, we consider that reaching out to all our stakeholders and engaging in dialogue with them is essential in the conduct of our business activities. VINCIs goal is to build long-term value in this way for its customers, shareholders and employees, and for society at large.
Group
2012 Album
Group
The year in facts and images
Training equipment operators
Before joining a worksite, earthmoving equipment operators receive six weeks of classroom instruction provided by local training organisations, followed by four weeks of practical training focused mainly on equipment operation, which includes 70 hours of practice on a several-hectare site specially developed at each training hub to simulate worksite conditions. During practice, trainees are supervised by a professional instructor and a mentor from one of the consortium companies. Beyond preparing employees to work on this project, the extensive training effort will have a lasting impact on the regions.
Group 2012 Album
Dominique Morin
Regional director, Poitou-Charentes Ple Emploi
State-run job centre Ple Emploi serves as the point of contact for local recruitment for the SEA HSL project. We work closely with COSEA to match recruits with requirements. Ple Emploi has established a special regional coordination unit in the construction companys premises to work closely with its human resource teams. In addition, to ensure recruitment throughout the region and to reach out to job-seekers, we have set up other teams along the route.
SEA HSL: a highspeed workforce development project

The SEA Tours-Bordeaux HSL is set to become one of the largest rail infrastructure projects of our time, encompassing a 302 km high-speed line, 415 bridges and tunnels and 240 hydraulic structures. Before that, however, it has become a major workforce development project. The concession and construction company has committed to recruit and train 1,200 people locally (the actual number will exceed 1,400), of which 400 registered on work integration programmes. To achieve this, a special public-private partnership has been set up by COSEA, the construction joint venture, and government departments, regional and departmental councils, local authorities, chambers of commerce and industry, and work integration companies. By the end of 2012, 1,000 people (two-thirds of whom met the integration through work criteria) had been hired. Nine training hubs five for earthworks and four for civil engineering had been set up along the route. In their first nine months of operation, between March and December 2012, these hubs trained nearly 900 people. On its own initiative, COSEA, later joined by concession company LISEA, worked with the Fondation VINCI to create a project-specific solidarity fund, known as Sillon Solidaire, with an annual budget of 310,000. The fund provides financial assistance and employee sponsors to support non-profit organisations combating social exclusion in the regions along the SEA line. A social and economic observatory was also created in 2012 under LISEA operational management. It will be tasked with tracking the projects socioeconomic impact on the regions concerned for a period of 10 years once the line is open.
Group 2012 Album
Group 2012 Album
Leary Myers
Chairman of the National Water Commission (NWC)
Water supply networks: support for developing countries

Since 1999, VINCI Construction Grands Projets has carried out around 10projects for the NWC in Jamaica. We now supply safe drinking water to almost 73% of the population; our goal is to reach 85% within the next five or six years. I knew of the companys reputation before becoming chairman. Since then, Ive been able to form excellent working relations with it, because the company is responsible and it knows our country well and the environment here. Thats what we expect of a partner. What we find particularly satisfactory in our collaboration with VINCI is above all the quality of the work and that schedules and budgets are respected. What we also want is that our partners expertise be shared with local subcontractors so that they can provide repair and maintenance work under contracts with us.
VINCI Construction Grands Projets is working on a growing number of projects in the water sector in countries around the world, and particularly in developing countries. Since 1999, the company has been participating in the programme to renovate Jamaicas water treatment plants and distribution systems, and carrying out significant metering improvement or replacement works. In total, almost 120 km of water supply pipes have been installed in Jamaica, over 2,000 km of supply systems have been audited and more than 95,000 water meters installed or replaced. Work has been carried out on water treatment systems representing capacity of 375,000 cubic metres per day. Close to 1 million users have benefited from this work, several thousand of which did not previously have access to running water. Drinking water supply, which was previously limited to just a few hours a day, now operates up to 24/7 for several of the islands networks. In an extension to the first phase of the Jamaica Water Supply Improvement Project recently completed in the capital, Kingston voted the Jamaican Institution of Engineers Project of the year 2012 (out of all engineering projects carried out on the island) VINCI Construction Grands Projets has been awarded a new phase of works. This latest contract is to replace the water transfer pipes to Kingston, rehabilitate one major north-east coast water treatment plant, carry out major repairs to two others, improve two rural water supply systems, and implement a second phase of meter replacements or installation across the island. A new contract was also signed in Port Antonio for a project covering the supply and installation of urban pipelines for drinking water, sewerage and drainage, as well as dredging and construction works for coastal defence. The clients latest show of confidence is a demonstration of the companys excellent knowledge of the local context, technical expertise and capacity to work in close collaboration with the client. In 2012, VINCI Construction Grands Projets also worked on projects to improve water supply systems in Djibouti, Pakistan, SriLanka and Vietnam.
Group 2012 Album
Group 2012 Album
Alain Masson
Vice-Chairman of Brest Mtropole Ocane, responsible for sustainable development and major projects
We are proud and satisfied with the essential work accomplished with the tramway coming into service. Despite the drawbacks inherent to this type of development project, the works were completed in line with the initial schedule and budget and this is worth stressing without any serious accident. Leaving aside landmark moments like the welding of the first and last rails and, of course, the arrival of the first tram, what strikes me is the extra ordinary change it has brought to some very characteristic areas of the city. Im thinking in particular of the Pontanzen area. What with the arrival of the tram and the urban regeneration operation, you feel youre living in a completely different neighbourhood! This is the advantage of this type of project, which provides an opportunity to rethink a whole section of a city. In addition, the arrival of the tramway contributes to a more positive perception of the city for residents and visitors alike and also to the dynamism of the urban community as a whole.
The Brest tramway: driver of urban beautification

In 2010, Eurovia and ETF-Eurovia Travaux Ferroviaires, in a consortium with two local firms, convinced Brest Mtropole Ocane to entrust them with full delivery of the urban communitys first tram line. Over 36 months, the teams as many as 70 during peak periods built a 14.3 km line connecting the main residential and business neighbourhoods from the districts of Guipavas and Guesnou to the west and Plouzan to the east. Eurovia and ETF-Eurovia Travaux Ferroviaires carried out all the work required to develop the tramway, a landmark project for the city: deconstruction of existing buildings and facilities, re-routing of utilities, construction of the platform, end-to-end infrastructure works, installation and adjustment of the track and the overhead contact line, surfacings, creation of parkand-ride facilities, signalling equipment, and fitting out the 27 stops and other facilities. For three years, they had to both minimise the impact of the worksite for local residents and shops and keep up the pace to respect the opening date, set for 23 June 2012. They delivered on their promises and the welcome given this new mode of green transport by Brest residents didnt disappoint their expectations.
Group 2012 Album
Group 2012 Album
Raymond Vial
Chairman of the Loire Chamber of Agriculture
Collaboration between the farming world and ASF wasnt a foregone conclusion. The first contacts were tense, but in the end we all realised that since the motorway was going to go ahead, we had to work together and learn to understand each other. Everyone worked hard on the ground and on a case-by-case basis, and made an effort to smooth out the rough edges and find the best solution for every farmer whose land was affected by the motorway. This process of consultation made it possible to conduct a whole series of land release operations. In the Loire dpartement, 200 hectares of farmland were set aside and redistributed, with most farmers being given the equivalent of what they had lost, either in terms of surface area or agronomic value.
Shared governance for the A89 motorway

As is now the tradition, local residents on foot, bicycle or push scooter were the first to discover the new and last section of the A89 motorway, which was opened to visitors in December 2012 before its inauguration on 19 January 2013. The entry into service of this 53 km section between Balbigny and La Tour de Salvagny marked the completion of this major 500 km transversal artery linking the west coast city of Bordeaux to the outskirts of Lyon in just five hours 15minutes. The last section represented a 1.5billion investment for VINCI Autoroutes and 8.5 million hours of work for the 2,000companies of all sizes including VINCI companies that participated in the project. From the first studies right through to full entry into service, the project involved proactive collaboration between the public and private players that share its governance: government departments, elected officials and local authorities, motorway concession companies, official farmers associations, construction companies, non-profits and civil society, and client representatives. This ongoing dialogue with stakeholders focused in particular on the environmental aspects. From defining biodiversity conservation measures to environmental training for all project teams, the nature protection non-profit organisations were involved throughout the design and construction of the motorway. They will also be included in the monitoring system that has been set up. Framed by a specific agreement, the system will make it possible to check, over time, the effectiveness of the biodiversity conservation measures put in place.
10
Group 2012 Album
Group 2012 Album
11
Marc Sohet
Vice President, Engineering, GSK Vaccines
What GSK Vaccines expects of its suppliers is that they deliver on their commitments in terms of schedule, quality of works, and the performance of all the systems and equipment supplied. The different VINCI entities, each with their own expertise, work hard to meet these expectations (the what) and they do it very effectively in terms of technological innovation and their command of complex technical projects (the how). This gives them a genuine competitive lead. Combined with the high level of communication, whether technical, commercial or strategic, this makes the VINCI Group an ideal partner for GSK Vaccines in civil engineering, electricity, air conditioning and clean piping(*). As a group, VINCI is capable of covering a large part of the needs related to construction of new laboratories.
Networks with very strict specifications

In 2012, GSK Vaccines awarded VINCI Energies Belgium the E&I (electricity and instrumentation) and clean piping(*) works packages on the WN 158 project, a new vaccines production unit in the heart of the complex built for GSK in Wavre, Belgium. The configuration of the building, which houses production facilities for different vaccines over two floors, requires compliance with the very stringent specifications required for sterile environments and introduces special constraints in carrying out the works, which were awarded to Cegelec Building Project (mains and low-voltage electricity) and Cegelec Ensysta (clean piping). All the technical installations are located in the false ceilings so that operatives do not have to enter sterile rooms to work on them. Given the density of the installations, this special requirement made it essential to have perfect coordination between the different companies involved in the execution phase. For the electricity part, the works entailed installing 16,000 metres of cable trays, 4,400 lighting devices, 1,650 fire detectors, 54 instrument panels and one 400 Kva UPS unit, plus structured fibre optic and copper networks and equipment for access control and environment monitoring in the clean zone. The clean piping package involved 29,000metres of piping, 1,800 manual valves, 500 pneumatic valves, 13 preparation vats connected to thermal control units, and more. To ensure overall control of the technical work, coupled with the time challenge (16 months to carry out the job), a project manager was appointed to supervise and coordinate the 181 employees of the two companies working on the project, while acting as the clients sole point of contact for all aspects.
(*) Engineering, implementation and piping tests (tap water, purified water, clean steam, clean compressed air).
12
Message from the Chairman and CEO

VINCI enjoyed another vigorous year in 2012. Our growth strategy passed an important milestone at the end of the year with the plan to acquire the Portuguese airports previously managed by the state, including the Lisbon hub. We expect to close the deal sometime in the middle of 2013. VINCI Airports thus now emerges as a front-rank international player in a market stimulated by constant growth in air traffic. The move also represents another major step forward in the Groups expanding Concessions business, seven years after becoming Europes number one motorway operator with the formation of VINCI Autoroutes. Key figures for 2012 once again show how sturdy our model is, with revenue up 4.5%, and a slight increase in operating income and net income despite tough business conditions, in Europe especially. In France, the pace of work is quickening on the SEA ToursBordeaux high-speed rail link, and is set to reach full speed in 2013, confirming our Groups outstanding capacity to harness its resources and extract synergies from all its business lines. On our motorways, we illustrated our role as an investor serving the public interest via the hundreds of environmental projects making up the green motorway package and by completing the A89 near Lyon. Meanwhile, the operational synergies between our different motorway networks allowed us to go on improving profitability even though traffic growth was flat. In our Contracting business, our companies held up well overall in France and the rest of Europe, even though economic conditions were tougher than in 2011. They expanded in markets outside Europe thanks to a combination of dynamic local networks and significant new contracts for major projects. While expanding in Concessions and pursuing our strategy of balancing growth between our two main businesses, we have continued to make acquisitions in the Contracting business. The takeover of GAGruppe has made VINCI Energies a major player in its business activities in Germany, with solid positions in the industrial and energy sectors, notably. Outside the European Union, we have stepped up our international expansion with further moves into new growth markets, acquiring two companies in India (one in roadworks and the other in automated systems for industry), while the acquisition of Carmacks in Canada has extended Eurovias presence in the province of Alberta. The 2% growth in our order book over the year, to 31.3billion at year-end, is grounds for confidence. It also gives us the visibility we need to take timely but essential measures in those markets hardest hit by business conditions, which are likely to remain weak in 2013. Looking further ahead, the forces driving growth in our markets are as powerful as ever. The major challenges facing tomorrows world are urban growth, mobility, and the energy transition. Our business activities are central to those challenges, and VINCIs profile is fully aligned with the trend in our markets towards ever more comprehensive and more complex projects. We aim to deepen this model going forward so that the Group becomes more international, providing ever more creative products and services and more comprehensive solutions. We will be partnering our clients and engaging in proactive dialogue with stakeholders in our projects, in order to build the amenities and infrastructure that tomorrows world demands.
Group
The forces driving growth in our markets are as powerful as ever, and our businesses are central to the challenges of tomorrow.
Xavier Huillard
Corporate governance
Group
13
Board of Directors
Xavier Huillard
Chairman and Chief Executive Officer, VINCI
Audit Committee
This committee helps the Board monitor the accuracy and fair presentation of VINCIs consolidated and parent company financial statements, as well as the quality of financial information.
Composition:
Yves-Thibault de Silguy lisabeth Boyer
Vice-Chairman and Senior Director of the Board, VINCI
Operations control centre supervisor, Cofiroute Chairman of the Supervisory Board of the Castor and Castor Relais corporate mutual funds
Robert Castaigne Franois David(1) Patrick Faure(1)
Henri Saint Olive (Chairman) Robert Castaigne Michl Pragnell Pascale Sourisse
Former Chief Financial Officer and former member of the Executive Committee, Total
Honorary Chairman, Coface SA
Appointments and Corporate Governance Committee

This committee examines all candidacies for appointments to the Board, prepares recommendations on the appointment of executive company officers and succession planning, and ensures the rules of corporate governance are applied.
Composition:
Chairman, Patrick Faure et Associs
Dominique Ferrero
Adviser to the Chairman of Natixis
Jean-Pierre Lamoure Jean-Bernard Lvy
Chairman of the Supervisory Board, Atlantic SFDT
Yves-Thibault de Silguy (Chairman) Patrick Faure Dominique Ferrero
Chairman and Chief Executive Officer, Thales
Michael Pragnell(2) Henri Saint Olive Pascale Sourisse
Strategy and Investments Committee

This committee helps the Board develop the Groups strategy. It examines proposed investments and divestments that could have a material impact on the Groups consolidation scope, business activity, results or stock market performance.
Composition(3):
Chairman of the Council of Trustees, Cancer Research UK
Chairman of the Board, Banque Saint Olive
Senior Vice-President, International Development, Thales
Qatari Diar Real Estate Investment Company
Company registered under Qatari law, represented by Abdul Hamid Janahi
Individuals whose appointments as Directors are proposed to the Shareholders General Meeting of 16 April 2013
Yves-Thibault de Silguy (Chairman) lisabeth Boyer Jean-Pierre Lamoure The permanent representative of Qatari Diar Real Estate Investment Company
Yannick Assouad
Remuneration Committee
This committee proposes the terms and conditions of remuneration of company officers to the Board.
Composition:
Chief Executive Officer, Aircraft Systems, Zodiac Aerospace
Graziella Gavezotti
Chief Operating Officer, Southern Europe, Edenred
(1) The appointments of Franois David and Patrick Faure will expire at the close of the Shareholders General Meeting of 16 April 2013. (2) Renewal of appointment for a period of four years proposed to the Shareholders General Meeting of 16 April 2013. (3) Permanent members. The Strategy and Investments Committee is open to any member of the Board who wishes to participate.
Jean-Bernard Lvy (Chairman) Robert Castaigne Franois David
14
Corporate management structures
Group
11
12
2013 Executive Committee

The Executive Committee is responsible for managing VINCI. It met 22 times in 2012.
Xavier Huillard
2
Chairman and Chief Executive Officer, VINCI
Jean Rossi
5
Chairman, VINCI Construction
Christian Labeyrie
Executive Vice-President and Chief Financial Officer, VINCI 3
Jacques Tavernier
6
Chairman and Chief Executive Officer, Eurovia
Richard Francioli
Louis-Roch Burgard
Chairman, VINCI Concessions 7
Executive Vice-President, Contracting, VINCI
Pierre Coppey
Chairman, VINCI Autoroutes
Group Corporate management structures
15
2013 Management and Coordination Committee

The Management and Coordination Committee brings together the members of the Executive Committee and senior VINCI executives. Its remit is to ensure broad discussion of VINCIs strategy and development. It met four times in 2012.
Herv Adam
4 5
Chief Executive Officer, VINCI Energies France
Pierre Anjolras
Chief Operating Officer, Eurovia
Managing Director, CFE Chairman, VINCI Construction France
Renaud Bentgeat Grard Bienfait Alain Bonnot
Chairman, VINCI Construction Grands Projets
Chairman and Chief Executive Officer, Entrepose Contracting
Dominique Bouvier Philippe Chavent Serge Clmente
Chairman, Sogea-Satom Chairman and Chief Executive Officer, VINCI Park
10
Deputy Managing Director, Eurovia
Dominique Collomp
Philippe-Emmanuel Daussy Arnaud Grison
Chairman and Chief Executive Officer, Escota Chief Executive Officer, VINCI Facilities
Honorary Chairman, Soletanche Freyssinet
Jean-Pierre Lamoure
Olivier de la Roussire Bernard Latour Patrick Lebrun

13
Chairman, VINCI Immobilier Chief Executive Officer, VINCI Energies International Deputy Managing Director, VINCI Energies Deputy Managing Director, Operations, ASF Executive Vice-President, Programme Management, VINCI Concessions
Sbastien Morant
11
Bruno Dupety
9
Chief Operating Officer, VINCI Construction
Franck Mougin
Christophe Pelissi du Rausas Loc Rocard
Vice-President, Human Resources and Corporate Social Responsibility, VINCI 12
Yves Meigni
Chief Executive Officer, Cofiroute
Chairman and Chief Executive Officer, VINCI Energies 10
Pierre Duprat
13
Vice-President, Corporate Communications, VINCI
Executive Vice-President, Business Development, VINCI Concessions
Fadi Selwan
John Stanion
Jean-Luc Pommier
Vice-President, Business Development, VINCI
Patrick Richard
Chairman & Chief Executive, VINCI plc
General Counsel, VINCI Secretary to the Board of Directors
Jrme Stubler Guy Vacher
Chief Executive Officer, Soletanche Freyssinet Chief Operating Officer, Eurovia
16
Strategy and outlook
Group
Combining growth and resilience
The key to VINCIs strategy is the three-way fit between its Concessions business and its Contracting business (the latter comprising Energy, Roads and Construction), in terms of: operating cycles: long in Concessions, and short to medium term in Contracting; financial considerations: Concessions are capital intensive and generate recurring revenues, whereas Contracting requires relatively little capital but is structurally cash positive; mutually reinforcing expertise: programme organisation and financing, and project management during construction and operation in Concessions; and the capacity to design, build and maintain complex structures in Contracting. This strategic model has served VINCI well since its inception, underpinning its expansion in times of economic growth and providing resilience in a cyclical downturn. VINCIs managerial culture combines decentralisation and autonomy for its operating subsidiaries with empowerment for its managers and a networked approach to operations. These underlying principles encourage individuals and groups to perform to their best, while making VINCI companies exceptionally responsive to market conditions. In todays uncertain economic climate, VINCIs first priority is to consolidate the fundamentals underpinning its strategic model. Its deployment across a broad array of business activities and a growing number of markets and regions is making it sturdier than ever. Moreover, the medium-term visibility afforded by the Contracting businesss order book allows these business lines to adjust swiftly to cyclical shifts. Inturn, this responsiveness allows the Group to anticipate market developments. Rigorously applied principles now hard-wired into the Groups managerial reflexes starting with selective order-taking, tight control of overheads and a ceaseless quest for productivity gains will preserve the margins and competitiveness of VINCIs companies.
01
Balanced growth across VINCIs two main businesses
VINCIs strategy is to continue building on this model and achieve balanced growth in its two main businesses. Major recent external growth operations illustrate this strategy. Theacquisition of ASF in 2006 and the subsequent creation of VINCI Autoroutes brought about a change of scale in Concessions. In recent years, the Group has focused on building up its Contracting business, with such major deals as the acquisitions of Soletanche Bachy, Entrepose Contracting and Taylor Woodrow in
01 With the takeover now in progress of ANA, which holds the concession for Portugals 10 main airports, VINCI is entering into a new phase in the development of its Concessions business.
Construction; of ETF (rail sector works) and Tarmac (quarry products) in Roads; and of Etavis, Cegelec and GA Gruppe in Energy, tomention the most important of these. The takeover now in progress of ANA, which holds the concession for Portugals 10main airports (see p. 56), ushers in a new phase in the development of the Concessions business. In addition to structurally important operations like these, the two businesses intend to pursue their robust expansion. Amajor focus of external growth in Contracting will be VINCI Energies business activities along with highly technical activities with global prospects, such as specialised civil engineering, and oil and gas infrastructure.
Group Strategy and outlook
17
Faster international growth
The 2012 acquisitions of NAPC and Vasundara in India and of Carmacks in Canada, coming on top of the major deals in Germany and Portugal already mentioned, are evidence of VINCIs drive to speed up its international expansion. While the main focus in Europe is on the most promising businesses and markets there, VINCI is seeking new growth opportunities outside the European Union. VINCI will pursue this strategy through targeted acquisitions and vigorous organic growth. This implies leveraging the good fit between its networks of local operations, its internationally active specialty businesses, and its dedicated large projects divisions. Significant recent contracts won in Africa, the Asia-Pacific region and on the American continent show that this drive is paying dividends.
Milestones
1891 Creation of Grands Travaux de Marseille (GTM). 1899 Creation of Girolou (power plants and grids, concessions). 1908 Creation, as part of Girolou, of Socit Gnrale dEntreprises (SGE). 1946 SGE, heavily involved in electricity until the sector was nationalised, moves into building and civil engineering. 1966 Compagnie Gnrale dlectricit acquires control of SGE. 1970 SGE participates in the creation of Cofiroute. 1984 Compagnie de Saint-Gobain becomes SGEs majority shareholder. 1988 Saint-Gobain sells its interest in SGE to Compagnie Gnrale des Eaux. 1990s Several acquisitions in the United Kingdom, Germany and central Europe make SGE a European player. 1996 SGE reorganises into four core businesses: concessions, energy, roads and construction. 1999 Acquisition of Sogeparc, French market leader in parking facilities. 2000 Vivendi (formerly Compagnie Gnrale des Eaux) completes its withdrawal from SGEs share capital. Friendly takeover bid for Groupe GTM: merger of SGE-Groupe GTM to create VINCI, the worlds leading group in concessions, construction and related services. 2002 VINCI enters the CAC 40. 2006 VINCI acquires ASF, the biggest French motorway concession operator. 2007 VINCI acquires Soletanche Bachy and Entrepose Contracting. 2010 VINCI acquires Cegelec and Faceo. 2011 VINCI wins the concession for the South Europe Atlantic high-speed rail line between Tours and Bordeaux, the largest in its history. 2012 VINCI is the successful bidder for ANA, holder of the concession to operate Portugals airports.
A culture of partnership for better project outcomes
Simultaneously, in all areas of the Contracting business, VINCI will continue to put down ever deeper local roots in the fastest-growing markets, while bolstering the skills and resources required for the management and execution of large projects. The immediate priority in the Concessions business is to integrate ANA and shape the development of the newly enlarged VINCI Airports. The Group will also be expanding in its other areas of business including road and rail infrastructure, parking, stadiums and major public amenities by winning both new (greenfield) and existing (brownfield) concessions. Services to optimise the attractiveness and operational efficiency of infrastructure in service will also help to sustain business activity.
In the wider international markets as well as in VINCIs traditional markets in Europe, ever greater synergies between and among the different business lines are a powerful force for growth. Over and beyond the customary sales-side synergies, by jointly packaging their offers and integrating all of the different know-how that projects require, Group companies are able to tackle markets otherwise inaccessible to them, such as large-scale energy and mining projects. In the same spirit, VINCI is also working to consolidate its position as an integrator of expertise. It is already applying this approach to many large infrastructure and building projects in France, and will in future deploy it more widely geographically and to ever larger projects. At the same time, VINCI will be going still further with its programme of listening to and engaging in dialogue with all stakeholders involved in its operations, in answer to customer demand and trends in civil society. This programme was restated in 2012 under the name Together. Its formal undertakings, published by the Group in the form of a new Manifesto in 2012 (see p. 20), are a significant step in this direction.
Markets with long-term growth potential

VINCIs business mix and model are fully aligned with deep-lying trends in its markets. Looking ahead, urban growth, increasing demand for mobility, expanding energy infrastructure needs, and ever tougher energy efficiency requirements will all entail huge investment programmes for new-build and renovation programmes in emerging and mature economies alike. At a time of falling public spending, the growing recourse to public-private partnerships (PPPs) is another factor enabling VINCI to stand out from the crowd.
18
SUSTAINABLE DEVELOPMENT
Group
(*)
together
All our stakeholders are engaged and empowered to create value and enhance our performance.
Group Sustainable development
19
OUR GOALS
On our worksites and in our operating activities, we are faced with many challenges. These challenges include the need to imagine the city of the future and cope with growing urbanisation. How can buildings, neighbourhoods, cities and infrastructure be adapted to boost energy performance? How can the exponential growth of energy demand in the emerging economies be addressed, and how can the developed countries be helped to negotiate the energy transition? Can new forms of partnership between the public and private sectors be invented that benefit both and lend new legitimacy to each? We need to develop dialogue among all project stakeholders to actively involve them in transforming a city or region, and we want to engage in hands-on solidarity with underprivileged populations in the areas where our companies operate. Whats the best way of ensuring the safety of all VINCI and subcontractor employees? Of better sharing the fruits of growth with our employees around the world, combating all types of discrimination, and ensuring equality for everyone? Such challenges call for technically sound, economically realistic and socially responsible solutions.
extent to which our projects blend into the fabric of local communities and contribute to social and economic development.
business model focuses 5 Our on the long term

The VINCI Group was founded in 2000 but the history of its companies and its culture stretches back more than a century. Bydefinition, our concessions and construction businesses have a long-term focus. Theinfrastructure and facilities we design, build and manage are intended to last. Inour concession contracts we undertake to serve regions for periods of several decades. Under these contracts, we invest (directly and indirectly, in France and other countries) very substantial amounts of money about 2billion in 2012 to build new facilities and infrastructure and upgrade existing ones. This is our understanding of our position as a private-sector company serving the public interest.
believe in humanistic 2 We principles

VINCI believes that lasting economic success must be based on an ambitious human project. Because we are builders, our humanistic values are rooted in our culture. Trust, respect, solidarity, the primacy of people over systems and the simultaneous recognition of individual initiative and teamwork the fundamental principle of the worksite are central to our identity as a group of entrepreneurs. These principles guide our action and conduct, and serve as inspiration for our managers and organisations.
management model 3 Our ensures our cohesion

Across VINCIs diverse business activities, geographical areas and people, our distinctive management method underpins our cohesion and drives our development. Our model is built on decentralised organisations, autonomous business units and empowered managers. Theinviolable principles of fairness and transparency underpin the trust we place in our managers. Our model fosters individual performance within a clearly defined set of rules. We encourage employee initiative and network our teams and expertise to promote cross-business operations and a projectbased approach. Our management model empowers all our employees and focuses on human intelligence rather than systems.
are proficient at working 6 We in partnerships

Because our projects involve a wide variety of stakeholders within our industry, our customers sectors and society at large, partnership is part of our culture. This approach is in keeping with the increasing demand for overall solutions in our markets and among our clients, where our ability to integrate solutions also gives us an edge against increasingly strong international competition. Inresponse to changing demand, we are boosting operational synergies among our companies to increase the added value of our projects and maintain our leadership. Meanwhile, with the advent of more diverse, more globalised stakeholders with greater impact on our projects, there is a growing need for open and transparent dialogue with all our partners.
OUR PRINCIPLES
Because our projects serve the public interest and because many of them radically transform towns, cities and regions, we follow a sustainability policy that is both exacting and pragmatic. Itrests on two pillars: doing our utmost to reduce the environmental impact of our activities while optimising the stakeholder benefits of our operations; and contributing to the early effort to invent new public interest solutions in an economy of scarcity.
Group is multi-local and 4 Our multi-cultural

VINCI consists of more than 2,500 companies operating in some 100 countries. We have stepped up our international expansion in recent years and will continue to do so going forward. We build momentum by making the most of the strong and lasting roots we have put down in the countries where we operate and by recruiting local managers and respecting each countrys culture. As partners in local development, our companies directly and indirectly help create wealth and jobs. They contribute to economic and social solidarity in the areas where they operate.
goal is all-round 1 Our performance

In assessing the performance of our companies, we look beyond their economic and financial results at the overall value they create. As urban and regional developers, we have a duty to examine the social purpose and utility of our projects while meeting the expectations of users and the community at large, and to address climate change by enhancing our projects environmental value. Similarly, we measure our performance by the
(*) These pages make up the first section of the VINCI Sustainable Development Report. Thesecond part (p. 138-168) provides a comprehensive overview of the Groups workforce-related, social and environmental data in accordance with applicable legislation.
20
The commitments of the new Manifesto, with more universal application and content, set out the convictions and principles that underpin VINCIs approach to corporate responsibility and partnership.
OUR organisation
Groups grassroots 1 The network
VINCIs sustainable development policy is overseen by the Executive Committee and implemented by the Delegation for Sustainable Development, a streamlined structure that works in close coordination with the Groups functional and operational departments and with a wide range of outside stakeholders. Thepolicy is implemented under the supervision of an international Sustainable Development Committee, which has about 30 members and is responsible for defining the objectives and drawing up the major programmes. Other entities clubs, working groups and theme-based coordinating units round out the system.
2 Company self-assessment
A sustainable development policy can only be effective if the operating entities apply itin their business activity. Taking inspiration from the ISO 26000 standard, VINCI developed Advance, a sustainable development self-diagnosis software tool, and began rolling itout in France and abroad in 2012. Thetool, based on a digital platform and available in several languages, covers 15priority labour, social and environmental categories. Each company can adapt itto its own operating environment and use itto track progress, prioritise objectives and develop relevant action plans. Trained coordinators within the companies support the programme and follow up the action plans.
rating 3 Non-financial and relations with socially responsible investors

Over the past 10 years, VINCI has provided answers to the questionnaires submitted by non-financial rating agencies, notably Vigeo for the ASPI Eurozone index and SAM for the DJSI. VINCIs overall rating in the latter remained stable at 70/100 in 2012. TheGroup maintains its goal of achieving a social dimension score of 75/100 within three years. VINCI also has direct relations with socially responsible investors (SRI), who can base their assessments on in-depth discussions carried out in full transparency. VINCI joined the UN Global Compact in 2003. TheCompacts 10 principles provide
documents frame 4 Reference our approach

VINCIs Code of Ethics and Conduct formally sets out the rules of conduct that all employees are required to follow. The Manifesto (shown above) formulates the Groups commitments to its employees, customers, partners and other stakeholders and sets out the convictions and principles that underpin its sustainable development programme. TheManifesto is explained in detail in the following pages.
an international, neutral and recognised framework for programme implementation. VINCI is also very active within sustainable development networks such as Committee21, the French association of companies for the environment, and the Corporate Social Responsibility Observatory.
21
COMMitMENT No. 1
together
DESIGN AND BUILD
1 FOCUS
In most of our markets, our customers are calling for increasingly comprehensive and complex projects. Inresponse to this demand, we not only work for our customers but also with them and their partners to jointly devise the integrated solutions they need. Inan environment in which public acceptance is crucial to the success of infrastructure and public facility projects, VINCIs ability to organise collective project governance covering all stakeholders including elected officials, government departments, businesses, civic associations, users and local communities has become a key strength. A stakeholder mapping tool. VINCI has developed the intranet-based Reflex software tool to help operational managers accommodate and integrate stakeholder expectations in the very early stages of their projects. Thetool asks a series of questions that enable the managers to map stakeholders and their objectives and to draw up an action plan to meet each stakeholders expectations. Itwas made available on the VINCI intranet in the first quarter of 2013. Subcontractor relations guidelines. Through their own activity and the activity they subcontract to their partners, VINCI companies are major contributors to regional development. VINCI and its subsidiaries strive to build and sustain working relationships based on respect and fairness with their subcontractors and suppliers. These relations are set out in a set of guidelines drawn up in 2012 and disseminated in 2013, which list the clear-cut principles governing relations with all outside companies (subcontractors and suppliers) at all stages of their work with the Groups companies (programme management, project management, general contracting). Theguidelines extend and supplement the practices already covered by framework agreements, notably those with temporary employment agencies, and include workforce-related responsibility criteria such as health and safety, training and equal opportunities.
We committo promoting outreach and consultation in conducting our projects to ensure that our partners are closely involved.
2 action
Progress
We have put this partnership approach into practice on a number of projects, notably major operations for which VINCI has overall responsibility (from financing to design, construction and operation). Such projects include road, airport and rail infrastructure and large public facilities built and managed under public-private partnerships. With clients increasingly including stakeholder relations in their project and worksite specifications, this approach is now being taken by individual companies. To draw attention to the programme and facilitate its adoption by employees, VINCI has given the approach a name: Together.
Outlook
2012 highlights
Partnership for leadership. The2012 convention of senior VINCI managers bore the title Partnership for Leadership and focused on the need to work together ever more closely with the many partners of the Groups projects. Participants scrutinised successes and failures to better understand stakeholder expectations and take on board best practices for engaging in dialogue and building long-term relationships with customers, local and regional stakeholders and end-users. In-depth presentations described significant projects currently under way (notably the Grand Ouest airport, the SEA ToursBordeaux high-speed rail line and structural renovation of occupied buildings, in France; and the first section of the Moscow St Petersburg motorway in Russia).
The intention is to apply the stakeholder dialogue approach to projects of all sizes and to implement itsystematically outside France after adapting itto local realities. Aneffort will also be made to adapt itto the wide variety of stakeholders using local and global dialogue tools similar to the local consultation model long applied by VINCI companies in the areas surrounding their worksites. For this purpose, VINCI is developing a collaborative platform for initiating and managing dialogue concerning its projects and issues relating to its business activities.
22
COMMitMENT No. 2
together
1 FOCUS
We work in some 100 countries around the world under a very large number of contracts and with a workforce of nearly 193,000, with a large number of new employees joining us every year. Because ethical standards underpin these contracts and form the bedrock of mutual trust between our customers and us, itis essential that our employees share and apply rules that ensure compliance with these standards across the board. Moreover, as a major player in the sector we have a duty to constantly raise the level of ethical standards and transparency beyond the requirements set out in legislation.
COMPLY WitH ETHICAL PRINCIPLES
2012 highlights
We committo ensuring total transparency in our own practices and in those of our subcontractors.
2 ACTION
Progress
Code of Ethics and Conduct. Ina decentralised group that hires several thousand new employees every year, itwas important to formally set out the rules of conduct that apply to all our companies and all our employees. This is the purpose of the Code of Ethics and Conduct published by VINCI in 2010. Ithas been circulated to more than 6,500 managers and is available on the Groups intranet, where all employees can consult and download it. The rules itcontains are not new. They are regularly included in the general guidelines sent to the heads of VINCIs business lines. Each business line has taken steps to ensure compliance by means of a system of internal controls. These rules are circulated to all levels of management in the operating entities, and in particular to each new manager taking up his or her duties. The Code of Ethics and Conduct spells out these rules for all our employees and for all our outside partners. TheVINCI Executive Committee has approved them. Ethics Officer. VINCI has also appointed an Ethics Officer to work with the operational and functional departments to ensure that the code is understood and taken on board. Any employee who encounters difficulties or has questions about the scope and implementation of these rules may consult the Ethics Officer directly and confidentially.
By the end of 2012, two years after the Code of Ethics and Conduct was introduced, nearly 95% of our employees had signed up to it. Theobjective is to reach 100%. Cases are regularly submitted to the Ethics Officer, who handles them all in accordance with clear and explicitprocedures regarding confidentiality, inquiry and internal and, if need be external, investigation. Meanwhile, internal auditresources and comprehensive auditplans govern the overall system. Ifnecessary, an external third party can be brought in to strengthen the coordinated activities of the Ethics Officer and internal auditstaff. Each Group division has set up ethics training modules for exposed employees. The Ethics and Compliance Club, which brings together the Groups legal affairs directors and the Ethics Officer, continued its work. Its remitis to foster exchanges of best practices in the field of ethics, to perform a legislative and regulatory watch, and to review cases. A number of VINCI companies operating in sectors in which specific ethics procedures apply have appointed their own specialised compliance officers.
Outlook
Together with other large companies, trade associations and the Transparency International organisation, VINCI participates in the work of the OECD on combating bribery in business transactions. ATransparency International study of the practices of the worlds largest companies reviewed VINCIs activities and methods and identified the following scope for improvement: circulation of the Code of Ethics and Conduct, regular updates to itand ethics training reporting. With regard to human rights, the Advance sustainable development self-diagnosis programme highlighted the need to formally set out a human rights policy. Work undertaken in 2013 will above all be aimed at producing a practical guide.
23
COMMitMENT No. 3
together
PROMOTE GREEN GROWTH
1 FOCUS
Our business activities are closely related to the challenges of green growth and as a global major we have special responsibility to respond to them. Inall the countries where we operate, our companies strive to reduce the impact of their activities by meeting the highest environmental standards.
2012 highlights
We committo reducing our greenhouse gas emissions by 30% between now and 2020, to supporting our customers in their quest for better energy efficiency and to encouraging their adoption of an environmentally responsible approach.
2 ACTION
Progress
In both their works and their operations activities, VINCI companies have introduced action plans aimed at limiting the consumption of natural resources and at recovering and recycling waste whenever and wherever possible. TheAdvance sustainable development self-diagnosis questionnaire provides entities with guidance in assessing their environmental impact and identifying avenues for improvement. Ten years ago VINCI introduced an environmental reporting system that now covers virtually all its revenue. Since 2007, the statutory auditors have issued an annual report on a selection of indicators drawn from this reporting system (see p. 177). VINCI companies employ environmental management systems (primarily patterned on the ISO 14001 standard) that now cover half the Groups revenue. VINCI has been measuring its greenhouse gas emissions according to the ISO 14064 standard across its worldwide scope since 2007. For several years, VINCI has been working with the scientific community to develop eco-design tools for structures and infrastructure that incorporate life cycle analysis (LCA). Adapted to major projects (particularly transport infrastructure), the tools can be used to assess the environmental footprint of each part of a project and its alternative solutions, and thus help guide design choices in conjunction with the client. In France, VINCI has developed the Oxygen eco-commitment programme for the building sector. Itincludes energy and environmental performance commitments at all stages of a project (design, construction, utilisation).
Including its new subsidiaries, VINCIs greenhouse gas emissions (Scopes 1 and 2) amounted to 62 tonnes of CO2 permillion euros of revenue in 2012. This constitutes a 13% fall from 2009, the first year in which emissions were measured. In the annual Carbon Disclosure Project (CDP) review, VINCI obtained a score of 80/C, up five points from 2011. In France, the national biodiversity strategy (SNB) committee recognised VINCI for its voluntary commitment to biodiversity. Thepurpose of SNB recognition is to mobilise public- and private-sector players in a 20122015 action plan. TheGroups main initiatives were the creation of the LISEA Biodiversity Foundation; the deployment of a biodiversity plan in Eurovia quarries (see p. 87); and continuation of the green motorway package aimed at environmentally upgrading VINCI Autoroutes motorways (see p. 45). Entrepose Contracting (VINCI Construction), which is building a 450km pipeline in Papua New Guinea, supported the Our Planet Reviewed scientific expedition carried out in the Coral Triangle, the area in the Pacific Ocean that harbours the worlds greatest marine biodiversity. A rail infrastructure module was added to the CO2NCERNED carbon footprint tool. Eco-design studies were carried out for 229projects; 18 projects were carried out under the Oxygen eco-commitment.
Outlook
To achieve its objective of reducing GHG emissions 30% between now and 2020, the Groups companies are working with their customers, suppliers, subcontractors and the final infrastructure users to identify, quantify and define avenues for improvement. The Groups companies will also be stepping up their efforts to achieve environmental certification, train employees (with a particular focus on worksite biodiversity conservation) and include environmental criteria in their contracts. To support work on the energy transition, they will continue to develop design methods, construction techniques and service offerings that reduce energy and resource consumption and guarantee consumption levels throughout the life cycle of buildings and infrastructure.
24
COMMitMENT No.4
together
1 FOCUS
VINCI defines itself as a private-sector company working closely with local and regional authorities to serve the public interest. This positioning reflects the Groups commitment to its role as a long-term partner of the cities and communities for which itbuilds and manages facilities. TheGroups approach to partnership includes its civic engagement programme focused on skills volunteering, which offers the Groups employees and companies opportunities to use their skills outside work to benefitcivil society. VINCI Autoroutes set up the VINCI Autoroutes Foundation for Responsible Driving in 2011. Thefoundation uses its 2million annual budget to support research programmes, civic association initiatives and projects designed to raise public awareness of road safety issues. During the year, the Fondation VINCI supported 165 projects involving 242 sponsorships and 2.6million in funding. Itextended the Cit Solidaire programme to four additional cities: Grenoble, Le Havre, Rennes and Champigny sur Marne. Two further foundations were set up, in Belgium and Slovakia. The Issa programme supported 27 projects and provided funding amounting to 440,000. In addition to its partnership with Artisans dAngkor, Cambodia Airports supported an archaeological excavation project carried out by Inrap at the site of the Siem Reap airport near the Angkor temples. On the SEA ToursBordeaux HSL project, the Sillon Solidaire fund was set up at the initiative of construction joint venture COSEA working with the Fondation VINCI and later joined by concession company LISEA. With an annual budget of 310,000, ithas supported 31 non-profit organisations combating social exclusion in the regions along the alignment with the help of 35employee sponsors. The VINCI Autoroutes Foundation issued an appeal to its employees to sponsor civic initiatives. Funding amounting to 70,000 was provided for the 11 projects selected, which mainly focused on raising awareness among young people and children, preventing risky driving behaviour, training, and support for responsible mobility.
ENGAGE IN CIVIC PROJECTS
2012 highlights
We committo supporting the civic engagement of our employees, especially through the Groups foundations around the world.
2 ACTION
Our sponsorship and civic engagement work focuses on three main issues: social integration, environment (see p. 23) and culture. We systematically involve our employees and companies in our skills sponsorship projects. In2012, funding of more than 10million was provided for work in the three areas. The Fondation VINCI pour la Cit, a pioneer in civic engagement with groups working to combat social exclusion, celebrated its tenth anniversary in 2012. Since its inception in 2002, it has supported a total of 1,200 projects with assistance from 1,500 sponsors and funding amounting to nearly 20 million. Foundations similar to the Fondation VINCI in France have been set up in the Czech Republic, Germany and Greece. TheFondation VINCI also heads the Cit Solidaire programme in underprivileged neighbourhoods. In Africa, the Issa (Initiatives Sogea-Satom pour lAfrique) programme, set up in 2007, supports solidarity activities initiated by the agencies and teams of Sogea-Satom (VINCI Construction). Projects include the construction of healthcare and educational facilities and the creation of microenterprises that generate work and jobs for local populations. The Groups subsidiaries undertake a large number of local activities in France and abroad. InCambodia, Cambodia Airports (VINCI Airports) has established a long-term partnership with the Artisans dAngkor association, which is breathing new life into ancestral Khmer crafts while providing a livelihood for about 5,000 families in the Angkor temples region.
Progress
Outlook
The Groups goal is to step up the skills sponsorship and social sponsorship momentum undertaken by the Fondation VINCI pour la Cit in France and to expand itinternationally. VINCI is also considering the creation of a social incubator to sponsor initiatives taken by its employees or companies wishing to develop socially beneficial projects. Themain focus will be on fostering work integration in the regions and making their technical expertise available in post-emergency and reconstruction situations (e.g. work on infrastructure damaged by natural disasters).
25
COMMitMENT No. 5
together
1 FOCUS
The safety of our employees, partners and subcontractors is an absolute priority. Our managers are responsible for ensuring the physical integrity and the health of everyone on all our sites. most progress. Eurovia, working with Dupont de Nemours, rolled out a near-miss analysis programme in its operating entities in 2012. VINCI Autoroutes launched the Scurit 100% Chantiers worksite safety programme aimed at achieving zero accidents on projects for which the company serves as programme manager and in its operating activities. VINCI Autoroutes is also working to change behaviour and enhance knowledge of road risks through the VINCI Autoroutes Foundation for Responsible Driving (see p. 46). VINCI Construction France held the first Safety Basics training sessions in its in-house Cesame training centre network. Itwill be systematically given to newly hired employees at all levels within three months of their recruitment.
STRIVE FOR ZERO ACCIDENTS
2 We reject the idea that workplace accidents are unavoidable and we committo the zero accidents objective. ACTION
Each Group business line has gradually developed its own workplace health and safety system tailored to its particular business activities. Networks of occupational health and safety specialists operate around the world as part of a Heath and Safety Coordination system headed by a member of the VINCI Executive Committee, who reports on its work to the VINCI Board of Directors. To mark the commitment of top management, every fatality is reported to the chairman and CEO and the members of the Executive Committee by the management concerned. Locally, every manager receives training in safety and is responsible for it. Safety results are one of the criteria used to assess individual managers performance. At operational level, health and safety policies are implemented in a variety of ways: awareness-raising programmes covering all employees of a company; 15-minute safety sessions for employees, subcontractors and temporary staff on worksites; health and safety challenges; and special training courses for use by worksites employing diverse nationalities. 63% of VINCI companies recorded no lost-time accidents in 2012. The accident frequency rate for the Group as a whole has fallen from 11.14 to 8.60 over the past five years. VINCI Construction conducted a safety management training course in 2012 for 500 senior executives around the world. Thecourse will be extended to middle-level managers a total of 2,000 people in 2013. VINCI Energies has launched a similar programme, creating training modules tailored to each level of responsibility, from director to worksite manager. To prevent severe accidents, early efforts are needed to detect dangerous situations, understand behaviour and adopt the best practices of the groups that have made the
Progress
Outlook
2012 highlights
The single objective remains zero accidents. Beyond complying with legislation, we must step up the proactive programmes already undertaken. Implementation of a safety management policy in which supervisory staff play a major role will help us to review our many accident prevention activities to identify best practices and share them, notably through the VINCI Innovation Awards Competition. Progress can also be made by increasing the involvement of employee representatives in the Groups health and safety programme and by boosting our partner and subcontractor requirements, in particular by including safety clauses in our contracts with them. VINCI does not intend to limitits commitment to safety. We are also committed to occupational health and are working with scientists and ergonomics specialists to increase our understanding of occupational risks and workplace quality of life. VINCI will also continue its efforts to raise awareness among infrastructure users, in conjunction with the authorities responsible for safety.
26
COMMitMENT No. 6
together
1 FOCUS
The wide variety of backgrounds and broad range of experience of our employees is an integral part of our culture. Our companies strive to ensure that their workforce reflects the diversity of the host societies in the countries where they operate. Inkeeping with this approach, we pursue a proactive diversity policy to combat all forms of discrimination in hiring and in labour relations particularly discrimination against women, disabled people, older people and people of all backgrounds. Inthis way, we strive to create a working environment in which all employees, in all their diversity, are given an opportunity to make the most of their abilities and help the company achieve its goals. Between 2006 and 2012, the number of women in the workforce increased from 18,800 to 25,903. People over the age of 50 accounted for 11% of the employees hired in permanent jobs in 2012. Disabled employees numbered 3,980 at the end of 2012. Work awarded to businesses employing a majority of disabled workers amounted to 5.5million for the year. VINCI held a Group-wide Diversity: Past experience and future prospects at VINCI meeting in April that brought together more than 200 managers and human resources executives. In 2012, Trajeoh supported 173 preliminary disability assessments, redeployed 92disabled employees and opened a new agency in the Upper Normandy region. Initiatives taken to improve the Groups gender mix included: Capital Filles, in which young female high-school students are given an opportunity to explore jobs that have traditionally been held by men and the outlook for these jobs in the future. Sixty-five Group mentors composed exclusively of women helped the school students make their educational choices; Les Ambassadrices: 24 women employees at VINCI meet with students of both genders to talk about their experience and career paths. These discussions provide an opportunity to challenge a large number of preconceived ideas about gender; the Equality Laboratory, in which VINCI works to shed light on stereotypes by analysing preconceived ideas in the workplace, the education system and the media.
FOSTER EQUALitY AND DIVERSitY
2012 highlights
We committo diversifying our supervisory staff to include more women and people of diverse origins.
2 ACTION
In 2004, VINCI introduced a policy of proactively combating all forms of discrimination in hiring and labour relations. Theprogramme was formally drawn up by an Equal Opportunity Committee and then debated by top management at their annual convention. Diversity has since been recognised as a performance driver and a strategic asset. In VINCIs first Manifesto, covering its workforce-related and social commitments and published in 2006, the Group made a commitment to bring in an independent auditing organisation to assess its equality policy. Asystem was set up with the support of Vigeo and further implemented by in-house auditors. Over a period of five years, more than 120 audits were carried out. They provided input for improvement programmes within each audited entity and an opportunity to share best practices across the Group. These are summed up in the diversity action guide. A 75-member network of diversity champions set up in 2011 within the Groups business lines and companies facilitates the dissemination of this policy. The Trajeoh non-profitorganisation fosters redeployment and retention of Group employees unfit for duties after an accident or work-related illness and the recruitment of disabled people. Inaddition to the Rhne-Alpes region, ithas extended its activity to the Greater Paris, Auvergne, Burgundy, Franche Comt and Provence-Alpes-Cte dAzur regions.
Progress
Outlook
VINCI is continuing its proactive effort to improve its gender mix, focusing on three issues: the Groups appeal to women, recruitment methods and career development opportunities. Thegoal is to increase the proportion of women in managerial roles to 20% by 2015. Awareness raising and better gender mix will foster diversity in managerial practice. As itexpands internationally, VINCI will work to increase the number of locally recruited supervisory staff members and to promote managers from all backgrounds and all communities. Lastly, the effort to redeploy and retain employees who become unable to perform their current jobs will continue, with Trajeoh rolled out throughout France.
27
COMMitMENT No. 7
together
1 FOCUS
Because in our business activities and in our culture our teams are crucial to the success of our projects, and because our work is labour and management intensive, we give preference to creating permanent jobs and to offering career paths that enable all employees to fully develop their initiative and thereby make the most of their abilities and help the company achieve its goals. integration commitments on 87 worksites representing a total of 1.35million hours of work, and itdirectly supported 712 people enrolled in integration programmes. The Skillup programme, a worksite school using visual and hands-on methods, is designed to develop the knowledge and skills of execution and supervisory personnel. Three new VINCI Construction Grands Projets worksites in Turkmenistan, Malaysia and Chile introduced the programme in 2012, training a total of 343 people. To support changes in its business activities, VINCI Autoroutes introduced training courses that enable employees to acquire new skills and move into different jobs or to different regions. Overall, more than 500 employees, mainly from the tolls sector, have changed jobs since 2008, 94 of them in 2012. The VINCI Academy programme introduced two new courses for managers in 2012: the VINCI Executive Programme, designed to foster synergies between the various Group business activities and to speed the Groups internationalisation process; and the HR by VINCI programme, which enhances the skills of HR managers with a view to stepping up cross-business activities.
PROMOTE SUSTAINABLE CAREERS
We committo proposing training and job mobility opportunities for all our employees in order to promote sustainable employability.
2 ACTION
Our human resources policy is geared to offering every employee a career path leading to promotion within the company. Inevery business line, in-house training centres (for which resources have been substantially increased over the years) develop programmes to reskill employees as business activities change and disseminate a common technical and managerial culture within each of our companies. InFrance, collective agreements on the workforce planning system signed in recent years support the approach. Promotion is encouraged by a management culture that stresses empowerment and rewards initiative. Askilled worker can, for example, rapidly become a crew leader and then a foreman. Upward mobility is based on meritrather than educational background, enabling the most effective employees to reach top management positions within the Group. In 2012, the proportion of permanent jobs within VINCI was 88%. Over the past five years, the Groups overall workforce has increased more than 21% to 192,701 employees at 31 December 2012. More than 3million hours of training were conducted. VINCI is recognised as an attractive employer by the audiences that are the focus of its recruitment efforts. Inthe 2012 Universum classification, based on a survey of 31,000 students at Frances top engineering schools, VINCI placed among the top 10 ideal employers. A new VINCI subsidiary, ViE, supports Group companies workforce development programmes. In2012, its first full year of activity, ViE was involved in meeting
Progress
Outlook
The human resources departments help the Group tackle two major challenges: the growing internationalisation of its activities and the development of cross-business activities, at a time when the demand for comprehensive and complex projects is increasing in its markets. VINCI will continue to deploy new management tools, with a focus on job classification and information systems.
2012 highlights
28
COMMitMENT No. 8
together
1 FOCUS
VINCIs economic performance must benefitits shareholders and its employees alike. Alongside profit-sharing and incentive plans, the Group savings plans enable VINCIs employees to share in VINCIs success, in keeping with the Groups values summed up in its motto: Real success is the success you share. At the end of 2012, 112,000 employees, i.e.nearly 60% of the total workforce, were VINCI shareholders via the Groups employee savings plans, with an average portfolio of 17,000 per employee. TheGroups employees collectively held 9.9% of its share capital. Employer contributions amounting to 97.3million were paid during the year. Outside France, a special employee shareholding plan was made available in 2011-2012 to an additional 45,000 employees in 14 countries (Belgium, Canada, Czech Republic, Germany, Morocco, Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Switzerland, United Kingdom, United States). Participation came in at nearly 25%. The VINCI Employee Shareholders Circle, set up in 2011, had 10,800 members at the end of 2012 (see p. 143). At Group level, payroll expenses amounted to 6billion, i.e. 15% of revenue. Profit sharing, incentive, employer contribution and social benefitpayments amounted to 306.4million. In France, 92% of employees benefited from incentive plans and/or profit-sharing agreements, in addition to a profit-sharing bonus of 367 gross per employee.
SHARE THE BENEFitS OF OUR PERFORMANCE
2012 highlights
We committo ensuring that every VINCI employee is given an opportunity, wherever possible, to share in our economic success.
2 ACTION
In 1995, VINCI set up an employee savings plan, Castor, initially available to French employees. From its inception, this plan (in its various versions) offered employer contributions designed to encourage savings by the lowest-paid employees and thus enable a very broad range of employees to share in the success of the Group. Thesavings plan was subsequently rolled out internationally, with adjustments to comply with the regulatory procedures of each country concerned. The savings plan, boosted by confidence in the growth and future success of the Group and by the exceptional increase in the VINCI share price throughout the first decade of this century, attracted large numbers of employees over the years. VINCIs employees collectively became the Groups largest shareholder, helping to stabilise its shareholder structure. Arepresentative of the employee shareholders chairs the supervisory board of the company mutual funds (Castor and other employee shareholder funds) and sits on the VINCI Board of Directors. In addition to the savings plans, VINCI enables employees to share the perform ance of their company through systems that are tailored to the context and the legislation of each country. InFrance, this is reflected in the growth of profit-sharing and incentive plans.
Progress
Outlook
Despite the wide variety of legal and tax systems in the countries concerned, the employee savings plan will be extended to five additional countries in 2013: Austria, Brazil, Chile, Indonesia and Luxembourg. Following this operation, 80% of the Groups employees will have access to the employee savings plan. At the same time, VINCI will continue to implement its profit-sharing model via the various instruments of its remuneration and social benefits policy.
29
INNOVATING FOR THE FUTURE
RESEARCH AND DEVELOPMENT

With a 47million budget in 2012 (up 57% in five years) and research teams totalling 249 people (full-time equivalent), VINCI is a sector leader in research and development. In2012, the Group was involved in about 50research programmes and 12 competitiveness clusters. Itpatented 41 new inventions, bringing its worldwide active patent portfolio to 1,791. Our research and development policy focuses on issues at the heart of the Groups business activities: eco-design, energy performance, infrastructure sustainability and new mobility services. Itis headed by a committee that brings together the science and technical heads of the various business lines and is tasked with facilitating exchanges of information among the business lines and developing collaborative research projects. Meanwhile, VINCIs business lines and companies pursue innovation policies focused on their markets and on optimising the solutions they offer their customers, covering design methods, construction techniques and exclusive products and processes, such as those developed by Eurovia in the roadworks industry and by Soletanche Freyssinet in specialised civil engineering businesses.
COLLABORATIVE RESEARCH ON ECO-DESIGN AND THE SUSTAINABLE CitY

The Eco-design of Buildings and Infrastructure Chair set up by VINCI and ParisTech in 2008 and endowed with a budget of 3million over a period of five years, continued its research work involving about 20 programmes that are primarily focused on the environmental quality of buildings and neighbourhoods, energy management strategies for buildings and the environmental impact of transport systems. In2012, this work produced tools for urban biodiversity assessment, urban parking eco-design and building ecorehabilitation. VINCI and ParisTech also organised the Chairs first seminar and several meetings focused on specific topics that brought together teachers, VINCI employees and outside partners (www.chaire-eco-conception.org). The Fabrique de la Cit (the City Factory) , a think tank set up at VINCIs initiative, continued its work, which brings together a wide range of stakeholders involved in urban development and mobility issues. Themain topics addressed in 2012 were public acceptance, the role of cities in the energy transition, urban infrastructure financing, and real-time data capture and analysis to improve urban mobility (www.lafabriquedelacite.com). The Cities and Regions Club, which brings together VINCI research and operational staff, mainly focused on working with representatives of the French Ministry for Ecology to analyse the winning projects of the EcoQuartiers France competition. Thepartnership initiated the previous year with the Institute for Sustainable Development and International Relations (Iddri) published its first work on measuring the overall value of a project by looking at its positive and negative impacts on urban development. Lastly, VINCI Concessions renewed its support for another three years of the Chair of Public-Private Partnerships at the University of Paris 1-Sorbonne.
PARTICIPATORY INNOVATION
In keeping with its decentralised management model, VINCI develops its innovation potential by encouraging hands-on grassroots initiatives and by organising the biennial VINCI Innovation Awards Competition, which is open to all employees. Thecompetition covers not only technologies but also the full range of innovations that drive progress within the Group, notably in the fields of safety, sustainable development and working conditions. Inthe most recent competition, held in 2011, 5,100 employees entered 1,717 projects, with prizes going to 113 entries in the series of regional awards and 17 entries in the Group awards. ADissemination Working Group was set up to speed the spread of these innovations throughout the Group. Acall for entries in the 2013 competition was issued at the end of 2012.
5
30 4 3 2 1 0
2012
45
Stock market and shareholder base

3 2 1
Group
40
35
Return on investment in VINCI shares over 10 years
4,044
Aot
A stable dividend
Septembre Octobre Novembre Dcembre The dividend proposed to the General Meeting of 16 April AvrilShareholders ai 2013 inM respect of 2012 per share, Juin is 1.77 Juille t Aot the same as that for 2011.
0 Janvier Fvrier Mars Avril Mai Juin Juillet A VINCI shareholder who invested 1,000 on 1 January 2003 andJan vier +F vri 1 5 % er reinvested all the dividends received would have an investment 2012 a year of 4,044 on 31 December 2012. This represents an annual return of 15%.
30
Mars
2012
Septembre Oc tob
1,000
Jan. 2003 Dec. 2012
1.62 1.62 1.67
1.77 1.77
Shareholder base(*)
Employees (savings plans) Individual shareholders Treasury shares Qatari Diar Real Estate Investment Company Financire Pinault Institutional investors France Institutional investors other 9.9% 10.9% 7.1% 5.5% 1.4% 17.6% 47.6%
(*) Estimate based on a schedule of identifiable bearer shares at the end of 2012 and a shareholder survey.
2008
2009
2010
2011
2012
Dividend: 1.77 per share
VINCI share recovery in 2012
Following a sharp fall in stock markets in 2011, the VINCI share closed 2012 at 35.96, up 6.5% over a year. Our shares return to growth was less pronounced than that of the CAC 40, which rose 15.2% over the same period and posted its best performance since 2009. At the end of December 2012, we ranked 17th in the CAC 40 with a market capitalisation of almost 21 billion.
In 2006, the year VINCI acquired ASF, we introduced a dividend policy consisting of distributing 50% of consolidated net income. In application of that policy, the Board of Directors at its meeting on 5 February 2013 decided to propose to the Shareholders General Meeting of 16 April 2013 a dividend of 1.77 per share, stable relative to the previous year and representing a return of 5% on the share price at 31December 2012. After deducting the interim dividend of 0.55 paid on 15 November 2012, the final dividend to be paid on 22 May 2013 would be 1.22 per share.
Individual shareholders
Close relations and discussion
Yves-Thibault de Silguy, vice-chairman and senior director of the Board, continued his efforts to meet individual shareholders, hosting meetings in Toulouse, Caen, Reims and Nice in 2012. For the 13th consecutive year, we had a stand at the Actionaria investment fair, which was held in Paris on 23 and 24November 2012. On that occasion, Group representatives informed visitors about VINCIs news and strategy. In addition to presenting our Shareholders Club programme and the benefits of being a member, they distributed a questionnaire with the aim of gaining a better understanding of shareholders expectations.
A stable and diversified shareholder base
Growth of more than 150% over 10 years
Between 1 January 2003 and 31 December 2012, our share price increased 168% while the CAC 40 recorded 20% growth over the same period. A VINCI shareholder who invested 1,000 on 1January 2003 and reinvested all the dividends received would now have an investment of 4,044, representing an average annual return of 15%. During the same period, our market capitalisation was multiplied by more than 4.5.
At 31 December 2012, 66.5% of our share capital was held by more than 500 investment funds, located mainly in France, the rest of Europe and North America. At the same date, Qatari Diar Real Estate Investment Company, which became a VINCI shareholder in 2010, held a 5.5% interest. Employee savings funds, which group together some 110,000 employees, owned 9.9% of our share capital, making them VINCIs biggest shareholder block. Lastly, 260,000 individual shareholders accounted for 10.9% of our share capital at 31December 2012.
A varied programme of events

In addition to the Shareholders General Meeting and our presence at Actionaria, a total of 22 events were proposed to Group shareholders in 2012. Some 4,500 of them participated in the events, which included meetings with the Fondation VINCI pour la Cit and several visits to the Stade de France.
Group Stock market and shareholder base
31
Share performance and average daily trading volume

Market capitalisation at 31 December 2012: 20.7 billion based on a price of 35.96 per share, ranking VINCI 17th in the CAC 40 by capitalisation and 15th by index weight. Between 31 December 2011 and 31 December 2012, the VINCI share price increased 6.5% while the CAC 40, Euro Stoxx 50 and Euro Stoxx 600 Construction & Materials increased 15.2%, 13.8% and 15.4% respectively. In 2012, a daily average of 3million shares was traded on the market (Euronext +MTFs). Number of shares traded 6 (million/day)
5 4 3 2 1 0 30 40
VINCI CAC 40 rebased Euro Stoxx 50 rebased Euro Stoxx 600 Construction & Materials rebased VINCI shares traded
Price in 50 (VINCI rebased)
45
35.96
(+6.5%)
35
January
February
March
April
May
June
July
August
September
October November December
2012
Another successful year for Rediscover your city
In 2011, VINCI launched a new shareholder visit concept named Rediscover your city, which emphasises the role played by Group companies in the development of major French urban areas. In 2012, 14 cruises were organised for almost 1,600 shareholders in Paris, Bordeaux, Lyon and, for the first time, Marseille. Our Shareholders Club had 20,273 members at 31 December 2012, a 4% increase on the previous year.
VINCI website and shareholder publications

Our website features special pages for individual and institutional investors under the Shareholders and Finance tabs. Shareholders have access to a suite of publications (in French only) in either printed or electronic form under the Shareholders tab. www.vinci.com
Institutional investors and financial analysts

In 2012, our senior management participated in over 100 events, establishing around 800 contacts with almost 400 institutional investors and the financial analysts who cover our share. In addition to meetings and conference calls set up for the publication of our results, we organised road shows totalling 25 days in Europe and North America. We also participated in nine conferences organised by major financial institutions, mainly in Paris and London.
In addition, conference calls and one-on-one meetings took place throughout the year at VINCIs head office. These initiatives enable our management to maintain total transparency and communicate regularly with the financial community about the Groups news, performance, growth strategy and corporate governance. In July 2012, VINCI organised a sectorspecific presentation on Soletanche Freyssinet (VINCI Construction) for institutional investors and sell-side financial analysts covering our share.
VINCI Shareholder Relations Department

1 cours Ferdinand de Lesseps 92581 Rueil Malmaison Cedex, France Individual shareholders in France Tel: 0 800 015 025 (free-phone from a fixed line) Institutional shareholders outside France Tel: +33 1 47 16 45 07 / 33 46
Concessions
32
Business activity
VINCI Autoroutes VINCI Concessions With a 4,385 km network, VINCI Autoroutes operates half of Frances motorways under concession. VINCI Concessions develops and operates a unique portfolio of transport infrastructure and public facility concessions in some 20 countries.
Page 36 Page 50
Business activity
33
Revenue (1)
(in m)
Operating income from ordinary activities (2)

(in m and as a% of revenue (1))
Net income attributable to owners of the parent (2)

852
Cash flow from operations (3) 3,372
Net financial debt (2) (4)

(in m)
5,297
5,354
2,149
2,159
886
3,366
18,895
18,058
40.6% 2011 2012 2011
40.3% 2012
16.1% 2011
16.6% 2012
63.6% 2011
63.0% 2012 2011 2012
Revenue by geographical area (1)

(as a percentage)
France Europe Rest of the world
94% 3% 3%
(1) Excluding concession subsidiaries works revenue. (2) Including ASF Holding and Cofiroute Holding. (3) Before tax and financing costs. (4) At 31 December.
34
VINCIs concessions worldwide

Description
Network under concession France France France France France Slovakia Germany Germany Germany United Kingdom United Kingdom United Kingdom Russia Greece Greece Canada Jamaica 100% 83% 99% 100% 100% 50% 50% 50% 50% 50% 50% 50% 39% 30% 14% 25% 13% 2033 2031 2027 2070 2013(1) 2041 2037 2039 2031 2042 2038 2038 2040 2038 2038 2028 2030
Business activity Concessions
Infrastructure
Motorway and road infrastructure
Country
Share capital End of held contract
ASF network (excl. Puymorens tunnel, 5 km) 2,709 km Cofiroute network (excl. A86 Duplex tunnel, 11 km) 1,100 km Escota network 459 km Arcour (A19) 101 km Openly, Lyon 10 km R1 (PR1BINA) expressway 52 km A-Modell A4 motorway 45 km A-Modell A5 motorway(2) A-Modell A9 motorway(2) Newport Southern Distributor Road Hounslow district road network Isle of Wight road network MoscowSt Petersburg motorway(2) Athens-Tsakona motorway(2) Maliakos-Kleidi motorway(2) Fredericton-Moncton Highway Trans Jamaican Highway Road bridges and tunnels A86 Duplex tunnel Tunnel du Puymorens Prado Carnage tunnel Prado Sud tunnel(2) Charilaos Trikoupis Bridge Tagus bridges Severn Crossings Coentunnel(2) Confederation Bridge Rail infrastructure Liefkenshoek(2) Rhnexpress GSM-Rail(2) SEA HSL(2) Parking facilities VINCI Park Car Rental Center, Nice-Cte dAzur Airport Truck tape Airports France France France France Cambodia Stadiums and public facilities Stade de France Le Mans stadium (MMArena) Nice stadium (Allianz Riviera)(2) Bordeaux stadium(2) Dunkerque arena(2) Public lighting in Rouen (Lucitea) Public lighting in Goussainville
(1) Service, management or public service contracts. (2) Under construction or to be built. (3) Estimated date of end of contract.
60 km 46.5 km 10 km 432 km of roadways and 763 km of footpaths 821 km of roadways and 767 km of footpaths 43 km 365 km 240 km 200 km 34 km
Rueil MalmaisonJouy en Josas/Versailles (11 km) Tunnel in the Pyrenees (5 km) Tunnel in Marseille Tunnel in Marseille Peloponnesemainland Two bridges in Lisbon Two bridges over the Severn Tunnel in Amsterdam Prince Edward Islandmainland
France France France France Greece Portugal United Kingdom Netherlands Canada
83% 100% 33% 59% 57% 37% 35% 28% 19%
2086 2037 2025 2054 2039 2030 2016(3) 2037 2032
Underground rail link (16 km) in Antwerp Light rail system (23 km) in Lyon Wireless communication system over 14,000 km of rail lines High-speed rail line (302 km) between Tours and Bordeaux
Belgium France France France
37% 35% 30% 33%
2050 2038 2025 2061
1.5 million spaces, of which 0.4 million under concession or freehold 60,000 sq. metre building Two secure parking facilities for heavy goods vehicles Rennes, Dinard Chambry, Clermont Ferrand, Grenoble, Quimper Nantes Atlantique, Saint Nazaire Montoir Ancenis Phnom Penh, Siem Reap, Sihanoukville
World France France
100% 100% 100%
(4)
2040
France France France France Cambodia
49% 99% 85% 100% 70%
2025(1) from 2013 to 2023(1) 2066 2018(1) 2040(3)
80,000 seats 25,000 seats 35,000 seats 40,000 seats 10,700 seats
France France France France France France France
67% 100% 50% 50% 50% 100% 100%
2025(5) 2043 2040 2045 2040 2027 2027
(4) 26.4 years: average weighted residual term for the current net value of each of the contracts for the 353,000 spaces under concession. (5) See Note H to the consolidated financial statements.
Europe
Business activity Concessions VINCI Autoroutes
35
Germany Toll Collect (motorway toll system) 14,000 parking spaces A-Modell A4 motorway A-Modell A5 motorway A-Modell A9 motorway Belgium Liefkenshk rail link, Antwerp 56,000 parking spaces Spain 65,000 parking spaces France ASF network Cofiroute network Escota network A86 Duplex tunnel Arcour (A19) Openly, Lyon Prado Carnage tunnel Prado Sud tunnel Truck tape Rhnexpress 450,000 parking spaces Stade de France Le Mans stadium Nice stadium Bordeaux stadium Dunkerque arena 9 airports: Chambry, Clermont Ferrand, Dinard, Grenoble, Nantes (3), Quimper, Rennes Car Rental Center, Nice-Cte dAzur Airport GSM-Rail SEA HSL ToursBordeaux Public lighting, Goussainville Pubic lighting, Rouen Greece Charilaos Trikoupis Bridge AthensTsakona motorway MaliakosKleidi motorway Luxembourg 53,000 parking spaces Netherlands Coentunnel Portugal Two bridges over the Tagus Czech Republic 39,000 parking spaces United Kingdom Newport Southern Distributor Road Severn Crossings 122,000 parking spaces Hounslow district road network Isle of Wight road network Russia 900 parking spaces Moscow-St Petersburg motorway Slovakia 3,000 parking spaces R1 (PR1BINA) expressway Switzerland 6,000 parking spaces Turkey
Rest of the world

Cambodia 3 airports Canada Fredericton-Moncton Highway Confederation Bridge 138,000 parking spaces Colombia United States 566,000 parking spaces India Jamaica Trans Jamaican Highway Peru
Rail infrastructure Motorway and road infrastructure Parking facilities
Airports Infrastructure projects under study Stadiums and other public facilities
VINCI Autoroutes
36
37
Profile
With a network of 4,385km under concession, VINCI Autoroutes is Europes leading motorway operator. Its four concession operating companies ASF, Cofiroute, Escota and Arcour serve the south and west of France, representing half of Frances total motorway network under concession. VINCI Autoroutes motorways carry 2.2million customers a day and have 1.7million electronic toll subscribers. Drivers cover 46billionkm annually on VINCI Autoroutes motorways, representing almost 800million toll transactions. VINCI Autoroutes invests massively 6.5billion over the last six years in extending and modernising motorway infrastructure to improve safety and reduce its environmental footprint. This investment creates short-term economic activity while improving mobility and access to the different regions, thereby contributing to their growth. It goes hand in hand with a service-based policy that improves traffic flow and driver comfort and hence safety on the motorway, reinforcing the appeal of VINCI Autoroutes networks.
38
39
Traffic
2012 (inmillions of kilometres travelled) ASF Escota Cofiroute Arcour Total 28,290 6,636 10,802 267 45,995 2012/2011 change on a stable network -1.5% -1.2% -2.4% +0.7% -1.7%
Revenue (1)
(in m)
4,409
4,439
Net income attributable to the owners of the parent (2)

(in m and as a % of revenue (1))
820
827
18.6% 2011 2012 2011
18.6% 2012
VINCIs motorway concessions in France

Cash flow from operations (3) 3,087
2,018
A86 Duplex
2,019
3,058
Laval Angers Nantes La Roche sur Yon Niort Rochefort Saintes
Alenon Le Mans
Paris
45.8%
Orlans
45.5% 2012
69.4% 2011
69.5% 2012
2011
Tours Poitiers
Bourges Clermont Ferrand Lyon Saint Etienne Brive la Gaillarde Gap

Northern Lyon ring road
Net financial debt (2) (4)

(in m)
Bordeaux
17,157
Menton Monaco Nice
16,617
Montauban Biarritz Toulouse
Nmes
Orange Aix en Pce
Narbonne
Toulon
ASF Cofiroute Escota Arcour
Puymorens tunnel
(1) Excluding concession subsidiaries works revenue. (2) Including ASF Holding and Cofiroute Holding. (3) Before tax and financing costs. (4) At 31 December.
2011
2012
Motorway networks under concession in Europe

(inkm (*))
VINCI Abertis Atlantia Eiffage Brisa Ferrovial
4,385 3,327 3,026 2,607 1,696 1,484
(*) Sources: internal studies and company literature.
Revenue by network (1)

(in m and as a %)
ASF Escota Cofiroute Arcour
2,525 667 1,208 40
57% 15% 27% 1%
40
Chairman of the Roanne Loire Nord Chamber of Industry and Commerce
JeanBernard Devernois
To legitimately claim its position as the western gateway to the Lyon urban area, Roanne needed an effective transport link. The A89 gives it just that.
41
In January 2013, the last section of the A89 motorway leading in to the Lyon urban area was inaugurated. This transversal artery on which construction began in 1990 puts Lyon just five hours and 15 minutes from Bordeaux and establishes a link between areas determined to develop their potential, such as Le Roannais.
The A89 has established a direct motorway link between Bordeaux, Clermont Ferrand and Lyon. What are the benefits it brings to an area like Le Roannais?
Roanne flourished in the first half of the 20th century because of its location as a double hub, on the N7 express road link and the ParisLyonMediterranean rail line. In the 1960-1980 period, the routing of the A6 motorway and then the TGV high-speed rail line through Mcon weakened its position. During this period, the city also had to undertake an industrial reconversion against the backdrop of crisis in the textile and mechanical engineering sectors, and the phenomenon of globalisation. Roanne has now found a new balance for its activities, which have been diversified and strengthened. The overconcentration on industry has been corrected by the arrival of service activities and Roanne companies have gained in value-added by focusing on the top end of their markets. But the problem of accessibility remained. To legitimately claim its position as the western gateway to the Lyon urban area, Roanne needed an effective transport link. The A89 motorway gives it just that, with a magnificent, fluid and reliable road layout.
What immediate and medium-term impacts is the new road link expected to have on the areas economic fabric?
Companies in the area will be more easily able to attract executives, which will help consolidate its service-sector reconversion. Our universities will also benefit from better mobility and the road layout has revealed the charm of our landscapes. Tourist activity coupled with our gastronomic tradition is bound to take advantage of the new situation. For the Lyon area, the A89 opens up opportunities to the west that it struggled to exploit given inadequate infrastructure. It will help the establishment of decentralised entities in the Roannais areas attractive land base.
The A89 is often described as the consultation motorway. Would you agree with this?
The term strikes me as absolutely justified. First, there was close consultation between political decision-makers, the chamber of commerce network and companies in the area. In Le Roannais, all the stakeholders, including environmental protection non-profits, believed that the motorway would be a genuine asset if well designed and built. Secondly, ASF played a major role by doing the work required to really bring the area together and take all its aspects into account so that all the parties would adhere to the project.
42
Sound performance and sustained investments
In 2012, VINCI Autoroutes continued to invest in extending and modernising its networks and rolled out new services while also optimising its operating performance.
Economic performance
Despite tough economic conditions leading to an unprecedented fall in traffic over the whole of the French motorway network, VINCI Autoroutes revenue increased 0.7% to 4.4billion in 2012. Traffic levels fell due to weak economic trends, unfavourable weather conditions in the first half of the year and persistently high fuel prices. Light vehicle traffic contracted 1.4% while heavy vehicle traffic fell 3.5% as economic stagnation in France and the recession in southern Europe depressed both national and international trade. Against this backdrop, the slight increase in toll revenue came from two factors: ramp up, as forecast, of the A86 Duplex in the Paris region, which was brought into service in 2011 and accounted for 0.2% of the increase; and the effect of contractual price rises, which compensated primarily for the substantial investments made under the motorway operators master plans (2.1%). Cash flow from operations before tax and financing costs rose from 69.4% in 2011 to 69.5% in 2012. This was partly the result of the productivity gains generated by automation of toll collection, which now accounts for 95% of transactions, but was mainly due to the work begun several years ago to develop collaboration between VINCI Autoroutes various companies and the continuous investment to optimise motorway services. The efforts already
made in management of electronic toll collection (ETC), purchasing and information systems were supplemented by the growing convergence in organisation and operating methods between the different networks. Over the next few years, this convergence will lead to further optimisation of VINCI Autoroutes operating performance in economic terms, but also in terms of the service offered to users.
Investment and debt

VINCI Autoroutes investment remained at a very high level, totalling 1.1billion in 2012. Apart from network extension and modernisation as stipulated in contracts, further investment was made under the green motorway package (see p. 45). In accordance with the commitments made to the concession grantor, this package will come to an end in spring 2013. All programmes combined, the works contracted by VINCI Autoroutes to companies in the construction sector provide employment for approximately 7,500 people every year, i.e.the equivalent of the companys workforce. Taking all networks into account, these jobs make a significant contribution to supporting economic activity in the different regions. The quality of VINCI Autoroutes operational performance and the resilience of its business model are supported by prudent debt management, in line with VINCI Group policy. In July 2012, ASF signed a five-year syndicated credit facility of 1.8billion, replacing one due to expire in December 2013. At 31 December 2012, the net financial debt of the motorway companies, including holding companies, came to 16.6billion, compared with 17.2billion at 31 December 2011.
Infrastructure
New sections
A89. The inauguration on 19 January 2013 of the 53km BalbignyLa Tour de Salvagny section marked the completion of the massive A89 motorway project between Bordeaux and Lyon (see p. 8). After 16 years of works financed by ASF, this transversal 500km artery linking the Atlantic seaboard to the Rhone Valley has now been brought into full service, reducing travel time from the outskirts of Lyon and the city of Bordeaux to five hours 15 minutes. Building the last section represented a 1.5billion investment for ASF and four years of works, including construction of five interchanges and a junction, eight viaducts (cumulative length 2,150 metres), 108 standard bridges and tunnels and three twin-tube tunnels (a total of 5,700 metres). After completion of civil engineering and road building works, work in 2012 consisted primarily of installing safety and operating equipment, particularly in the three tunnels, and preparing for entry into service. Operation of the new section, facilitated by feedback from the experience gained in the many motorway tunnels built and managed by VINCI, is handled by teams recruited entirely through internal transfers.

01
43
01 Rollout of the new equipment (automatic incident detection, CCTV, etc.) helps guarantee customer safety. 02 A total of 322 of the 444 rest and service areas in the VINCI Autoroutes network were upgraded as part of the green motorway package.
02
44
(ASF and Escota) (in m and as a % of revenue (*))
ASF group
Revenue(*)
Cofiroute
Revenue(*)
(in m and as a % of revenue (*))
Throughout the entire duration of the project, the teams collaborated in a very proactive manner with stakeholders concerning biodiversity conservation, in particular. The measures conceived and put in place with local nature protection non-profits included two innovative programmes. The first concerned protecting the white-clawed crayfish, which entailed raising several hundred specimens taken from local streams in an artificial habitat before reintroducing them into the natural environment. The second programme focused on protection of bats and entailed building two experimental crossings above the motorway. A9 Montpellier. The displacement of a section of the A9 to bypass Montpellier, a project confirmed in 2011 following a public consultation process, is one of the main investment projects for VINCI Autoroutes networks over the next few years. It entails building a new 12km section and redeveloping 13km of existing sections. Studies, land release procedures and preliminary work started in 2012, with the aim of bringing the new double section into service on 31 December 2017.
3,170
3,191
1,202
1,208
2011
2012
2011
2012
Cash flow from operations (**) 2,185
Cash flow from operations (**) 848
2,207
856
68.9% 2011
69.1% 2012
70.6% 2011
70.8% 2012
Net financial debt (***) 11,316
Net financial debt (***) 2,960
11,149
2,877
Widening projects
A63. In early July 2012 ASF completed work on the Basque Coast motorway to widen an 18km section between Ondres and Biarritz into a three-lane dual carriageway significantly ahead of the contractual deadline. Work on a second 22km section between Biarritz and the Spanish border depends on the outcome of negotiations between the French state and local government authorities concerning the Saint Jean de Luz interchange. Upgrading these two sections represents a total investment of 700million. A9. ASF continued with major widening work on the A9 on the approach to the Spanish border. Progress made on a first 14km section (Perpignan NordPerpignan Sud) enabled partial opening of a third lane over 10km, with full entry into service of the three-lane dual carriageway scheduled for June 2013. For the second section (Perpignan SudLe Boulou), completion of studies and preliminary procedures will allow launch of the first works phases in 2013. A50. The widening project for a 21km section between La Ciotat and Bandol, launched at the beginning of 2011 and representing an investment of 91million, was successfully completed by Escota in less than two years. Cofiroute network. Studies are under way for widening sections carrying heavy traffic on the A71 between the junctions with the
2011
2012
2011
2012
(*) Excluding concession subsidiaries works revenue. (**) Before tax and financing costs. (***) At 31 December.
A85 and the A20 (5km); on the A10 between the Chambray interchange and the junction with the A85 (6km); and between the junctions with the A19 and the A71.
Upgrading projects
VINCI Autoroutes companies launched or continued several network upgrading projects in 2012, the most notable being: - construction of a new interchange north of Angers on the A11, for the ASF network; - redevelopment of the Gatignolle interchange near Angers on the A11, for the Cofiroute network; - upgrading of the junction with the A52 on the A50 and the Nice West access on the A8, for the Escota network. In addition, in 2012, Escota completed the safety upgrade programme (apart from the final finishing works) for all the tunnels in its network, which represented an investment of close to 400million over a decade.
01 Escota completed the safety upgrade programme for all the tunnels in its network. 02 The men in yellow, the most visible link in the safety chain, participate in the awareness-raising actions regularly conducted in the networks rest and service areas.
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Examples of the green motorway package

Seven water protection zones were implemented by ASF on the A10 close to drinking water intakes, primarily in CharenteMaritime. The tanks built receive runoff and accidentally polluted water, which is then treated in specialised units. Two carpooling parking facilities with 75 places each were brought into service in 2012 by Cofiroute on the
outskirts of the Paris region, at the Ablis (A11) and Allainville (A10) toll plazas. By the end of December, 605 parking places had been created on VINCI Autoroutes networks. Seventy escape routes for wild boar were designed and installed by Escota alongside its network, in collaboration with hunters associations. These one-way crossings allow animals that have managed to penetrate into the fenced-off area alongside the motorway to escape back into the natural environment.
01
02
Lastly, Cofiroute and ASF launched the first phase of works in connection with construction of the ToursBordeaux SEA high-speed rail line project (see p. 62), which involves 24 points of contact with the A10 motorway. Similar works were started on the interfaces between the Cofiroute network and the future Bretagne-Pays de la Loire high-speed line.
Green motorway package
Over 40% of the investment scheduled as part of the green motorway package was made in 2012. This innovative package, which is a return to the adossement system of concession companies financing additional investments that were not initially included in their contracts, has made it possible to launch a wide-ranging programme that entails environmental upgrading of the older sections of motorway companies networks in return for a one-year extension of the signatories concession contracts. The green motorway package is unique both in terms of its contractual framework and the scale and speed of execution of the works. Between signature of the package in the first quarter of 2010 and its completion in the spring of 2013, VINCI Autoroutes will have financed, studied, implemented and completed an investment programme totalling 750million.
Organised around five component parts (protecting water resources; protecting nearby residents from noise; conserving biodiversity; eco-refurbishment of rest and service areas; and reducing CO2 emissions), the green motorway package has involved 1,800 projects over the whole VINCI Autoroutes network. Hydraulic infrastructure, noise barriers, crossings for animals, wastewater treatment units, source-separated waste collection in rest and service areas, parking facilities for carpooling, no-stop electronic toll collection (ETC) lanes: these works, spread out over the whole VINCI Autoroutes network have made it possible to upgrade older sections to the environmental standards applied to more recent sections. During the three years of work, 6,000 direct jobs were created, together with the same number of indirect jobs. VINCI Autoroutes environmental commitment applies not only to motorway infrastructure but also to operation. All the concession companies regional offices have obtained ISO 14001 certification. Aside efforts to reduce the environmental impact of their activities, VINCI Autoroutes companies devote substantial resources to the upkeep of the natural environment in the 20,000 hectares of green spaces alongside its motorways by practising responsible management of this land.
Safety
Safety on the motorways

The key priority of VINCI Autoroutes, and one that governs all its operations, is to guarantee the safety of its customers on motorways. The most visible link in this chain is the 2,300 employees working for the viability-safety division (the men in yellow), who are permanently present on the networks. In 2012, they installed 27,230 work-in-progress markers, removed 77,708 bulky objects from traffic lanes and carried
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01 Radio VINCI Autoroutes sets the standard for the accuracy and rapid response of its traffic information. 02 201 no-stop (30km/h) ETC lanes are in service on the VINCI Autoroutes network. 03 The VINCI Autoroutes smartphone application has been downloaded 450,000 times since it was launched in 2011 and is used regularly by over 300,000 customers. 04 The VINCI Autoroutes Foundation for Responsible Driving conducted numerous awareness-raising actions. During the Adopt the breathalyser reflex operation, 100,000 free breathalyser kits were distributed.
out 61,775 interventions with customers whose cars had broken down or been involved in accidents. They are part of a chain of information and intervention coordinated by the control centres, which ensure a rapid response to any incident by mobilising the appropriate resources, in liaison with the public services responsible for safety. This human and technical organisation is particularly effective during the winter viability campaigns, which every year mobilise 2,000 employees and 403 gritting and snow-removal machines. Aside scheduled operations to maintain infrastructure to the highest standards, driver safety is also enhanced by installation of new equipment such as video, automatic incident detection and warning displays. Other safety measures involve speed regulation systems governed by traffic density, deployed in coordination with the government on sections with particularly heavy traffic and in periurban areas.
The VINCI Autoroutes Foundation for Responsible Driving

The VINCI Autoroutes Foundation for Responsible Driving has set itself the goal of changing attitudes and behaviour concerning road safety and helping advance knowledge in this field. To carry out this dual mission, the Foundation conducted numerous awareness-building actions in its second year of existence. These actions took place either as part of national campaigns (heavy vehicle safety days, national sleep awareness day, the safety for bikers operation during the Motorbike Grand Prix in France, the Adopt the breathalyser reflex operation, and the campaign to ensure the safety of the men in yellow, etc.), or as regional and local operations carried out with VINCI Autoroutes operating entities and special events organised on the network (the Etapes Estivales et Hivernales summer and winter events, in particular). Using a budget of 2million a year, the Foundation also
supports non-profit and community projects sponsored by VINCI Autoroutes employees that help combat unsafe driving practices. Inthe field of research into road risk, the Foundation has published the full results of an extensive scientific survey coordinated by the Raymond-Poincar hospital in Garches (near Paris) on the problem of drivers nodding off at the wheel, which is responsible for 40% of fatal accidents on motorways. Fifteen years after a first study on this topic, the data gathered highlighted the increasing sleep deficit of French drivers, particularly before the big summer holiday migrations. In partnership with the non-profit organisation Ferdinand, chaired by the actor Patrick Chesnais, the VINCI Autoroutes Foundation has also designed a collaborative multimedia platform Roulons Autrement (A new way of driving) aimed specially at raising the awareness of younger drivers. The platform has been online since 15 January 2013 on www.roulons-autrement.com and also on social media (Facebook and Twitter).
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02
Workplace safety for employees

VINCI Autoroutes has a proactive policy of preventing workplace accidents, strongly supported by management and rolled out with all front-line employees, in particular through prevention visits, the regular 15-minute safety sessions and systematic analysis of high-risk situations. These efforts have led to an improvement in safety results, with a work accident frequency rate, all operating entities combined, of 9.85 in 2012, compared with 11.63 in 2011 ASF, for instance, achieved the lowest frequency rate in its history.
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03
04
VINCI Autoroutes acts with the same determination in its role as prime contractor for the thousands of work projects carried out by partner companies on its networks. The 100% worksite safety initiative launched in March 2012 aims to achieve zero accidents on worksites and in motorway operation. Some 350 VINCI Autoroutes employees responsible for prime contractor assignments received specific training during the year. VINCI Autoroutes has introduced new rules in its contracts covering management of safety on worksites, with penalties for non-compliance, the aim being to improve safety for both staff and customers when work is being carried out without interruption to traffic.
Services
Electronic toll collection and remote assistance
VINCI Autoroutes plays an active role in development of electronic toll collection (ETC), which simplifies journey management and offers time savings for motorists. Supported by simple and effective communication, VINCI Autoroutes ETC sales platform enabled the sale of 364,000 new transponders (tags) in 2012. A record was set during the summer, with 45,127 tags sold in July alone. At the end of the year, the total number of tags in service for light vehicles came to 1.7million units, an increase of 12% over the previous year. The appeal of ETC was reinforced by new no-stop toll lanes (vehicles pass through at 30km/h). These lanes, which offer a number of advantages in terms of driver convenience, traffic flow, fuel savings and lower greenhouse gas emissions, are currently being installed at the main toll plazas on the VINCI Autoroutes network. The creation of dedicated lanes entails substantial work on the barriers themselves to guarantee optimal safety for customers and operational staff. At end 2012, 201dedicated lanes were in service on the VINCI Autoroutes network, and 136million transactions were recorded during the year. The development of ETC for subscribers goes hand in hand with modernisation of toll plazas and installation of automated lanes equipped with all-payment terminals linked to VINCI Autoroutes remote assistance services.
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Fifteen remote-operation centres employing almost 200 specially trained operators, totally integrated within the operations organisation, cover all VINCI Autoroutes motorways. The increasing automation of toll collection is bringing change to the traditional role of toll attendants, who now work more in customer relations and in the technical maintenance of toll equipment, thus protecting jobs. For every 100 transactions recorded on VINCI Autoroutes networks in 2012, 42 were paid by ETC tags and 53 in other automated lanes.
Rest and service areas

In parallel with the eco-refurbishment programme conducted on 322 of the 444 rest and service areas in the network as part of the green motorway package, VINCI Autoroutes carried out works to significantly increase quality of service: new restroom buildings equipped with eco-friendly flush mechanisms and automated disinfection systems, refurbishing of green spaces and new picnic equipment, redesigned pathways and easier access for people with disabilities. This redevelopment work, carried out simultaneously at the great majority of sites, has enhanced the quality of service offered to customers using VINCI Autoroutes networks. VINCI Autoroutes continued with work to broaden the range of services available to customers in its service areas. As the operating contracts for commercial facilities reach their term, new well-known highstreet brands, such as McDonalds, Hippopotamus, Paul or Flunch are appearing on the networks. VINCI Autoroutes is also renovating buildings and enhancing safety in outdoor spaces, particularly by separating circulation of light and heavy vehicles. VINCI Autoroutes organises special events in its rest and service areas during holiday periods to encourage travellers to take regular, relaxing breaks. The 2012 Etapes Estivales (summer events) mobilised a thousand or so employees in organising 2,800 days of special events on some 50 rest and service areas, on the themes of the environment, sport, culture and safety, in partnership with Radio VINCI Autoroutes and the VINCI Autoroutes Foundation for Responsible Driving.
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On the same principle, events were organised for the Easter, All Saints Day (1November) and Christmas holidays an opportunity for VINCI Autoroutes to present the equipment used in the winter viability campaign and raise motorists awareness of best practices in winter driving. Lastly, VINCI Autoroutes is increasing its capacity to accommodate heavy goods vehicles at its rest and service areas. An additional 334 parking spaces were created in 2012 (on the A8, the A63 and the A85), including 50 or so in a secure new truck park in Labenne (A63) in the Landes region. Information about the availability of heavy goods vehicle parking spaces in rest and service areas, using panels gradually installed on the network upstream of these areas, enables better organisation of working and resting time for HGV drivers and their employers.
01 During holiday periods, VINCI Autoroutes organises many events in rest and service areas on its networks to encourage travellers to take a break.
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Customer information and services

Radio VINCI Autoroutes, created in 2011, proved its full worth in 2012. The cost savings generated from combining the former Cofiroute and ASF-Escota radio stations were reinvested in a broader array of programmes, in increasing the stations broadcasting resources and developing information and services. Radio VINCI Autoroutes covers the 4,363km of motorways in service and is both a general-interest radio station offering quality programmes with a uniform editorial line and sound signature across all the networks and a motorway radio service that sets the standard for the accuracy and rapid response of its traffic information. Broadcasting architecture and regional relays were designed to provide listeners with the most accurate local information and continuity throughout their journey. Close collaboration between the journalists and the operational teams, who share the same culture and use the same trafficmonitoring tools, helps optimise the speed at which information is broadcast, particularly for notification of incidents. The VINCI Autoroutes application for smartphones contributes to greater safety on the networks by giving users real-time information on traffic conditions (traffic on the route chosen, tailbacks, motorway works, etc.) and also allows users to notify an accident; after verification, the information is broadcast on other motorway media. The VINCI Autoroutes application also informs users about the services available on upcoming rest and service areas, enabling them to assess these services and access comments made by the user community. The VINCI Autoroutes application, an innovative tool for assisting travel that was supplemented by new functions for the 2012 version, has won the approval of the motorway industry and attracted many users. With almost 450,000 downloads since its launch in 2011, it is used regularly by over 300,000 customers. The 3605 number is VINCI Autoroutes new customer service. Launched in October 2012, it supplements the radio and Internet services. This single and easy to memorise number allows users to contact a VINCI
Autoroutes adviser, on a 24/7 basis, to prepare their trip through information about weather and traffic on the chosen route, advice about the best itinerary, information on ETC and the cost of a journey, and even notify the operator about an incident. The 3605 number is staffed by VINCI Autoroutes employees, mostly former toll attendants, who are specially trained and use tools specifically developed for this purpose. In the first weeks following its launch publicised by Radio VINCI Autoroutes the 3605 number received and handled several hundreds of calls a day (37,135 altogether in the first three months of operation).
International
Germany
Toll Collect, in which Cofiroute has a 10% stake, developed the toll system for heavy vehicles covering the entire German motorway network (12,800km) and has been operating it since 1 January 2005. The system uses satellite technology coupled with GSM links via on-board terminals. After extension of the system to Austria in 2011, in partnership with the Austrian motorway operator Asfinag, Toll Collect extended its coverage to 1,135km of A-roads in Germany, at the request of the Federal government. The tolls collected on behalf of the German government amounted to 4.4billion. The decision on settling the dispute between the government and Toll Collect relating to late start-up of the project had not been resolved by the end of 2012.
Outlook
The lack of visibility for economic conditions in France and Europe at the end of 2012 prevents accurate forecasting of traffic volumes in 2013. They will be bolstered by greater use of the last link in the A89 towards Lyon and the most recent infrastructure (the A86 Duplex in the Paris region, A19). In view of the expected impact of bringing new sections and infrastructure into service and contractual toll increases, toll revenue should rise slightly in 2013. At the same time, the impact of synergies between VINCI Autoroutes networks, which generate economies of scale and help optimise operating performance, should allow it to maintain Ebitda margin at a level similar to that achieved in 2012. In compliance with the commitments made in their master plans, VINCI Autoroutes motorway companies estimate that they will spend around 850 million on widening and upgrading work on their networks in 2013. Improving safety, traffic flow and driver convenience on its motorways while reducing their environmental footprint creates long-term value for government authorities. In parallel, VINCI Autoroutes will pursue its policy of developing motorway services. Its investment in new-generation ETC, motorway information services, travel optimisation services and the quality of customer service in its rest and service areas reinforce the appeal of its networks, and therefore the advantages of using the motorway as opposed to other types of road.
United States
Cofiroute USA operates the 35km 91 Express Lanes urban toll motorway in California, which is equipped with a fully automated price modulation, barrier-free system. Talks are in progress to extend the operating contract to a neighbouring motorway in Riverside County. In Minnesota, Cofiroute USA operates an innovative toll system on high occupancy and toll (HOT) lanes on the I-394 and I-35W motorways in the Minneapolis urban area, which is free for carpooling vehicles while solo drivers pay a toll. In other international projects, VINCI Autoroutes has also contributed its expertise to motorway projects being developed by the Group in Russia (the MoscowSt Petersburg motorway, see p. 59) and several other countries where calls for tender are under way.
VINCI Concessions
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Profile
VINCI Concessions supports its concession-granting partners in the design, financing, programme management, operation and maintenance of major public infrastructure and amenities in countries around the world. Its expertise is built on the daily, local contact of its operating teams with users and customers, enabling it to better understand and meet their expectations through innovative services and application of the highest standards of quality. This focus on the end customer, which informs VINCI Concessions approach at all stages of projects and infrastructure life cycle, is supplemented by an ongoing determination to respond to the concerns of all stakeholders. This optimises the integration of engineering structures into their surroundings, whether in environmental, economic or social terms. Airports. With the acquisition of ANA(*), VINCI Airports will be strengthening its presence in the airport concession market. The subsidiary, which will be managing 23airports around the world (10 in Portugal, 10 in France and three in Cambodia) will handle over 40million passengers a year, 15million of them at the Lisbon hub. Road infrastructure. VINCI Concessions currently operates or is building over 1,000km of motorways, together with road bridges and tunnels, in seven European Union countries and also in Russia and Canada. Its constant concern is to optimise the operation of the infrastructure so as to satisfy users to the highest possible levels. Parking. VINCI Park is the worlds leading operator of parking facilities, with the most comprehensive offer in the market. It is active in 13 countries, mainly in Europe and North America, with 1,514,000 on-road and off-road parking spaces (in 2,600 car parks), under nearly 2,500 concession or service contracts. Rail infrastructure. In France, VINCI Concessions holds the concessions for the SEA ToursBordeaux high-speed line, the GSM-Rail digital communication network and the Rhnexpress link between Lyon city centre and the airport. In Belgium, it holds the concession for the underground Liefkenshoek rail tunnel in the port of Antwerp. Stadiums. In France, VINCI Stadium will be the future operator of the new Nice and Bordeaux stadiums and the Dunkerque arena under partnership contracts, and is developing a network of sports and cultural facilities that is unique in Europe. It also holds the concession and operation contracts for the Stade de France in Saint Denis, near Paris, and the MMArena in Le Mans.
(*) Contingent on fulfilment of the conditions provided for in the share disposal contract and, in particular, obtaining all the necessary authorisations from the different EU authorities.
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Business activity Concessions VINCI Concessions
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Revenue (*)
(in m)

888
915
32 3.6%
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6.4% 2012
2011
2012
2011

Cash flow from operations (**)
130
139
308
285
14.7%
15.2%
34.7%
31.1%
2011
2012
2011
2012
Net financial debt (***)

(in m)
1,738
1,441
(*) Excluding concession subsidiaries works revenue. (**) Before tax and financing costs. (***) At 31 December.
2011
2012
Revenue by business activity (*)

(as a percentage)
VINCI Park VINCI Airports VINCI Stadium Other concessions
67% 18% 11% 4%
Revenue by geographical area (*)

(as a percentage)
France Europe Rest of the world
68% 18% 14%
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VINCI Park and Buzzcar have joined forces to promote sustainable car use. The innovative community platform Buzzcar, launched initially in Lille and Tourcoing and currently being extended to other large cities in France, brings car owners and drivers together around a simple, secure car-rental service between private individuals.
You advise committees set up to promote innovation and technologies in a number of big cities around the globe on the issue of transport. What do you think will be the main characteristics of the mobility of the future?
It will be multimodal. Most people in the rich countries walk out of their homes and immediately climb into a car. However, they are increasingly tending to live in urban areas where the car is not always the most effective or the fastest way of getting around. Conversely, it is definitely the most expensive: running a car costs around 6,000 a year and this cost is constantly rising. In future, we will be able to choose our mode of transport depending on the nature of the trip: walking, cycling, metro, bus, train and, from time to time, the car, which we will pay for only when we use it. In addition, the size and characteristics of the vehicle will depend on the purpose of the trip: a one- or six-seater, a van or scooter.
Over 10 years ago, you founded Zipcar, a pioneering carsharing service company, in the United States. What is the connection between it and the Buzzcar service in France?
With Zipcar, car-sharing is organised around rental of vehicles belonging to a fleet. When we created this service, customers often asked us: Why cant Ihave the convenience of a car near my home, in my neighbourhood, in my city? It was an economic problem: we couldnt guarantee a large enough return on investment per vehicle to be able to offer this service everywhere. With Buzzcar, individual car owners rent out their own car, so were capitalising on the excess capacity of cars belonging to other people. A private car is unused 95% of the time on average. If a neighbour rents it once a month, its a straightforward profit for the owner. Car-sharing can be organised everywhere, in the city or elsewhere. As for choosing France to introduce this solution, it reflects the fact that France is ahead of the USA as far as multimodal transport is concerned.
You have joined forces with VINCI Park to develop Buzzcar. Why did you make this choice?
VINCI Park car parks are everywhere and theyre full of cars just sitting there. So it was logical to think of VINCI Park in connection with a car-rental plan. I also liked the fact that VINCI Park had already begun thinking about developing services based on the new mobility solutions that are starting to emerge. Very few big companies in the automobile sector share my forwardlooking vision of transport. And lastly, I must admit that I was very impressed by the quality of customer reception and service in their car parks!
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A private car is unused 95% of the time. We should capitalise on this excess capacity by developing car-sharing!
Founder and managing director of Buzzcar
Robin Chase
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New momentum in rolling out a model

Initially applied to road infrastructure and parking facilities and more recently extended to rail infrastructure, VINCI Concessions design-build-operate model is taking on a new dimension with a stronger presence in the airport and stadium markets and the conquest of new markets outside France.
VINCI Airports
In 2012, VINCI Airports handled 9.6million passengers, an increase of 12% compared with 2011, and generated revenue of approximately 170million, up 17.8%. VINCI Concessions acquisition of the Portuguese operator ANA(*) illustrates the Groups determination to make the airport sector a priority axis of its expansion. As concession company for 23 airports handling over 40million passengers a year and generating revenue of over 600million, VINCI Airports will have a solid base for rolling out its model of airport operator serving regions, airline companies and users.
In 2012, these 10 airports handled more than 30million passengers. They have recorded average growth of over 4% a year in passenger numbers over the last 10years. Lisbon Airport, the hub of the national airline TAP, alone attracts 15million passengers a year. It handles 25% of passengers travelling between the European Union and Brazil and also occupies a strategic position for flights to Portuguesespeaking Africa (Angola and Mozambique). All ANAs airports serve destinations with high tourist appeal and cater primarily for international passengers. Another source of business is the sizeable volume of familyrelated travel, since a large number of Portuguese nationals living in other EU countries make frequent visits to their home country. The contract to acquire shares in ANA was signed on 21 February 2013. The transaction has been submitted for the approval of the European competition authorities concerned.
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Portugal
In line with its strategic goal of developing its airport concessions business, in 2012 VINCI announced its candidature to take over ANA, the Portuguese airports concession company, in the framework of its privatisation. On completion of the selection process, the Portuguese government chose the Group as the successful candidate to acquire the national operator. ANA, which has a 50-year concession contract, manages the countrys 10 main airports, located on the mainland (Lisbon, Porto, Faro and Beja), in the Azores (Ponta Delgada, Horta, Flores and Santa Maria) and in Madeira (Funchal and Porto Santo). ANAs activities encompass management of the airports and their retail areas, together with ground handling services.
(*) Contingent on fulfilment of the conditions provided for in the share disposal contract and, in particular, obtaining all the necessary authorisations from the different EU authorities.
France
Ten airports in operation. At end 2012, VINCI Airports was chosen to take over operation of the Poitiers-Biard airport, starting 1 January 2013. This new public service management contract brings to 10the number of French regional airports managed by VINCI Airports. Excluding Poitiers-Biard, these airports handled 5.3million passengers in 2012, an increase of 7.6% over one year. Growth in traffic was particularly strong for the Nantes-Atlantique airport, which VINCI Airports has been operating since 1 January 2011. As Frances busiest regional airport for charter flights, Nantes Atlantique posted a 12% increase in passenger numbers in 2012, which reached a record number of 400,000 per month during the summer season. Thirty-two new routes were created in one year, to destinations in Belgium, France, Germany, Italy, Spain and the United Kingdom.
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The Grand Ouest airport. Since 1 January 2011, Aroports du Grand Ouest, a company owned 85%, has been given responsibility by the French state, with the support of local government authorities, for the financing, design, construction and management of the new airport to serve the Nantes region. It will replace the existing Nantes Atlantique Airport. VINCI Airports continued with work to implement this project in 2012. Favourable opinions were handed down by the competent authorities on environmental procedures (Water Act and protected species) and on the programme to upgrade local access roads. All of the land needed to complete the
operation has been acquired (including 85% by amicable settlement), while 30 agricultural land release agreements out of the 40farms concerned were also signed by amicable settlement. The new airport will reduce the number of Nantes urban area residents affected by aircraft noise from 42,000 today to just 900. The design of the new infrastructure, which complies with the requirements of the Grenelle environment law, aims to reduce energy consumption and carbon footprint to a minimum. The layout of the runways (one for landings, the other for take-off) optimises flight approach and taxiing time, while that of the terminal, whose buildings are designed to be energy positive, will divide energy consumption per passenger by three compared with an old-generation airport. Works are expected to start in 2014.
01 Three new airline companies were welcomed and two new routes set up from Siem Reap. 02 VINCI Airports goal is to provide all the expertise needed to run an airport. 03 With the acquisition of ANA, the Portuguese national company that holds the 50-year concession contract for the countrys 10 main airports, VINCI Airports is strengthening its market position.
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Cambodia
Cambodia Airports, a 70%-owned subsidiary of VINCI, is the concession company for Cambodias three international airports, serving the capital Phnom Penh, the Unesco World Heritage site of Siem Reap, near the Angkor temples, and Sihanoukville, a seaside resort and deep-water port in the south of the country. Some 2.2million passengers used the Siem Reap airport in 2012 (up 22%), while the Phnom Penh airport handled 2.1 million passengers (up13%), and also recorded sharp growth in freight business, which rose 50% over one year to 28,000 tonnes. Three new airlines were welcomed during the year and two new routes opened up from Siem Reap, toFrankfurt and Manila (Philippines). Cambodia Airports invested $28million in equipment and extensions to the three airports in 2012. Elsewhere, VINCI Airports provided assistance for the commissioning of Kutaisi Airport in Georgia, and will be assisting VINCI Construction Grands Projets with the new international Dushanbe terminal to be built in Tajikistan.
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consortium is composed of VINCI Concessions and Ringway, Eurovias UK subsidiary, which is in charge of works and maintenance. The first contract came into force in January 2013, while the second will start up in April 2013. These two new contracts join the Severn Crossings and the Newport Southern Distributor Road, already operated by VINCI Concessions since 1992 and 2002 respectively.
Germany
VINCI Concessions is the leading operator of motorway concessions in Germany through the three public-private partnerships (PPPs) won between 2007 and 2011 under the A-Modell programme. On the A9, a 46.5km section between the city of Lederhose in Thuringia and the border with the neighbouring state of Bavaria for which it signed a contract in 2011, VINCI Concessions has initiated widening works on a 19km stretch. On the A5 (60km section between Offenburg and Karlsruhe in Baden-Wurttemberg), a similar project on a 41.5km section was 75% completed at year-end. The third PPP entrusted to VINCI Concessions concerns a 45km section of the A4 between Gotha and Eisenach, in Thuringia, brought into service in 2010. The total amount invested in the three sections comes to 800million.
Road infrastructure
Following new contracts won in the United Kingdom and the United States, VINCI Concessions has a portfolio comprising some 20 roads, bridges and tunnels around the world. To fully satisfy the users of this infrastructure and meet the concession grantors performance objectives, the concession companies that finance, build and operate more than 1,000km of roads and the accompanying bridges and tunnels outside France have organised themselves into a coherent, interactive network that allows them to share their expertise and best practices.
United Kingdom
2012 saw strong growth in the United Kingdom, thanks to two 25-year partnership contracts (PFIs) won in collaboration with Eurovia for renovation and maintenance of road networks. The first, worth a total of around 800million, concerns the London Borough of Hounslow and covers the upgrade, repair and maintenance of 432km of roads and 763km of pavements. The second, worth a total of around 750million, covers the renovation and maintenance of the Isle of Wight road network (821km of roads and 767km of pavements). In both cases, the winning
Slovakia
Granvia, a company managed by VINCI Concessions, brought the Banska Bystrica bypass, the fourth and last section of the PR1BINA expressway, into service in July 2012. This is the first motorway PPP in Slovakia; the first three sections, totalling 46km between the towns of Nitra and Tekovsk Nemce, were completed in 2011. The full entry into service of this expressway after just 36 months of works marked the completion of the largest public works contract in Slovakias recent history.
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01 A broad consultation process was conducted with all stakeholders for the entire route of the first section of the MoscowSt Petersburg motorway. 02 The last section of the PR1BINA expressway in Slovakia entered into service in July 2012.
The works were carried out by Granvia Construction, a subsidiary of Eurovia CS, while operation is handled by Granvia Operation, a wholly owned subsidiary of VINCI Concessions. Rollout of an integrated management system should lead to Granvia Operation obtaining triple certification (ISO90001, ISO 149001 and OHSAS 18001) in 2013.
Russia
Construction works continued throughout the year on the first 43km section of the MoscowSt Petersburg motorway. The concession company is NWCC, in which VINCI Concessions has a 38.75% interest. At the end of December, almost 45% of the works had been completed. With the support of the non-profit organisation Pur Projet, which specialises in forest offset issues, NWCC conducted a broad process of consultation with all stakeholders local residents, environmental organisations, municipalities and government departments to put together a programme to upgrade the ecosystem of Khimki Forest, which is crossed by the motorway. Over the entire length of the route, the sustainable development plan put together on NWCCs initiative will invest almost 100million in environmental and social actions, on top of those already provided for in the initial contract. The section should open to traffic in 2014.
United States
Alongside Walsh Investors and Bilfinger Berger PI International Holdings, VINCI Concessions won the contract for the East End Crossing in the state of Indiana. This bridge is not only VINCI Concessions first PPP in the United States, but also one of the largest transport infrastructure projects in North America. The contract covers building a 762 metre cable-stayed bridge over the Ohio River, linking Louisville, Kentucky to the south of Indiana; a 512 metre twin-bore tunnel and 19 standard engineering structures, together with work to upgrade the road network and associated infrastructure. The total value of the contract is close on $1billion. The works, to be carried out by VINCI Construction Grands Projets and Walsh Construction, are scheduled to start in the summer of 2013 for completion in the autumn of 2016. The concession-operator consortium will handle operation and maintenance of the infrastructure for 35years in return for fees calculated on availability of the structure.
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01 VINCI Park is developing payment by mobile phone for on-street parking. 02 US subsidiary LAZ Parking has bolstered its positions in the hotel sector. 03 A new remote-operation and operational assistance system is being rolled out in the main French car parks. Some 150 of them had been equipped by end 2012.
VINCI Park
Benelux
Coentunnel Company, held 18% by VINCI Concessions, 18% by CFE (a VINCI Construction subsidiary) and 5% by the CFE subsidiary Dredging International, has since 2008 held a 30-year concession for the new Amsterdam Coentunnel, which will double the capacity of the existing tunnel. The new structure is a 750 metre five-lane immersed tunnel, construction of which was completed in 2012. It will be brought into service in the first half of 2013, when upgrading work on the existing tunnel will start. VINCI Parks revenue rose 2.6% to 615million. Growth on a like-for-like basis was 1.5%, reflecting a satisfactory perform ance on the operating level despite weak economic trends in Europe. The number of spaces managed, up 3.6% over one year, totalled 1,514,000 at year-end. VINCI Park, the world leader in parking facilities, offers solutions to satisfy urban mobility demand and users expectations, thereby guaranteeing the means to continue developing its business outside France.
France
Against a backdrop of virtually flat economic activity, VINCI Parks revenue in its oldest market rose 1.3% on a comparable basis, with the increase in prices and season ticket sales offsetting the fall in hourly occupancy. A new remote operation and operational assistance system, which is a major step forward in optimising operational perform ance, is being rolled out in the main French car parks; 150 of them were equipped by the end of 2012. The system enables remote management of all car parks in the network from a national service centre, freeing up staff from surveillance tasks to focus on customer service and sales development. VINCI Park expanded its network of car parks to the towns of Vallauris Golfe Juan (30-year contract for 2,475 off-road and on-road spaces) and Bondy (1,425 spaces) and strengthened its presence in big urban centres through winning new contracts. Themain developments were Bordeaux (the Pellegrin hospital car park: 1,427 spaces), Rueil Malmaison (Jean Jaurs car park) and Marseille. In this last city, VINCI Park opened the new 700-space Vieux Port Fort Saint Jean car park, which was built in the framework of a 40-year concession and serves, among other facilities, Mucem, the museum of European and Mediterranean civilisations. Also in Marseille, VINCI Park obtained an operating contract for the future car park in the Les Terrasses du Port shopping centre. Italso started construction work for a new car park in Rue Frmicourt in Pariss 15th district. In addition, in 2012 VINCI Park formulated innovative mobility services that will be rolled out as of 2013 and will confirm its lead in parking-related services.
Greece
Through its subsidiary Gefyra, VINCI Concessions holds the concession contract for the Charilaos Trikoupis Bridge, built by VINCI, which spans the Strait of Corinth and links the Peloponnese to mainland Greece. A toll interoperability system between all the Greek motorway concession companies will be brought into service in 2013. VINCI Concessions also holds stakes in the concession companies operating the AthensTsakona (365km) and Maliakos Kleidi (240km) motorways. Work begun on these two motorways was suspended in 2011. Despite sizeable delays in land release and the serious economic crisis in the country, talks are now well advanced with the Greek authorities to resume the projects on a new, more viable long-term basis.
01
France
The Tunnel du Prado Sud company, 58.5% owned by VINCI Concessions, has since 2008 held the 46-year concession for a 1,500 metre urban tunnel with two superimposed levels, each with two lanes. Reserved for light vehicles, it will extend the existing Prado Carnage tunnel towards the southern part of Marseille. The Prado Carnage tunnel was built and is operated by SMTPC, in which VINCI Concessions also owns an interest. Civil engineering work on the new tunnel was completed in 2012 and 2013 will be devoted to installing equipment with a view to bringing the tunnel into service in 2014. The total investment is 160million.
02
03
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VINCI Park
Revenue by geographical area (*)
(as a percentage)
France United Kingdom Spain Belgium Rest of Europe North America
70% 9% 5% 3% 5% 8%
International
Spaces by geographical area (**)
(as a percentage)
France United Kingdom Belgium Spain Germany Rest of Europe North America
30% 8% 4% 5% 1% 6% 46%
Revenue by type of contract (*)

(as a percentage)
Concessions and long-term leases Service contracts Freehold
77% 17% 6%
Spaces by type of contract (**)

(as a percentage)
Concessions and long-term leases Service contracts Freehold
23% 76% 1%
VINCI Parks competitive position (***)

VINCI Park is active in 13 countries and is world leader in parking facilities. It is leader in France ahead of Effia and Q-Park and has very strong positions in the United Kingdom, Spain, the United States (via its subsidiary LAZ Parking) and in Canada (particularly in Quebec, where VINCI Park is the number one player).
(*) Excluding concession subsidiaries works revenue. (**) Including LAZ Parking (USA), consolidated under the equity method. (***) Sources: in-house study and company literature.
Revenue outside France rose 5.3%, primarily due to new contacts and several acquisitions. Europe. VINCI Park strengthened its positions in Belgium, with three new car parks in the Brussels region (Erasme and Lennik for a total of 1,544 spaces); in Switzerland (takeover of the Mon Repos car park in Lausanne); in Luxembourg, where business volumes rose 40% in one year; in the United Kingdom, where new contracts were signed, including that for the Derriford hospital car park in Plymouth (3,500 spaces). In Spain, new contracts were won in Madrid (Quevedo car park: 600 spaces), Seville (Nervion Plaza shopping centre: 1,250spaces) and Zaragoza (El Clinico: 389spaces). These helped stabilise business volumes in a very tough economic environment. In Germany, after the sharp contraction posted in 2011 linked to termination of a major contract, revenue returned to growth (up 10%). North America. VINCI Park Canada, which manages more than 130,000 spaces at 360sites, continued on its strong growth trajectory, with revenue up 24%. This was due both to its solid long-standing positions (particularly in Quebec where VINCI Park is the number one player) and the 15 or so new contracts won. Chief among them were the McGill University health centre car park in Montreal, the Consilium Place and Four Seasons Hotel car parks in Toronto and the Eastern St Clares Mercy Hospital public parking facility in St Johns, Newfoundland. In the United States, LAZ Parking (50%-owned subsidiary whose revenue is not consolidated by VINCI Park) posted a 24% increase in revenue. The main contributors to this strong growth momentum were new contracts won for the University of Ohio (35,000 spaces), CNNs world headquarters in Atlanta (2,000 spaces) and the Oakland International Airport (9,000spaces). The US subsidiary also bolstered its positions in the hotel sector, in which it manages some 100 car parks, and strengthened its partnership with the authority in charge of transport for the Boston urban area (MBTA), for which it manages 45,600spaces on 102 sites.
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Rail infrastructure
As concession company for four projects already in operation or under construction in the rail infrastructure sector, VINCI Concessions has acknowledged expertise that helps it deploy its integrated model outside France, thus serving its clients and helping them guarantee user satisfaction.
France
South Europe Atlantic high-speed line. The massive South Europe Atlantic highspeed line project (SEA HSL) between Tours and Bordeaux, in which all of VINCIs business lines are involved, entered into its active phase in 2012. The new 302km line also entails construction of 38km of connections with existing lines. With a total investment of 7.8billion (current value), it is the largest infrastructure concession project under way in Europe. The project is managed by the concession company LISEA, of which VINCI Concessions is the lead shareholder, while construction has been entrusted to the COSEA joint venture, led by VINCI Construction and including Eurovia and VINCI Energies, together with other players in the rail sector. The line will be operated and maintained until 2061 by MESEA, in which VINCI Concessions has a majority stake. Demonstrating VINCIs capacity to mobilise expertise in engineering, project management and production, works were launched simultaneously over the entire route in 2012, with more than 5,000 people actively employed at the end of the year. They included 1,200 locally recruited and trained workers, thanks to exemplary coordination with state and local government agencies. By end 2012, excavation of 14million cu. metres of material had been completed (out of a total 60million cu. metres), along with 3.7million cu. metres of backfill (out of a total of 38million cu. metres). Some 84 standard engineering structures were under construction or completed (out of 430), together with 15 of 27 major engineering structures. Five of the re-routed sections of the A85 and A10 motorways, out of the eight that will have to be done, were in service at the point at which they join the line. From the first studies and throughout its construction, the project has been the focus of continuous collaboration with stakeholders. Discussions have covered conservation of the ecosystems crossed by the line, the introduction of socioeconomic measures, and the best ways of integrating the project into the regions concerned (see p. 2). The worksite will continue to gather pace in 2013, with a view to bringing the line into service in 2017 i.e.there will be 73 months to complete all the works starting from the date of the entry into effect of the contract.
GSM-Rail. Since 2010, VINCI Concessions has been responsible for deploying and then operating the new GSM-Rail digital communication system along the French rail network under a PPP. The system provides communication capability between train drivers and control centres. In 2012 Synerail, which holds the contract and in which VINCI has a 30% interest, finalised the general design and installation studies for the 2,200 radio transmitters that will be built along the 11,000km of track. The works are being carried out primarily by VINCI Energies. At end 2012, over 500 transmitter sites had been installed or were under construction. In 2011, Synerail also took over operation of the 3,000km of track already equipped with the GSM-Rail system before the contract was signed, delivering excellent service quality. Rhnexpress, Lyon. Built and managed by a consortium led by VINCI Concessions under a 30-year contract, Rhnexpress, a 23km line that connects Lyons Part Dieu rail station and the citys Saint Exupry airport in just under 30 minutes, posted an 8% increase in user rates during the first three quarters of 2012, before operation had to be interrupted for several weeks due to road works interfering with the track. A record was achieved in July, with 103,000 passengers. The very positive findings of surveys conducted with users (overall satisfaction rate of 95%) confirm the utility and reliability of the link and the attractiveness of the services offered: spacious carriages, the permanent presence of an on-board agent, information screens displaying flight schedules, and so on.
01
Belgium
Liefkenshoek link. VINCI Concessions, ina consortium with CFE (a VINCI Construction subsidiary) and the Dutch group BAM, is building a 16km semiimmersed rail tunnel in the port of Antwerp. Construction of this technically complex structure was completed in January 2013. The line will be brought into service in the summer of 2013 and will facilitate the transport of containers between the two banks of the Escaut river and help relieve traffic congestion on local transport networks. Locorail will be responsible for operation and maintenance of the line until 2050.
02
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01 At 103,000, a record number of passengers used the Rhnexpress link in July 2012. 02 Deployment of the GSM-Rail communication system, which puts train drivers in touch with ground controllers. 03 Along the route of the South Europe Atlantic high-speed rail line, open days are held regularly at the sites of the archaeological digs that are carried out before work begins.
03
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VINCI Stadium
Projects under development
VINCI Concessions has made large sporting and cultural infrastructure a strategic development avenue, supported by 15 years of experience with the Stade de France. Its ambition has taken concrete form with the award of four projects in the last four years. VINCI Stadium, the subsidiary dedicated to this activity, was created in 2012. Its goal is to build a unique network of sports and cultural venues in Europe, together with an innovative operating model for this type of structure, which boosts the image of the host city and, through the right programming, can offer pleasure, comfort and emotional experiences to a very wide public. Dunkerque arena. In October 2012, VINCI Concessions signed a partnership contract for over 27 years to build and operate the new arena in the Dunkerque area. With two halls with a combined seating capacity of 10,700, the arena will contribute to the development of its two resident clubs, the USDK handball club and the BCM Gravelines Dunkerque basketball club, and serve as a new entertainment and cultural venue for the city of Dunkerque and its surrounding region. The works will be carried out by VINCI Construction France, in partnership with local companies. Upkeep and maintenance will be entrusted to VINCI Facilities. The project accounts for a total investment of 112million. Allianz Riviera, Nice. 2012 was a year of intense activity on the Allianz Riviera project, the first of two new stadiums to be built by VINCI Concessions for the Uefa Euro 2016 tournament. Nice Eco Stadium, the VINCI Concessions subsidiary that signed a 30-year partnership contract with the city of Nice in 2011, will be responsible for operating this multisports and entertainment venue with a seating capacity of 35,000. Built by a consortium of VINCI companies and local SMEs in collaboration with architects Wilmotte & Associs, the Allianz Riviera is the first landmark structure of Var Eco Valley, a development programme declared a project of national interest. Structural works were completed by year-end for handover in 2013.
Nice Eco Stadium has signed a naming contract with Allianz France for a total amount of 1.8million a year for nine years, not including activation costs. Bordeaux stadium. The Stade Bordeaux Atlantique consortium, jointly owned by VINCI Concessions and the Fayat Group, signed a partnership contact for 30 years from the date of commissioning of the facility for the financing, construction and operation of the future multi-purpose Bordeaux stadium, a 40,000-seat facility that will host Uefa Euro 2016 tournament matches. The project was designed by architects Herzog & de Meuron, who also designed the Munich Allianz Arena and the Beijing Olympic Stadium. The works, worth a total of 166million, will be carried out by the joint venture comprising VINCI Construction France (lead company) and Fayat. They started at the end of 2012, for delivery scheduled in 2015.
Stadiums under operation

MMArena, Le Mans. The first stadium in France to benefit from a naming rights agreement, MMArena managed to limit the impact of the sporting and economic difficulties encountered by its resident club, Le Mans FC, thanks to the dynamism of the concession-operator model of its concession company, Le Mans Stadium, and the continued support of its partner MMA. Apart from the resident clubs 22 home matches, in its second year of operation MMArena hosted a number of major sports fixtures (including the Stade Franais-Agen rugby and France-Estonia football matches), which attracted a full complement of spectators. Corporate activity was also brisk, with 25 business conventions and events organised during the year. Stade de France. Built by VINCI in the framework of a consortium and operated by a consortium in which VINCI Concessions has a 67% interest, the Stade de France once again confirmed its status as a landmark venue in 2012. It hosted highprofile sporting events: in rugby, three Six Nations matches, and the final of the Top 14; in football, the French Cup and League Cup finals, the France-Belarus and FranceJapan matches, as well as athletics meets. Other major events included concerts featuring international stars such as Metallica, Coldplay, the Red Hot Chili Peppers, Black Eyed Peas, Madonna, LadyGaga, and so on. Since it opened in 1998, the Stade de France has welcomed over 25million spectators. No other European stadium can boast so high a number of international sporting events hosted, including the Football World Cup and the Rugby World Cup.
01
The Consortium Stade de France has always welcomed dialogue with its long-standing partners, which are the French government and the French football and rugby federations (the FFF and the FFR, respectively). In 2010, the consortium signed an agreement with the FFF for the French national side to be able to make use of the stadium until 2025. Negotiations are under way with the FFR and the Ministry of Sport to enable the national rugby team to continue using the stadium after July 2013. The Stade de France, which has over 90,000 Facebook fans, is present on social media and followed every week by 1.6million people.
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Outlook
Takeover of operation of Portugals main airports, after completion of the acquisition process now under way, will be the major issue of 2013. VINCI Airports will tackle this responsibility with a determination to create shared value for the benefit of public authorities, partners and airport users alike. Deployment of a proactive management and commercial policy will foster growth of business in terms of routes and passenger numbers as well as airport terminal services. In Portugal, as in France and Cambodia, VINCI Airports will benefit from the steady momentum of the air transport market, which is growing at a rate appreciably higher than that of the overall economy in all countries. VINCI Concessions will also continue striving for success in all the major projects under way (the ToursBordeaux SEA high-speed rail line, the MoscowSt Petersburg motorway, stadiums), in an approach based on continuous dialogue with stakeholders. VINCI Concessions will seek to strengthen its positions in its long-standing business lines road infrastructure and parking facilities and in those where its involvement is more recent: rail infrastructure and stadiums. On the geographical level, VINCI Concessions may tackle new markets in Asia and North America. Development of joint offers with companies in VINCIs contracting business already operating in these regions will facilitate access to these new markets an example being the first PPP won by VINCI in the United States for a transport infrastructure project. Brownfield operations may also be studied on a selective basis to speed up VINCI Concessions entry into new markets. VINCI Concessions will focus on targeted marketing policies and give priority to rollout of innovative services and optimisation of networked operation in each of its activities, with the aim of sharing best practices.
02
01 The future Dunkerque arena will be an entertainment and cultural venue. 02 The Allianz Riviera visitor centre is a 175 sq. metre space that presents the project to the public, especially youngsters.
Contracting
66
Business activity
Page 68 Page 80 Page 92
VINCI Energies Eurovia VINCI Construction At the heart of the Groups integrated model, VINCI Energies, Eurovia and VINCI Construction form an unrivalled network of expertise and companies across the world. In 2012, their 176,500 employees worked on 265,000 projects in some 100 countries.
Business activity
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Revenue
(in m)

(in m and as a % of revenue)

Cash flow from operations (*)

Net financial surplus (**)

(in m)
31,495
33,090
1,435
1,403
968
915
1,880
1,875
2,914
2,095
4.6% 2011 2012 2011
4.2% 2012
3.1% 2011
2.8% 2012
6.0% 2011
5.7% 2012 2011 2012
Revenue by geographical area

(as a percentage)
France Central & Eastern Europe United Kingdom Germany Rest of Europe Americas Africa Rest of the world
58% 6% 7% 7% 8% 5% 5% 4%
(*) Before tax and financing costs. (**) At 31 December.
VINCI Energies
68
Business activity Contracting
69
Profile
VINCI Energies employs 64,000 skilled professionals, serving public authorities and business clients, helping them to deploy, equip, operate and optimise their energy, transport and communication infrastructure, industrial facilities and buildings. VINCI Energies combines expertise in its own technology areas electrical power, heating, ventilation and air conditioning (HVAC), mechanical engineering, and information and communications technologies with expert knowledge of its customers businesses. It leverages these capabilities to develop high value-added solutions to address customers demands for efficiency, reliability and safety. These solutions support customers throughout their projects lifecycle, from project engineering and execution to maintenance, operation and facilities management. Thanks to an exceptionally dense network of 1,500 companies in 45 countries, 25 of them outside Europe, VINCI Energies combines global reach with local service. As a key player in energy efficiency and renewable energy, VINCI Energies capacity to integrate complex systems is a key component of VINCIs overall offer.
70
Business activity Contracting VINCI Energies
71
Competitive position
of VINCI Energies in its main markets France VINCI Energies is market leader, notably due to the acquisition of Cegelec and Faceo in 2010, which enabled it to significantly broaden its geographical coverage and areas of expertise in a fragmented market in which the top six players account for only 45% of the total. The business lines main competitors are GDF Suez Energie Services, Spie, Eiffage Energie, Bouygues Energies & Services (formerly ETDE) and SNEF. Rest of Europe VINCI Energies is one of the leading electrical engineering and installation companies in six countries: Germany (where the pace of growth increased significantly in 2012 following the acquisition of GA Gruppe), the Netherlands, Switzerland, Belgium, Portugal and Romania. Its main competitors are: - in Germany, Bilfinger Berger Power Services and Thyssen Krupp Industrial Services in insulation, Minimax in fire protection, Imtech and Siemens in electrical installation; - in Switzerland, Burkhalter and Alpiq in electrical installation and telecommunications; - in Benelux countries, GDF Suez Energie Services and Imtech. Outside Europe VINCI Energies operates in Africa, the Middle East, Asia and the Americas. It is the leading player in the Moroccan market.
Revenue
(in m)
Net income attributable to the owners of the parent

8,666
9,017
315
327
3.6% 2011 2012 2011
3.6% 2012


508
483
502
532
5.6% 2011
5.6% 2012
5.9% 2011
5.9% 2012
Net financial surplus/(debt) (**)

(in m)
Sources: company literature.
531
(47)
2011 2012
Revenue by business sector

(as a percentage)
Infrastructure Service sector Industry Telecoms
26% 34% 31% 9%

(as a percentage)
France Germany Switzerland Belgium Netherlands Rest of Europe Africa Rest of the world
61% 16% 4% 4% 2% 7% 3% 3%
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How would you sum up efforts to improve the safety of French nuclear facilities in the wake of Fukushima and the aging of the power plants?
Most of our nuclear power plants are approaching the 30-year mark, an age at which a number of components must be renovated or replaced even when they have undergone regular maintenance. This is what is we call a major refit. Clearly it would not be prudent to invest in such a large operation if it is only to extend the lifespan of the fleet for 10 years, so we will be aiming for 20 to 30 years. We have therefore identified and this was done before Fukushima the safety improvements needed at power plants when they reach the age of about 40, including the addition of a third set of electrical circuits and an additional water supply system. These changes will bring us close to a number of safety objectives specific to third-generation reactors. In light of the lessons learned from Fukushima and the recommendations of the French Nuclear Safety Authority, these changes will have to be brought forward and scheduled by 2018, in parallel with the major refit operations to be carried out on a substantial part of the facilities during the 2012-2025 period. We are preparing for this work. We cannot do it alone, of course. We need the support of a solid industrial fabric and have presented a number of projections to all our partners, including the VINCI Group.
Against that backdrop, how are EDFs requirements expected to change?
EDFs technical requirements will remain unchanged. The real challenge will be to cope with the retirement of a substantial portion of the workforce that built the power plants. We will have to cope with the generational transition at a time of intensive work. EDF and its partners will have an equal need to renew skills and we will all have to work together intelligently to meet this challenge. From that point of view, VINCI Energies is an important partner, though its name is less familiar in the power plants than the names of such companies as Cegelec, Tunzini and Kellal. VINCI Energies has the capacity to set up and coordinate responsive, hands-on teams and to provide the strong support they will need if they are to expand at a time when activity is sharply increasing, as it will be shortly.
What role do you think a group like VINCI can play in building new-generation power plants and decommissioning the oldest facilities?
The set of core competencies in maintenance operations and upgrades that VINCI is developing for the major refit are the same as the ones that will be needed for new construction and decommissioning going forward. The partners that are currently working with us day to day will be called on in future. Third-generation reactors may constitute a technological leap and introduce new safety requirements, but to build them what is needed above all is an industrial fabric that has managed to take new skills on board.
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Dominique Minire
Executive Vice-President, Generation Engineering Department, EDF
A substantial part of the workforce that built the French nuclear facilities will be retiring. The main challenge for both EDF and its partners will be to cope with the generational transition.
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Sound performance in markets that remain buoyant

01
In 2012, VINCI Energies recorded a 4% increase in revenue (0.9% at constant structure) and its Ebit margin held steady at an excellent level of 5.6%. Despite a more difficult economic environment, business volumes and margins were bolstered by VINCI Energies strong base in each of its markets.
VINCI Energies sound performance in 2012 substantiated the rationale for the structure formed by the combination with Cegelec in 2010 and bore out its potential. Cegelec boosted VINCI Energies ability to bring its entities together to offer solutions that are both local and global and that cover an unprecedented range of expertise. The introduction of a single network of business units within an integrated organisational structure was extended to France in 2012, having been completed in 2011 for the international subsidiaries and the service sector maintenance and facilities management businesses (the latter via the creation of VINCI Facilities). VINCI Energies continued to expand its business model geographically by maintaining a high level of acquisitions. The companies acquired in 2012 account for full-year revenue of 600million, of which 580million is generated outside France. VINCIs largest acquisition in 2012 was GAGruppe, with 3,000 employees and revenue of 520million. The move substantially accelerated VINCI Energies expansion in Germany, its second largest market after France. VINCI Energies now generates nearly 2 billion a year in that country, where it offers its full range of business activities and holds particularly good positions in the industrial, energy infrastructure and telecommunications sectors. The years other acquisitions included a company in India specialising in industrial automation, giving VINCI Energies a position in a market with strong growth potential and boosting its
ability to support its industrial customers around the world. In France, despite the economic downturn from 2011, especially in the second half, volume was stable, thanks to VINCI Energies solid positions in industry, electricity and transport infrastructure, and telecommunications. In the other European countries, momentum was good in Germany and business remained robust in the Benelux countries, Switzerland, and Central and Northern Europe. In contrast, business contracted substantially in southern Europe, especially Portugal. Outside Europe, which accounts for 6% of revenue, there was significant growth in Morocco, mainly in electricity infrastructure and facilities management; in Indonesia, in the energy, mining and industrial sectors; and in Africa, in oil and gas infrastructure.
Infrastructure
Energy
Energy infrastructure contracts accounted for business volume of 1.9 billion, i.e. 20% of VINCI Energies total revenue. In high voltage transmission networks, business with public transmission operator RTE in France continued at a very good level. VINCI Energies supports RTEs major programmes to reinforce existing overhead and underground lines, as well as the construction of new lines and transformers. The main projects of 2012 included the Cotentin-Maine line built in conjunction with the construction of the Flamanville EPR (40km of lines and a transformer) in north-western France, and the BianonFrjus underground line in the south-eastern part of the country. In the course of the year, a series of contracts covering monitoring and inspection of networks managed by RTE were also renewed.

01 Cegelec Mobility teams installed a 25,000 V catenary on a 43km rail line between Gires and Montmlian in south-eastern France. 02 The acquisition of GA Gruppe boosted VINCI Energies energy infrastructure and communications activities in Germany and Central Europe.
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02
76
High voltage network activity was also buoyant in the United Kingdom, a major market in which VINCI Energies has carved out a place for itself; in the Czech Republic, where a new line is under construction; and in Morocco, in transmission lines and transformers. In Spain, the decline in activity was relatively limited due to recurring grid maintenance works under contracts renewed in 2011. In Germany, where the energy transition will entail major investments in power transmission and distribution infrastructure, VINCI Energies is now a major player following the acquisition of GA Gruppe. In medium voltage networks, work for regional and local authorities in France VINCI Energies traditional core business was affected in the first part of the year by institutional changes in the system used to finance grids in rural areas, but picked up again at the end of the year. In power generation, VINCI Energies handed over the 3 x 110MW Kenitra power plant in Morocco in 2012 and won two similar projects in Algeria (3 x 150MW Boutlelis power plant) and Cte dIvoire (110MW turbine in Abidjan). In Indonesia, VINCI Energies is building a turnkey fossil-fired plant in Berau, Borneo. Business in the nuclear sector threefourths of which is generated in France amounted to about 300million. As it has the full range of permits necessary to work in nuclear settings, VINCI Energies was able to help EDF and the other companies involved in the nuclear sector to optimise existing power plants and facilities and to carry out safety upgrades. With the business lines network offering diversified expertise (electricity, ventilation, mechanical engineering, etc.) throughout the country, business activity is expected to remain buoyant over the long term as work is carried out to extend the lifespan of Frances nuclear power plants.
In renewable energies, the photovoltaic solar equipment activity was affected by regulatory uncertainty concerning the purchase tariff applying to the electricity produced. However, several large orders were won following the award of permits by the French Energy Regulatory Commission (CRE). In wind power, VINCI Energies built (with the exception of the turbines) Turkeys largest wind farm in Balikesir (52 turbines, 150MW overall), and continued the construction of a 10MW farm in Adrar, Algeria. Lastly, the urban lighting activity held steady at a satisfactory level. Substantial urban development projects boosted demand in the major urban areas, offsetting the activity slowdown in rural areas. During the year, 11 new public-private partnership (PPP) and energy performance contracts covering a total of 25,000 lighting points were signed. In this market, VINCI Energies business units made the most of their ability to provide comprehensive solutions with specific energy consumption reduction commitments of 40% or more over the contract period.
01
In the rail sector, the SEA ToursBordeaux high-speed rail line project was ramped up in France. VINCI Energies is the lead company of the sub-consortium in charge of energy equipment. In Morocco, Cegelec was awarded the contract to implement the power supply system on the future high-speed line between Tangier and Casablanca.
Transport
In the transport infrastructure sector, business activity made considerable strides in 2012, coming in at over 0.5 billion or almost 6% of VINCI Energies revenue. In the airport sector, VINCI Energies completed the comprehensive equipment (including the security and passenger flow management system) of the new Satellite 4 at Paris Charles de Gaulle Airport. Urban transport activity expanded substantially in France as metropolitan areas accelerated projects in the run-up to municipal elections in 2014. VINCI Energies business units took part in a large number of light rail projects (including Bezons-La Dfense, Brest, Le Havre, Lyon, Montpellier, Toulouse, Tours and Casablanca, Morocco) as well as urban tunnel renovation projects. The latter included the A14/A86 tunnels at La Dfense, Paris and work in synergy with other VINCI business lines on the Saint Cloud (A13) tunnel and the Les Halles tunnel, also in Paris. Similar synergies were called into play in the rehabilitation and capacity upgrade of the Croix-Rousse tunnel in Lyon. Projects on the VINCI Autoroutes networks generated substantial activity as well, with work on the last section of the A89 motorway toward Lyon (including rollout of electromechanical equipment and operating systems in the 5.7km of twin-tube tunnels) and equipment installation for several dozen new 30km/h electronic toll collection lanes at the networks main toll plazas.
Industry
At variance with the general industrial market trend, especially in France, 2012 was a year of growth for VINCI Energies in the industrial sector. Revenue came in at 2.8 billion, or 31% of the business lines total volume. The integration of Cegelec enabled VINCI Energies to round out and broaden its already comprehensive offering for the industrial market and to increase its ability to operate as general contractor. By networking its teams and expertise, the business line was able to expand its variable-geometry solutions in terms of geographical coverage, expertise (electrical energy, HVAC, mechanical engineering, monitoring and control, etc.) and project life cycle (engineering, implementation, maintenance). This approach meshes with the trend towards offering comprehensive technical services for industrial customers and with the growing demand for multi-site and multi-country solutions. For example, VINCI Energies supported Renault by supplying and commissioning production lines at the automakers Tangier, Morocco, Togliatti, Russia, and So Paulo, Brazil sites. In Brazil, local and European business units worked together to win a new contract from aerospace company Embraer. Similar synergies were leveraged to support Michelin, a long-standing VINCI Energies customer in France, in the construction of its new tyre plant in Shenyang, China; and VINCI Energies Deutschland capitalised on its work
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01 The FrieslandCampina dairy company awarded the contract to expand its plant in Aalter, Belgium to Actemium. The contract covers design and construction of a new production unit that will double the sites capacity. 02 As part of the Coeur de Cit urban renewal operation, Citos and Cegelec are implementing the public lighting system in the French city of Roanne.
Working together is a winning proposition for Actemium

The German Actemium Project Management business unit and the British Actemium East Midlands business unit together won an Iggesund Paper Mill contract in September 2012, under which they will work together to design, install and commission the instrumentation of a new energy production unit (a 50MW
biomass-fired power plant) at the Workington site in the United Kingdom by mid-2013. Actemium PM is in charge of designing the instrumentation solution and of project management. Actemium East Midlands, for its part, will carry out the installation in accordance with the UKs Construction Design and Management (CDM) regulations, which define health and safety obligations to be complied with by every construction project.
02
for German customers operating in Kazakhstan to create a new entity that will roll out its mining equipment expertise in that major mining country. The most buoyant industrial sectors in 2012 were aerospace, food and beverage, chemicals, pharmaceuticals, environmentrelated industries, and oil and gas. New contracts won during the year included: in France, extension of the Occitane cosmetics plant in Manosque, Provence, and maintenance at the Arkema chemicals site in Normandy (a three-year comprehensive maintenance contract) and at the Total Group refinery in the same region (a six-year contract renewal); in the United Kingdom, the new biomass-fired power plant at the Iggesund Paper Mill in Workington (see above); in Switzerland, several sites belonging to pharmaceutical groups Roche and UCB; in Germany, the underground gas storage tank in Jemgum in the north of the country; and in Nigeria, comprehensive maintenance at Totals Usan offshore floating production and storage facility.
Service sector
In the service sector, where markets change more slowly than in the industrial sector, VINCI Energies business volume remained stable overall in 2012, at 3 billion, accounting for 34% of the business lines total revenue. In France, business declined outside the Greater Paris area as a result of public spending cuts, but this was offset by strong growth in Greater Paris itself. VINCI Energies business units are able to capitalise on their ability to take on major projects under contracts that include the full range of technical trades. Projects carried out in synergy with VINCI Construction generate a significant share of business in this sector. In 2012, these included the Eqho and D2 high-rise buildings in Paris-La Dfense, the Louis Vuitton Foundation for Creation and the Peninsula Paris luxury hotel. Also included was the future SFR head office in SaintDenis, where six VINCI Energies business units are
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01 Thales once again chose VINCIFacilities to provide facilities management at its 47 sites in France for a period of five years. 02 Cegelec implemented all fluids works packages at the high-rise, HQEcertified Sofitel Casablanca hotel in Morocco. 03 In northern Poland, Graniou ATEM is involved in providing nearly 100,000 households with very high-speed connections.
in charge of the HVAC, high current, low current and plumbing works packages. In the healthcare sector, business also held steady at a high level. The main projects already under way or starting up in synergy with VINCI Construction were hospitals: Toulouse (Rangueil), Lyon (Le Vinatier), Chambry, Fort de France in Martinique; and the Koutio hospital complex in Noumea, New Caledonia. In the rest of Europe, business was buoyant in VINCI Energies two main service sector markets outside France. In Belgium, Cegelec is installing the comprehensive electrical and climate control equipment at the new Nato headquarters and the new headquarters building for the European Council in Brussels; and significant orders were also taken in the healthcare (GSK site in Wavre) and security (new Beveren prison) sectors during the year. In Switzerland, Etavis took part in the construction of the new Rolex site in Bienne, the countrys largest. Outside Europe, the years projects included the Sofitel high-rise hotel in Casablanca, Morocco and the Fonte Nova stadium in Salvador de Bahia, Brazil, being built in the run-up to the 2014 Fifa World Cup.
01
VINCI Facilities also works under PPPs in Germany, where its business units handle comprehensive maintenance (including construction and renovation works) of schools and US Army bases. In France, VINCI Facilities will take on the maintenance of the Nice and Bordeaux stadiums under PPPs won by the Group.
Telecommunications
Communication networks and systems generated 0.8 billion in revenue, i.e. 9% of VINCI Energies business activity.
02
Infrastructure
Telecommunication network design, construction, equipment, maintenance and operational support, carried out under the Graniou brand, continued at a buoyant level as smartphones, exponential growth of equipment use and the advent of uninterrupted connectivity generated a need for steadily increasing network capacity and performance. In mobile networks, the momentum is driven by the transition starting in 2012 and set to accelerate in coming years to the new 4G standard in most European countries. In fixed-line infrastructure, momentum is driven by optical fibre connections to homes and businesses (Fibre To The Home and Fibre To The Site), and in mobile networks by the need to increase bandwidth between antennas. In France, the arrival of a fourth mobile operator in the first half of the year disrupted the market, prompting the existing operators to re-think their investment programmes and exacerbating price pressures. Against this backdrop, VINCI Energies stepped up its efforts to expand its network maintenance activity and signed several substantial contracts with SFR and Orange. This helped to keep business at the same level as in 2011. Under a PPP won mainly by VINCI, VINCI Energies also continued to roll out the new GSM-Rail railway communication system that will cover 14,000km of lines on the French rail network by 2015.
Maintenance and facilities management

After VINCI Facilities was set up in 2010, VINCI Energies extended the rollout of the strong brand common to all its multi-technical building maintenance and facilities management business units. VINCI Facilities revenue grew 6% in one year to 1.3 billion in 2012, accounting for 15% of VINCI Energies total business activity. As is the case in the works activities, the multi-site and multi-country maintenance and facilities management offerings build on technical synergies with the other VINCI Energies divisions to meet the needs of major contracting authorities. For example, VINCI Facilities began working with the Socit Gnrale bank under a framework agreement covering its Paris-area properties (about 20 sites under management in 2012), and that agreement is now being extended to a number of other European countries. Many other multi-site and multi-country contracts were won or renewed in 2012 for customers in the banking (BNP, Dexia, Natixis), industrial (Thales, EDF) and services (Fedex) sectors.
03
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Outlook
VINCI Energies order book at the end of 2012 amounted to 6.8 billion, up 5% over a 12-month period, pointing to a stable level of activity in 2013 compared to the previous year. The broad array of VINCI Energies business sectors, the range of its activities and its geographical reach, backed by its determined drive to expand internationally, are expected to underpin this trend. Thanks to its robust model, VINCI Energies has the capacity to respond swiftly and appropriately to contrasting trends in its different markets, aided by the strong ties and solidarity between its companies. In the medium and long term, demand for VINCI Energies businesses will remain strong because they are central to many of the major issues facing society. Infrastructure. VINCI Energies is actively involved right across the energy industry and will therefore benefit from major investments in the construction and renovation programmes to boost network capacity and deploy smart grids, and in production facilities, at a time of rapid change in terms of electricity production sources and increasing recourse to renewable energy. Transport infrastructure programmes, meanwhile, will showcase the Energy business lines expertise, especially through integrated projects involving the VINCI Group as a whole. Industry. Programmes to upgrade existing facilities in mature economies, together with investment in new manufacturing plant in emerging economies, where VINCI Energies is now expanding rapidly, will stimulate business activity. VINCI Energies will leverage its presence and knowledge of processes in the fastest-growing sectors
In the international marketplace, VINCI Energies established a position in the German telecommunications market with the acquisition of GA Gruppe, which generates annual revenue of some 80million. The year was also a good one in Sweden, Switzerland and Poland, where Graniou is building a major backbone in Pomerania.
Business communications
Under the Axians brand, VINCI Energies offers network integration, voice-data-image communications and integrated management services for companies and public authorities. This activity, spread across six European countries, continued to grow in 2012, especially in Germany, where Axians rolled out the full complement of active equipment for one of the worlds largest Internet exchange points for DE-CIX in Frankfurt. In France, it ramped up the contract with the UniHA cooperative network covering IT infrastructure maintenance (switch, routers, WiFi, videoconferencing) at 34 hospitals. In the Netherlands, Axians won the Nikon contract to overhaul the architecture of its European networks. In Switzerland, Axians refurbished the secure IT infrastructure at the Felix Platter hospital in Basel. Axians also established a presence in Morocco in synergy with the other local VINCI Energies business units. In all its markets, Axians is expanding its data storage and outsourced service offerings to support the increasing use of cloud computing in the business world.
such as the food and beverage industry, as well as in pharmaceuticals, aerospace, oil and gas, and environmental services. It is supporting its industrial customers in their international growth, thanks to its geographical coverage. Service sector. Demand for energy efficiency will give a powerful boost to investment in the construction of new low-energy buildings, and in improving the insulation of existing buildings. Investment in public amenities such as healthcare, educational, sports and cultural facilities, along with smart office buildings and technical buildings such as logistics bases and data centres, etc. will further spur activity. Increasing demand for integrated facilities management solutions, additional to construction and renovation activities, will allow VINCI Energies to expand its market coverage. Telecommunications. Ultrafast broadband, connectivity everywhere and the growth of services demanding ever more bandwidth implies continuous investment in expanding and upgrading networks. This will apply to other businesses as well, where VINCI Energies is developing new comprehensive networks and systems management and data storage solutions to keep pace with its customers needs. Synergies with the other VINCI business lines will be an additional growth driver in most of these markets.
Eurovia
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81
Profile
Eurovia is a world leader in transport infrastructure and urban development. While continuing to nurture its strong roots in France, international operations account for 41% of its revenue, primarily in Western and Central Europe, North America, Chile and India. Transport and urban development infrastructure. Eurovia builds and upgrades roads and motorways, rail and light rail systems, as well as airports and industrial and retail complexes. It also possesses know-how in related areas, including demolition and deconstruction, drainage, earthworks, roadways and utilities, urban renovation, civil engineering structures and noise barriers. Quarries. Eurovia is a European market leader in aggregates, and extracts, processes and markets both natural and recycled aggregate. It operates a network of more than 400 quarries producing 86 million tonnes of aggregate annually (Eurovias share is 69 million tonnes), and 150 materials recycling and recovery facilities. Eurovias reserves (*) represent more than 49years of output (it controls more than 3.4 billion tonnes of reserves of aggregates). Industrial production. Eurovia operates a network of 47 binder plants and 375 hot mix plants supplying 22million tonnes of asphalt annually. A further 10factories produce equipment, including road signage (panels, overhead sign gantries and paint) and industrial and retail floorings (resins), along with concrete and pre-fabricated products such as noise barriers. Services. Eurovia provides management and maintenance of road systems under long-term contracts, as well as services relating to ancillary equipment such as vertical and horizontal signage and safety equipment, and maintenance of all connected structures, e.g. public lighting, traffic signals, amenities, green spaces and vegetation. Eurovia invests heavily in research and development of products and processes to protect the environment, including materials recycling and cutting CO2 emissions.
(*) Reserves controlled through ownership or royalty agreement.
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Business activity Contracting Eurovia
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of Eurovia in its main markets France In the road and rail sector works market, Eurovia holds second place behind Colas and ahead of Eiffage Travaux Publics. The fragmented market is otherwise shared by about 1,500 local and regional contractors. Eurovia is market leader in aggregates, where its competitors include Colas and cement groups such as Lafarge, Ciments Franais, Cemex and Holcim, alongside some 1,500 other local producers. Germany Eurovia GmbH is number two behind Strabag. The other players are regional in scope. Czech Republic Eurovia CS is among the leaders in road and rail sector works. Its main competitors are Skanska, Metrostav and Strabag. United Kingdom Eurovia subsidiary Ringway is a major player in long-term maintenance contracts. Its main competitors are Carillion, Amey and Jarvis. North America The Hubbard Group, a Eurovia subsidiary, ranks number two in the south-eastern United States behind Archer Western Contractors. In Canada, subsidiary DJL is in second place in Quebec province after Sintra, a subsidiary of Colas. Following the acquisition of Carmacks, Eurovia became a major player in the province of Alberta in 2012.
Revenue
(in m)
Net income attributable to the owners of the parent

8,722
8,747
220
167
2.5% 2011 2012 2011 1.9% 2012


524
322
277
467
3.7% 2011
3.2% 2012
6.0% 2011
5.3% 2012
Net financial surplus/(debt)(**)

(in m)
90
(136)
2011
2012

(as a percentage)
Quarries Industrial production Services Works
9% 13% 5% 73%

(as a percentage)
France Germany United Kingdom Central Europe Rest of Europe Canada Rest of Americas Rest of the world
59% 10% 4% 12% 2% 6% 5% 2%
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The London Borough of Hounslow awarded a consortium comprising VINCI Concessions and Ringway, Eurovias UK subsidiary, the upgrade, repair and maintenance of its highways network for a period of 25 years. The consortium will invest 125 million in the project.
What is the aim of this contract? What is special about it?
Our streets are generally in poor condition as weve made other investments over the last 20 to 30 years. Our purpose is to make the streets of Hounslow fit for the 21st century. Its a quite complex contract and a long-term investment based on a Private Finance Initiative (PFI). Our partner, VINCI Concessions and Ringway, will be borrowing 125 million, with the majority invested in the first five years of the contract. This investment puts the borough in a very strong position to be able to improve almost all of the streets in Hounslow for the benefit of our 250,000 residents. During this core investment period, VINCI Concessions and Ringway will be upgrading the entire street infrastructure: roads, footpaths, streetlights, signs, trees, and so on. Beyond the initial period, VINCI Concessions and Ringway will then be maintaining everything for another 20 years up to the required standards.
How can the London Borough of Hounslow Council measure these standards?
Under the contract, there are about 300 indicators on which the performance of VINCI Concessions and Ringway is judged during 25 years. They concern the whole range of services such as the condition of the highways and pavements, condition of the street lighting, which has to be brought up to standard, the removal of graffiti, the cutting of the grass verges along the streets, and so on. During the first five years, there are a number of milestones that VINCI Concessions and Ringway will have to achieve, and we are confident that they will meet these standards following an exhaustive process to agree the contract.
What criteria influenced your decision in favour of VINCI Concessions and Ringway?
We went through a very rigorous procurement exercise, choosing VINCI Concessions and Ringway as our partner for several reasons. Firstly, the quality of the bid they made. In particular, they bring their know-how and experience. They also bring innovation in terms of use of materials that will greatly improve the appearance of our streets. They have also been involved with this local authority for a long time, as they have been working on a contract with Hounslow for over 20 years. The council very much liked the quality and the ideas they brought to the project. Although they are a multinational company, we appreciated their understanding both of the kind of service we provide our local communities and of what the people want out of a local highways service.
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Director of Regeneration, Economic development and Environment, London Borough of Hounslow
Brendon Walsh
The investment by VINCI Concessions and Ringway will improve almost all the streets in Hounslow for the benefit of its 250,000 residents.
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Resilience in Europe, strong growth in the Americas

Eurovias revenue increased a slight 0.3% to 8.75billion. On a like-for-like basis, it declined 4.5%. The diversity of the business lines activities and markets helped ensure overall stability in an economic environment that was more difficult than in 2011. The French market held steady while growth in the UK, Canada and Chile, which account for about threequarters of business volumes, more than offset the contraction recorded in the rest of Europe, especially in Germany and Central and Eastern Europe.
under way in this business activity. In France, 72% of Eurovias wholly owned and majority held quarries have signed the environment charter of UNICEM, Frances national federation of quarry and construction materials industries. At the end of 2012, 58% of quarry production, 24% of coating plant production and 83% of binder plant production were ISO 14001 certified. The environment is also a defining focus of the business lines innovation policy. Eurovias laboratories are developing products and processes that reduce the impact of its activities, notably by reducing the temperatures at which asphalt mix is produced and laid, and by widespread use of recycling.
01
02
France
Applying the Groups international development strategy, Eurovia extended its positions in markets outside Europe that constitute growth drivers. In Canada, it acquired Carmacks (212million revenue in 2012), thereby gaining a foothold in the province of Alberta, which has vast oil resources, and rounding out the positions previously developed in Quebec and British Columbia. Eurovia generated revenue of 0.6billion in Canada, which is now its third largest market after France and Germany. The years other substantial acquisition was in India, where Eurovia took over NAPC, which generates close to 100million in revenue. Headquartered in Chennai, in the state of Tamil Nadu, Indias fifth largest economic region, the company is a regional leader in its sector. NAPC provides roadworks, earthworks and civil engineering. It is notably part of the concession consortium that is currently building the Chennai ring road. In materials production, Eurovia completed the integration within its Eurovia Stone division of some 100 quarries acquired from Tarmac in 2010. This gives Eurovia an integrated materials production industry, which is being globally structured as a fully fledged business activity within the business line, where it contributes to revenue growth while securing supplies for the worksites. The environment is part and parcel of the improvement programme Eurovia proved resilient in its main market in 2012. Against a backdrop of budget cuts by local and regional authorities and despite the unfavourable weather conditions in the first half, revenue held steady at 5.2billion, similar to that in 2011. Investment continued at a high level in large urban areas, offsetting the economic slowdown in most of Frances rural departments. Volume was high in the motorway sector in 2012, with the extension of the A89 motorway towards Lyon, for which Eurovia laid 450,000 tonnes of asphalt mix on a 35km section; widening of the A63 motorway near the Basque coast (of which the first phase was completed), the A50 motorway between La Ciotat and Bandol, the A8 motorway at the western entrance to Nice and the A9 motorway in the outskirts of Perpignan; and construction of the Gatignolle interchange on the A11 motorway at Angers. Eurovias network of divisions contributed to the completion of a large number of green motorway package projects by the spring of 2013. These included construction of noise barriers, renovation of rest areas, overhaul of toll stations to accommodate new no-stop lanes, etc. Eurovia also dismantled facilities along the A1 and A4 motorways. In roadworks, business activity was driven by the usual number of upgrade and maintenance projects on national,
03
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01 EJL refurbished the Rue de Rennes in Paris. The aim of the project was to enhance safety for pedestrians and facilitate deliveries in this busy shopping street, which is used by 3,200pedestrians and 700 vehicles an hour in peak periods. 02 Eurovia operates more than 400 quarries around the world, producing 86million tonnes of aggregate a year. 03 As part of the refurbishment of the LyonGrenobleMarseille rail line, ETF carried out works to renovate 9km of track in 2012.
Eurovia embraces biodiversity

In an extension of its 2011 commitment to Frances national biodiversity strategy (SNB), Eurovia signed a partnership with the National Natural History Museum, the biodiversity expert recognised by public institutions and non-governmental organisations alike. For a period of three years, the museum will support Eurovias deployment of a biodiversity project in its quarries, including site review and inspection, action
plan evaluation and monitoring, introduction of biodiversity indicators and employee training. Eurovia, meanwhile, will make its quarries available to the museum for studies to gain knowledge about biodiversity: species inventories, comparative environmental evolution analyses, and monitoring of ecological rehabilitation carried out when quarry operations are discontinued.
departmental and municipal roads. For example, Eurovia won a 4.8million four-year contract to renovate and maintain the municipal roads and streets on the island of Belle Ile en Mer off the west coast of France. In light rail systems, business continued at a brisk pace. Building on the local roots of its works divisions and the expertise of its railway division, Eurovia provides services including infrastructure, street, track and ancillary works. Eurovia took part in light rail projects in the Greater Paris area (T1, T2, T3, T6, T7, T8) and in Besanon, Bordeaux, Brest, Dijon, Le Havre, Lyon, Montpellier, Nice, Orleans, Strasbourg, Toulouse and Valenciennes. On the Brest project, handed over in June 2012, Eurovia was in charge of all infrastructure and track works over 14.3km of lines and 27 stations (see p. 6). Apart from light rail lines, urban upgrade works were stepped up in the run-up to the municipal elections. The main projects included: in Paris, work on the Rue de Rennes and the Quai Anatole France as part of the construction of pedestrian zones on the banks of the Seine; in Marseille, renovation works in the Old Port, the Boulevard National and the public area surrounding the Mucem (Museum of European and Mediterranean Civilisations); in Calais, renovation of the public spaces in the northern part of the city; in Toulon, renovation of some 15 streets and squares in the city centre; in the Charente-Maritime department, renewal of the Royan, SaintGeorges de Didonne and Fouras seafronts. Also noteworthy was the 21-year public-private partnership (PPP) signed with
the municipality of Saint Leu la Fort in northern France, under which Eurovia is designing, financing and executing works, and is then tasked with maintenance for the duration of the contract. Eurovia also worked on road tunnel projects, for the most part in synergy with the Groups other works divisions, particularly in the Greater Paris area (refurbishment of the tunnels under Les Halles in Paris, installing a cover over the A6b motorway). In rail infrastructure, in addition to light rail, activity was buoyant on the French rail network. Eurovia took part in renovation programmes on the Paris-Lyon line and the regional Toulouse-Tessonire and LyonGrenoble-Marseille lines. The Eastern high-speed line (phase 2) between Metz and Strasbourg was also launched in 2012. It will require 470km of track, 1million tonnes of ballast and 400,000 sleepers. Eurovia has developed new methods for this project that reduce the need for handling and improve productivity. These methods can subsequently be used on the SEA ToursBordeaux HSL project, for which Eurovia initiated the first works in 2012 to divert the line and prepare for the construction of tracks and overhead lines. Actual construction will get under way in 2014 and take two years to complete. Eurovia also worked on airport projects such as the Nice Cte dAzur Airport (refurbishment of the north runway, maintenance of seawalls) and Bergerac airport. In addition, it contributed to the refurbishment of the ports of Victor and Issy les Moulineaux in the Greater Paris area, in synergy with VINCI Construction and VINCIEnergies. Lastly, there was good growth in two of its specialist business lines: signalling by Signature (now a wholly owned subsidiary following the reorganisation with Plastic Omnium of 35% of its business activities) and deconstruction by Cardem. The latter develops integrated solutions (engineering, consultation with local residents, selective
dismantling, materials recycling), which were used in asbestos removal and building demolition projects of all types, including a 12-storey building in Nanterre, a prison in Le Havre, a foundry in northern France and the Loire sur Rhne conventional thermal power plant, under a 30million contract.
Western Europe
Germany
After reaching an exceptionally high level in 2011, revenue generated by Eurovia GmbH contracted 2.8% in 2012 to 0.9billion, notably due to reorganisations in a number of difficult regional markets and a substantial decline in the sale of asphalt mix. Business remained brisk in the A-Modell concession projects with the continuation of the A5 motorway renovation and extension project (OffenburgKarlsruhe, 60km) and the start of the A9 motorway project covering a 46.5km section between Berlin and Munich, which includes 19km to be widened to three-lane dual carriageway. The main contracts under way or won during the year included the construction of the new Schwanebeck motorway interchange north of Berlin; the conversion of the railway station square and access streets in Marburg, Hesse; restructuring of the technical services facility for the public transport network in Leipzig, Saxony; and, in the same Land, installation of passive safety equipment (crash barriers) along three sections of the A14 motorway. In addition, on two motorway sections in Greater Hamburg and, for the first time in Germany, Eurovia trialled its innovative pollutionreducing NOxer surfacing process, which neutralises nitrogen oxides (NOx) emitted by vehicles.
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01
Central Europe
Czech Republic and Slovakia

Eurovia CSs revenue fell 42% to 0.6billion due to the depression in the Czech market and to the PR1BINA expressway in Slovakia reaching its final phase. On this motorway, built by VINCI under a PPP contract, the work carried out in 2012 amounting to 82million, down from 367million in 2011 involved construction of the Banska Bystrica bypass. This fourth and last section was opened to traffic during the summer. Eurovia CS also won a significant new contract as part of a consortium with VINCI Construction to build a 9.5km section of Slovakias D1 motorway. The work, including the construction of a twin-bore tunnel and 12 crossings, has a total value of 127million.
02
United Kingdom
At Eurovia Group Ltd, revenue increased 5.7% to 0.4billion. Work carried out under multi-year service contracts, which account for nearly three-quarters of total volume, was particularly buoyant due to the entry into force of five contracts won at the end of 2011. These were for road infrastructure maintenance in North Yorkshire, Shropshire, Cheshire West (including the city of Chester), Cheshire East and Essex. The total value of the contracts, covering periods of between five and 10 years, is in excess of 1.7billion. There was further growth in this market in 2012 thanks to two Public Finance Initiative (PFI) contracts won in synergy with VINCI Concessions for the renovation and maintenance of road networks, both for a period of 25 years. The first is with the London Borough of Hounslow (432km of roads and 763km of pavements; total contract value: about 800million); the second covers the highways network on the Isle of Wight (821 km of roads and 767 km of pavements; total contract value: 750million). The first contract came into force in January 2013; the second is expected to start in April 2013. In addition, Eurovia Group Ltd won a works contract to build a new 1.6km road link in the city of Rotherham, South Yorkshire.
Poland
Eurovia Polskas revenue declined 24% to 0.3billion. This is attributable to the slowdown in the Polish economy following several years of very strong growth, cuts in public spending and difficulties experienced by companies in the sector to obtain payment for works performed. The highlight of the year was the completion, on schedule and within a very tight deadline, of a 30km section of the A2 motorway, which was opened to traffic in time for the Uefa Euro 2012 football tournament (see p. 89), and the simultaneous handover, a month ahead of schedule, of a 20km section of the S5 expressway between Gniezno and Poznan. Eurovia Polska also won a new contract to build two sections of the KatowiceGliwice expressway, including two viaducts, a tunnel and a bridge. In other Central and Eastern European markets (Croatia, Lithuania, Romania), revenue increased over 50% to 0.1billion, primarily as a result of a new contract to build a wind farm for GDF Suez Energy in Romania (construction of 15.5km of roads, foundations and cable installation for 21turbines), in an extension of a project of the same type previously carried out by Eurovia. In Lithuania, a first project was won in the rail sector. It covers the comprehensive renovation (tracks, bridges and tunnels, platforms, signalling) of a 25km section between Palemonas and Gaiziunai.
Spain
Against a backdrop of ongoing economic crisis, revenue fell 36% to 0.1billion. The increasing number of multi-year motorway maintenance contracts, particularly in Andalusia, helped to limit the fall in activity.
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01 Renovation of a section of the A40 motorway near Essen, North Rhine-Westphalia, Germany. 02 Working at night to build the A2 motorway (see opposite).
Poland: high-speed motorway project

In May 2011, as a result of accumulated delays on the worksite, the Polish government withdrew from the contract it had signed with a Chinese company to build a section of the A2 motorway, which was to be opened to traffic in time for the Uefa Euro 2012 football tournament. The consortium made up of Eurovia Polska (lead
company) and Warbud (VINCIConstruction) took over the project, on which a mere 10% of the work had been completed. Operating around the clock, seven days a week, with the exception of the coldest days in the winter, 2,500 employees worked on the project, placing an average of 40,000 cu. metres of backfill and 7,000 tonnes of asphalt mix a day. The new 30km section was opened to traffic on 31 May, just in time for the start of Euro 2012.
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01
Americas
Canada
Eurovias business activity in Canada more than doubled to 0.6billion, driven by both acquisitions and organic growth. Eurovias major acquisition of the year, in March, was Carmacks. Based mainly in Alberta, where vast tar sands supply two-thirds of Canadas oil production, Carmacks operates in oil services, roadworks and urban network maintenance. In Edmonton, the capital of Alberta, it manages a section of the ring road under a 30-year contract, providing not only infrastructure repairs but also winter maintenance and traffic management. Two further contracts of the same type are under way in Calgary. Business growth was particularly strong in Quebec (up 32%) where the booming economy enabled subsidiary DJL to take advantage of its ability to cover all market segments. DJL also enhanced its market coverage by acquiring Pavage Rolland Fortier in Quebec City. The years major projects included renovation of the main runway at Montreal-Trudeau Airport, and the contract to build a new public transport system (Rapibus project) in the city of Gatineau. There was also strong business growth (37%) in British Columbia, Eurovia Canadas third largest market. Taking advantage of the economic momentum in the Greater Vancouver area, subsidiary BA Blacktop participated in, inter alia, the motorway upgrade of Highway 1 on the outskirts of Vancouver. It was also selected by the city of Surrey to build the major Combo project. The 54million contract covers the design-build of road infrastructure and three bridges across a railway corridor leading to the Port of Vancouver.
of an existing motorway) on I-95 in Miami. Again in Florida, Tampa Pavement Constructors, a subsidiary acquired in 2011, carried out a highway renovation project involving 40,000 tonnes of asphalt mix on SR60 in Plant City. In North Carolina, Blythe began construction of a new 8.5km section of the I-485 motorway, including earthworks and construction of 17 bridges and tunnels. It also renovated 48km of roads in Davidson County.
Chile
Business continued to grow steeply, up 60% in 2012, thanks to the development of two of Eurovias two business lines there. In roadworks, the creation of new locations in the Puerto Montt region in the south of the country and in the mining regions of the north enabled Eurovia to take advantage of the countrys economic vitality Chile has one of Latin Americas highest growth rates. Subsidiary Bitumix continued two major projects in the north of the country: one in the Antofagasta region (surfacing of 45 km of motorway) and the other in the Atacama desert (refurbishment of a 25km section of the Pan-American Highway). In road materials, bituminous binder production and trading also recorded strong growth, driven in particular by the new terminal set up by subsidiary Probisa in the industrial port of Mejillones, to the north of Antofagasta.
United States
Operating primarily in Florida and North Carolina, Eurovia recorded 16% growth in revenue to 0.3billion following a difficult year in 2011. Although the business environment remained sluggish, Eurovias subsidiaries were able to capitalise on their ability to handle major design-build projects. In Florida, Hubbard refurbished I-90, the motorway that crosses Nassau County, and began construction of 21km of Express Lanes (toll lanes built in the central reserve
India
NAPC, the construction and civil engineering company based in Chennai, Tamil Nadu, was acquired in early 2012. Its integration within Eurovia continues apace. In 2012, the company won two contracts in the state of Odisha: construction of a 45km road, together with mining and earthworks, for an initial period of three years.
01 In the Antofagasta region, 1,400km from Santiago, Chile, Bitumix laid the surfacing on 45km of the motorway network currently under construction. 02 Acquired in early 2012, NAPC in India is building a 45km road in the state of Odisha.
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Outlook
Eurovias order book at the end of 2012 was 6.4 billion, a rise of 10% over the previous year. The increase stems primarily from the inclusion of multi-year contracts gained in the United Kingdom and the order books acquired with the new subsidiaries Carmacks in Canada and NAPC in India. Eurovia expects a slight contraction in business activity in 2013. At a time of pricing pressure and public spending cuts, in Europe especially, its priority will be to optimise its operational performance and adapt its organisation to market trends, in order to preserve its margins. Business activity in France is, however, expected to hold up well overall, with the municipal and other local government elections in 2014 acting as an incentive to rapid completion of programmes currently in hand. Strong demand in the rail sector, with ongoing work on a large number of urban transport infrastructure projects and the ramping up of work on the high-speed lines between Tours and Bordeaux (LGV SEA) and in eastern France (LGV Est), will also sustain activity. Elsewhere in Europe, good growth in the United Kingdom should partly offset flat or falling demand in other countries, especially those of Central and Eastern Europe. Diversification in rail-related businesses represents a significant avenue for mediumterm growth in these markets. Business activity outside the European Union is expected to remain brisk, as Eurovia reaps the benefit of its new positions in India and its extended scope in Canada. Looking further ahead, a number of deeplying trends in all its markets will contribute to Eurovias future development. These include the huge demand for new transport infrastructure in emerging markets and the need to upgrade existing infrastructure in mature economies. Expanding cities everywhere, combined with policies to improve urban mobility, will generate a constant stream of new development projects. As public spending comes under greater pressure, recourse to public-private partnerships (PPPs) will help make these projects possible, contributing to Eurovias growth, and ever-greater synergies with VINCIs other divisions will speed this process.
02
VINCI Construction
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Business activity Contracting VINCI Construction
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Profile
VINCI Construction, Frances leading construction company and a major global player, brings together 1,000 consolidated companies with more than 71,000 employees in some 100 countries and delivers a comprehensive array of capabilities in building, civil engineering, hydraulic engineering and contractingrelated specialities. The distinctive feature of VINCI Construction, beyond its broad range of expertise, is its business model based on three components that form an excellent strategic fit. Networks of local subsidiaries: - within France: VINCI Construction France, comprising 467 profit centres with strong regional roots in mainland France; and VINCI Construction DOM-TOM, comprising about 30 local subsidiaries in overseas France; - outside France: VINCI Construction UK in the United Kingdom; CFE (in which VINCI holds a 46.8% interest) operating mainly in the Benelux countries; Warbud, Prumstav, SMP, SMS and APS Alkon in Central Europe; and Sogea-Satom in Africa. Specialised civil engineering subsidiaries serving global markets: Soletanche Freyssinet (foundations and ground technologies, structures, nuclear activities); Entrepose Contracting (oil and gas infrastructure); DEME, in which CFE holds a 50% interest (dredging, marine engineering, site remediation, offshore activities and wind turbines). A division dedicated to complex project management and execution: VINCI Construction Grands Projets, VINCI Construction Terrassement and Dodin Campenon Bernard, which work on major civil engineering and building projects around the world. VINCI Construction exemplifies the Groups entrepreneurial culture and management model. Its decentralised structure creates a framework for networking and empowerment of local managers and supports its focus on people and responsive organisations.
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of VINCI Construction in its main markets France VINCI Construction is the leader in a market estimated at more than 200 billion, ahead of Bouygues Construction, Eiffage Construction, Fayat and Spie Batignolles. The remaining market is divided among medium-sized regional companies and a large number of small contractors. United Kingdom VINCI Construction UK is a company of significant size in the United Kingdom, especially in the building and civil engineering sectors. Its main competitors are the Balfour Beatty, Royal BAM (BAM Nuttall), Skanska UK, Carillion and Laing ORourke groups. The British market is estimated at nearly 160 billion. Belgium CFE is one of the leaders in a Belgian market estimated at over 37 billion. Its main competitors are the Royal BAM, Besix and Eiffage groups. Central Europe VINCI Construction operates in this region through its mid-sized local subsidiaries, notably in Poland and the Czech Republic. Its main competitors are Strabag, Skanska and, in Poland, Polimex-Mostostal. Specialised markets VINCI Construction subsidiaries Soletanche Freyssinet and DEME operate in specialised civil engineering markets around the world. Their competitors include Trevi and Bauer in special foundations, Bouygues subsidiary VSL in prestressing and stay cable systems, and Boskalis, Jan de Nul and Van Oord in marine works and dredging. Entrepose Contracting is a global operator in design and construction of complex industrial projects in the oil and gas sector. Its main competitors include Saipem (ENI Group) and CB&I.
Sources: Euroconstruct, December 2012 (market size), company literature.
Revenue
(in m)

14,107
15,327
433
421
3.1% 2011 2012 2011
2.7% 2012


848
630
625
876
4.5% 2011
4.1% 2012
6.0% 2011
5.7% 2012
Net financial surplus (**)

(in m)
2,293
2,278
2011
2012

(as a percentage)
Building Civil engineering Specialised civil engineering and complex projects Hydraulic engineering
43% 25% 26% 6%

(as a percentage)
France United Kingdom Belgium Rest of Europe Americas Africa Rest of the world
55% 12% 5% 8% 5% 9% 6%
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The Millennium Challenge Corporation, a US government agency, funds poverty reduction programmes in low- and middle-income countries engaged in a process of sustainable economic development. In 2006, MCC signed a $307million compact with Benin. Some of the funds went towards financing the rehabilitation of the Port of Cotonou, aproject in which a consortium of VINCI companies took part.
What sets the MCC model apart? What, for example, are the main criteria used in the selection process?
MCC encourages candidate countries to carry out reforms to strengthen governance, economic freedom and investment in human capital. It uses a selection process based on performance, as measured by some 20 indicators, and identifies priorities and projects to be carried out by the recipient countries themselves, which are responsible for implementation. Eligible countries must continue the reform process, which is assessed annually, and maintain or improve their overall performance as measured by the MCC-defined indicators.
What criteria did the Benin Millennium Challenge Account apply in the selection of the VINCI consortium to carry out the Port of Cotonou extension project?
The tender documents included environmental, employment, and occupational health and safety clauses. The bid submitted by Sogea-Satom and its partners, judged technically sound with the best financial conditions, met these requirements. The work was carried out without a single serious accident. The environmental clauses were also complied with. For example, for the extension of the sand trap, about 375,000tonnes of rock were safely transported in compliance with local regulations over a distance of 150km. This involved about 12,000 truck round trips and 20trainloads. Since the structure was handed over six and a half months ahead of schedule, MCA-Benin asked the VINCI consortium to carry out other works in the Port of Cotonou (zoning, rail line, car park, lighting, etc.).
Benin is eligible for a second MCC programme, for which you are currently developing the content. Under what conditions will this new compact be signed? What kinds of companies do you think best suited to support you in implementing this second contract?
The award will depend on the close-out of the first programme, the continued success of the projects already completed and the way in which the eligibility criteria are met. To implement the second programme, companies should have a profile corresponding to the projects selected between now and the end of 2013. Obviously their expertise, reliability, professionalism and experience will be major factors in the selection process.
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National coordinator in charge of the unit developing the second MCA Benin programme
Samuel Olukayod Batcho
The bid submitted by Sogea-Satom and its partners, judged technically sound with the best financial conditions, satisfied our requirements.
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Resilience in Europe and international expansion

VINCI Construction turned in another solid performance in 2012. Owing to its business model, which brings together networks of local subsidiaries, worldwide speciality business activities and entities dedicated to major projects, the business line proved resilient in Europe despite the tough economic climate and was able to continue expanding its activities internationally.
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Growth almost all organic continued at VINCI Construction in 2012, with revenue increasing 8.6% to 15.3billion. This achievement reflects the resilience of the business lines networks of local subsidiaries (especially in France, the United Kingdom and Africa); the ramp-up of the SEA ToursBordeaux HSL project in France; and the international performance of VINCI Constructions specialised engineering and major projects activities. Building on the growing collaboration between its divisions, VINCI Construction extended its international market coverage, especially in underground works and the port and energy infrastructure sector. By designing joint proposals to meet demand for comprehensive solutions from major contracting authorities and by networking its engineering, management and production capabilities, the business line was able to marshal the very substantial resources required to cope with the increasing size of projects. Meanwhile, as price pressure continued to mount, VINCI Constructions constant focus on selective order taking, productivity and cost control kept its operating margin above 4% despite setbacks encountered on a number of projects.
Network of local subsidiaries

Mainland France
Following a substantial upturn in 2011, VINCI Construction France recorded a 7.4% increase in revenue to 6.5billion.
Building. After strong growth the previous year (16%), this business activity, which accounts for two-thirds of VINCI Construction Frances revenue, increased a further 6.5%. Growth was especially strong in the Greater Paris area and in the southeast. Overall, VINCI Construction France companies made the most of their comprehensive market coverage service sector, functional and residential buildings to pursue a strategy of offering public and private sector contracting authorities the broadest possible range of new construction and renovation services, from major design-build to local repair projects. The main projects under way or handed over during the year included, in the Greater Paris area: the Cit du Cinma (developed by VINCI Immobilier), the Department of Islamic Art at the Louvre Museum, the Louis Vuitton Foundation for Creation, the D2 tower at La Dfense, the Peninsula Paris hotel, the University of Paris-Diderot and the Ensta engineering school campus under publicprivate partnerships, and the Necker and Lagny hospitals; in the rest of France, the Hrault departmental archives in Montpellier (Pierresvives), the Confluences museum and the Confluence leisure and shopping centre in Lyon, the Museum of European and Mediterranean Civilisations (Mucem), the Terrasses du Port shopping centre and the Ambroise Par hospital in Marseille, the Allianz Riviera stadium in Nice (under a partnership contract awarded to VINCI Concessions), the Odon tower in Monaco, the Fernand Lger art and culture centre in Douchy les Mines in the Nord region and the hospital in Troyes. Alongside these major operations, a large number of smaller projects of all types made up the core business of VINCI Construction France.
02
01 In Marseille, a consortium made up of Dumez Mditerrane (VINCI Construction France) and Freyssinet France (Soletanche Freyssinet) carried out the foundation, structural works, metal frame and waterproofing works package on the Museum of European and Mediterranean Civilisations (Mucem) project, an avant-garde building designed by architect RudyRicciotti. 02 The future Allianz Riviera stadium in Nice, which will serve as a venue for the Euro 2016 football tournament, is being designed and built by local VINCI Construction France and VINCI Energies entities under a partnership contract awarded to VINCI Concessions. 03 In Bordeaux, the Jacques ChabanDelmas vertical lift bridge is being designed and built by a consortium of VINCI Construction France and Dodin Campenon Bernard companies. A major milestone was achieved in 2012 with the placement of the 117 metre long, 3,500 tonne central lift span.
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03
Civil engineering. In a shrinking market, business activity increased almost 8%, primarily driven by the SEA ToursBordeaux HSL project. Alongside the other VINCI Construction divisions and VINCI business lines, a large number of regional and local VINCI Construction France entities are involved in the project, helping to build the lines 415 bridges and tunnels and 240 hydraulic structures. The project entered the operational phase in 2012 and by the end of the year VINCI Construction France already had 410 people working on it. Meanwhile, a large number of projects were continued or completed during the year. These included the extension of Line B of the Lyon metro; boring of the second Croix-Rousse tunnel and start of the renovation of the existing tunnel; bridges and tunnels along the A89 motorway in the Greater Lyon area; structural work on the Prado Sud tunnel in Marseille and seismic isolation pit at the tokamak (ITER project reactor) in Cadarache in the Bouches du Rhne department; spillway of the Malarce dam in the Ardche region; Romanche
Gavet intake dam near Grenoble and refurbishment of the Leysse cover at Chambry; installation of the central span of the Jacques Chaban-Delmas bridge in Bordeaux; and in the Paris region, the Coudray dam, the La More wastewater treatment plant, civil engineering works on the Les Halles Canopy and modernisation of the Gare de Lyon train station in Paris. The main contracts won during the year were the CEVA contract (regional express line between Geneva and Annemasse), the Schuman bridge in Lyon, the Izeron bridge in the Isre region and the Cavaillon viaduct in the Vaucluse region, as well as the replica of the Chauvet cave in the Ardche a technically complex project carried out on a general contracting basis, including the reproduction of the cave paintings, by a VINCI Construction France-led consortium.
Hydraulic engineering. Volume held up well in markets that were contracting due to the difficulty experienced by local authorities in financing projects. The decline in standard pipeline works, especially in rural areas, was partly offset by work to divert and reconnect utility networks in conjunction with urban development (light rail) and high-speed rail line works. In water treatment, VINCI Construction France won new contracts for the Finfarine water production plant in Sables dOlonne, the Erstein wastewater treatment plant in the Bas-Rhin region and a water production plant in Reims under a public-private partnership. In the Greater Paris area, work got under way on the new Seine Aval pre-treatment unit in Achres, Europes largest wastewater treatment facility.
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Overseas France
Revenue increased 7.3% to nearly 0.6billion in markets buoyed by uninterrupted public investment in healthcare, education, public housing and water treatment and by a variety of projects in the traditional markets that make up the core business of VINCI Construction Dom-Tom companies. In building, which accounts for half of all business, the main projects under way were the Capesterre middle school (900 students) and the Ren Lacrosse medical centre in Guadeloupe. Operations started or won during the year included the Stella Matutina museum on Reunion Island, an administrative detention centre in Mayotte, a 130-room hotel in Cayenne, French Guiana, and the major Mdiple hospital complex (80,000 sq. metres of buildings, 450 rooms, 12 operating theatres) in Koutio, New Caledonia. Other projects included, in the civil engineering sector, the Saint Etienne River bridge on Reunion Island and the new European Vega launch facility in French Guiana; and in the hydraulic engineering sector, new wastewater treatment facilities on Reunion Island (Grand Prado) and in Cayenne, French Guiana, and the Matiti water production plant in French Guiana; and in the earthworks sector, the Paddon residential estate in Paita, New Caledonia.
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Western Europe
Benelux. CFE (excl. its 50% owned subsidiary DEME), which is held 46.8% by VINCI Construction, recorded a 3.4% increase in revenue to 0.9billion. Building activity grew in Belgium but declined in Central Europe and the export markets due to a number of delayed project starts. In this sector, the main projects included the start of construction by CFE, under a DBFM (design, build, finance, maintain) contract, of a building complex in Charleroi that will accommodate, inter alia, the new police department. Designed by architectural firms Jean Nouvel and MDW Architecture, the project won a prize at the Cannes world property trade fair (Mipim). In civil engineering, CFE completed construction of the Diabolo rail link in Brussels and continued two large projects being carried out by the Group under concession contracts: construction of the second Coentunnel in Amsterdam (a 750metre, five-lane submerged road tunnel) and the Liefkenshoek rail link (16km, of which nearly half runs underground) in the Port of Antwerp. In 2012, work proceeded at a fast pace on these two projects, which are scheduled to open to traffic in 2013. The property development activity in Belgium and Luxembourg held steady at a satisfactory level. Business was stable for the multi-technical engineering and maintenance division and increased in the rail and road division due to the acquisition of Remacom, a company specialising in track laying. United Kingdom. Despite an economic environment that remained extremely tough, VINCI Construction UK continued to increase its revenue (up 6.5% to 1.4billion) and position itself in its most buoyant market segments. In building, business remained brisk in the hospital sector, notably driven by the ProCure21+ programme, for which VINCI Construction UK is already qualified; in the retail building sector, driven by various
01 The Mdiple hospital complex in Koutio, New Caledonia, with 450rooms and 12 operating theatres, is being built by a consortium led by VINCI Construction in association with VINCIEnergies. It is New Caledonias largest public building. 02 The Diabolo rail link between Brussels National Airport, the main Belgian rail lines and Antwerp was inaugurated in June 2012. It was built by the Dialink consortium, which includes CFE subsidiary MBG, with the participation of some Soletanche Freyssinet companies.
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projects for long-standing customer Tesco; and in the education sector, driven by university development works under way or in the start-up phase in the south-west and in Wales. During the year, the very large New Covent Garden Market redevelopment project, which will take five years to complete, got under way in Londons Vauxhall district. During the first phase, VINCI Construction UK will build, as part of a consortium, a 150,000 sq. metre complex with a value of 130million (159million). In civil engineering, volume was high in 2012 due to modernisation work on the London underground. In addition to continuing or initiating projects at the Tottenham Court Road and Victoria stations, VINCI Construction UK completed work on Kings Cross station. It also began construction of the new Whitechapel station as part of the Crossrail project under a 135million contract that will be implemented over a period of six years. During the year, the second phase of work on the Nottingham light rail system, a project carried out under a PPP, was also launched. Lastly, in the airport sector, VINCI Construction UK won the contract to transform Pier 1 at London Gatwick South Terminal (a 105million contract), a follow-on to the many projects previously carried out by the company at that airport.
Central Europe
Operating in three Central European countries Poland, the Czech Republic and Slovakia VINCI Construction recorded a 7.7% decline in revenue to 0.5billion due to a general economic downturn. In Poland, Warbud worked with Eurovia on A2 motorway and S5 expressway projects, which were completed in record time in the run-up to the Uefa Euro 2012 football tournament. In building, significant construction contracts were won, including a 527-bed paediatric teaching hospital and the 105,000 sq. metre Plac Unii office and shopping complex in Warsaw, and the extension of the Gillette plant in Lodz. In a consortium with VINCI Environnement, Warbud also won the contract to upgrade the Olawa waste treatment plant, which produces biogas used to generate electricity, heat and refrigeration. In the Czech Republic, where the economy was in recession and major road infrastructure programmes were completed, SMP branched out into water treatment by acquiring a specialised company and winning the contract to build a wastewater treatment plant in Bohemia. Prumstav, the building subsidiary, also won the contract to build the new Karlin Hall II office building in Prague. In Slovakia, following completion of the PR1BINA expressway, SMS was selected, as part of a Eurovia-led consortium, to build a 9.5km section of the D1 motorway near Levoa, including a twin-bore tunnel and 12 bridges.
02
international donors. Making the most of the long-standing roots and high quality expertise that have enabled it to hold its own in a highly competitive environment, Sogea-Satom maintained a high level of activity in all its business sectors. The companys strength in roadworks and earthworks, which account for more than half of its revenue, continued with a large number of construction and refurbishment projects, notably in Tanzania, Burundi, Chad and Burkina Faso (where agricultural water projects in the D area will provide irrigation for more than 2,000 hectares of land) and in the Congo. In civil engineering, synergies developed with other VINCI Construction divisions were put to use in the new contract to extend the port of Lom, Togo, following on from a similar project completed in 2012 in Cotonou, Benin, and in the contract covering the chemicals site at the port of Jorf Lasfar, Morocco (construction of two storage facilities for phosphate fertilisers with unit capacities of 100,000 tonnes). The hydraulic engineering activity also expanded, with major projects under way including reinforcement of the drinking water system in Libreville, Gabon, and the raw water treatment plant in Yaound, Cameroon. Lastly, Group synergies generated sustained business in the building sector, with the completion of the RenaultNissan plant in Tangier, Morocco, as well as ongoing construction of Toukra University and the start of the Finance Ministry project in NDjamena, Chad. Other VINCI Construction divisions operate in Africa in specialised civil engineering, building, oil and gas infrastructure and major projects. Across all subsidiaries, VINCI Construction generated revenue of 1.4billion, unchanged from 2011.
Specialised civil engineering
Soletanche Freyssinet
At Soletanche Freyssinet, revenue rose 12.9% to 2.5billion as a result of both organic growth and acquisitions. In each of its business activities (soils, structures, nuclear), Soletanche Freyssinets specialised expertise is an international benchmark, positioning the company in major infrastructure projects around the world. Business was particularly brisk in the United States, Canada, Australia, Mexico and France. Volumes declined substantially in
Africa
Sogea-Satoms revenue continued to grow, with a 10.4% increase to 0.9billion in markets where private-sector investments are taking the place of funding by major
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the Middle East, Iberian Peninsula and Central Europe, where markets were contracting, but held steady overall in Asia, Latin America and Africa. Soletanche Freyssinets targeted acquisitions strategy enabled it to consolidate and expand its international networks in the Americas (United States, Canada, Colombia), New Zealand, South Africa and Central Europe (Czech Republic and Slovakia). The company set up new subsidiaries in Peru, Kuwait and the Philippines. Deep foundations and ground technologies Soletanche Bachy recorded 15% growth, driven by the performance of its subsidiaries in France and North America. The company also integrated the entities acquired in 2011 in Canada, the United Kingdom or Turkey. The main projects completed or under way during 2012 included Crossrail and Lee Tunnel in the United Kingdom; Wolf Creek dam, Port of Miami tunnel and San Francisco and New York Second Avenue metros in the United States; El Teniente mine in Chile; Hong Kong airport; the National Art Gallery in Singapore; the Reforma and Bancomer high-rise buildings in Mexico; the T6 light rail in Viroflay, France; CEVA in Switzerland; the Odon tower in Monaco; the ports of Puerto Brisa, Argentina and Montevideo, Uruguay; and the Singapore, Hong Kong and Kuala Lumpur metros in Asia. New orders included work on the ports of Lom in Togo, Jebel Ali in Dubai and Puerto Bahia in Colombia; the Lake Nyos dam in Cameroon, the Goldin Financial Center in Hong Kong and the Second World War Museum in Gdansk, Poland. At Menard (ground consolidation), volumes held steady. The years main projects included: port works at the future tanker terminal in Dunkerque, France; the S8 expressway in Poland; the General Electric
(Gemtec) technology centre in Dammam, Saudi Arabia; the port extension in Gulfport, Mississippi, United States; the Barangaroo seafront in Sydney, Australia; the Gemalink container terminal in Vietnam; and the Kutubu Central Processing Facility, as part of the PNG-LNG project in Papua New Guinea. New contracts included Terminal 3 at Jakarta airport, the Wynn Cotai casino in Macao and the Ichthys LNG project in Australia. Structures Freyssinets business activity increased despite the market downturn in Central Europe and Spain, which was notably offset by good performance in the United Kingdom, North America, Mexico and Australia. The main projects completed and under way during the year included the Russky Island and Golden Horn bridges in Vladivostok, Russia; the Verdun sur Garonne suspension bridge, the Pannecire dam and Marseilles Mucem museum in France; the Hammersmith bridge in London, United Kingdom; the city hall in Bucharest, Romania; the Dong Siri project in Denmark; Liakhvi viaduct in Turkey; Port Mann bridge in Canada; San Marco and Frontera bridges in Mexico; Iligan cement works in the Philippines; Kumho-kang bridge in South Korea; and the Anzac and Alelaide Superway bridges in Australia. The main orders booked were for the MLC Tower in Australia and an oil platform in Canada as part of the Hebron project. Terre Arme (retaining structures and prefabricated arch tunnels) recorded a substantial increase in revenue, with activity growth especially high in North America (Fort Lauderdale airport, I-595 motorway and Los Vaqueros dam in the United States; Windsor Essex Parkway in Canada), France and Morocco, and in the mining sector in southern Africa, Canada, Australia and Asia. In South Korea, Terre Arme built its largest prefabricated arch (TechSpan) structure to date on a 2.3km covered motorway. Nuclear Nuvia again recorded strong growth, up 17%. In addition to brisk business in its two main markets, France and the United Kingdom (where its order book reached a record high, largely as a result of diversification into military works), the company was bolstered by new business in China and the subsidiaries recently set up in Canada and Sweden. In France, Nuvias nuclear logistics, decommissioning and risk control expertise was deployed at EDF, Areva and CEA sites, with two major projects, namely the safety upgrade at the Fessenheim plant and the dismantling of the reactor building at Creys-Malville in south-eastern France. Inthe United Kingdom, Nuvia continued to take part in the Silos Direct Encapsulation
01
02
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01 The Verdun sur Garonne suspension bridge, with a span of 154 metres, was built under a public-private partnership by VINCI Construction France, Dodin Campenon Bernard and Freyssinet, with the participation of Eurovia. 02 At the El Teniente site in Chile, the worlds largest underground copper mine, VINCI Construction Grands Projets and Soletanche Bachy are blasting two 9 km long tunnels, one to transport personnel and the other to transport ore, as well as two intermediate access tunnels with a total length of 6 km.
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01 In Qatar, VINCI Construction Grands Projets, Entrepose Contracting and QDVC handed over the 900,000m3/day PS 70 pumping station and 45 km of pipelines that will carry wastewater from Doha to a treatment plant located 25 km north of the capital city.
(SDP) project at Sellafield and widened the range of its activities by demolishing a radiological research laboratory and taking part in the British nuclear submarine dismantling programme.
Oil and gas infrastructure

Entrepose Contracting recorded a 12.4% increase in revenue to 0.8billion, partly as a result of external growth, despite postponement of a number of investments by contracting authorities. Work on the 450km Papua New Guinea pipeline project proved difficult due to particularly inclement weather. Strong oil and gas field commissioning activity continued apace at the Skikda site in Algeria, where Entrepose Contracting has been working for several years, and the El Merk site in south-eastern Algeria, where North Africas largest crude oil refinery is being built. In liquefied natural gas (LNG) storage tanks, Entrepose Contracting continued construction of three 190,000 cu. metre tanks in Dunkerque, France. In Australia, Entrepose Contracting and VINCI Construction Grands Projets formed a consortium that won a contract with a value of some 400million to build four tanks as part of the Wheatstone project; construction is scheduled to start in 2013. In addition, to consolidate its position in the buoyant underground liquid and gaseous hydrocarbon storage market, Entrepose Contracting raised its stake in subsidiary Geostock, a world leader, from 25% to 90%.
farm for which the successive phases began in 2008 and will be completed in 2013. Meanwhile, DEME continued to upgrade its fleet. The fleet includes nearly 80 large dredgers and 200 auxiliary vessels. Ships launched during the year included the Neptune and the Innovation, two large offshore construction vessels, and the Ambiorix and Amazon ocean-going rock cutter dredgers.
Complex project management and construction

The companies making up this division offer an excellent fit in complex project design, engineering, management and construction. In 2012, they were involved primarily in the SEA ToursBordeaux HSL project. At the end of December, 1,640 division employees were working on the project within the construction joint venture, COSEA, in which VINCI Construction is the main company. VINCI Construction Grands Projets put in a good performance in 2012, marked by a return to growth with revenue up 10.8% to 0.6billion and a continuing high level of order intake. At the end of the year, the order book stood at almost 2billion, i.e. more than two years of business activity. The map of projects under way and won in 2012 reflects uninterrupted business in the countries where VINCI Construction Grands Projets has a long-standing presence (France, United Kingdom, Egypt, Qatar, Malaysia, Jamaica, Trinidad and Tobago) as well as business in countries where it has more recently begun operations, such as Australia, Hong Kong, Chile and Panama. The types of project carried out illustrate both the sound positions held by the company in the major bridges and tunnels, underground works and hydraulic works
Dredging
DEME(*) maintained a high level of revenue, at 1.7billion, and raised its order book to a historic high up 59% in one year primarily as a result of three major contracts that will get under way and take several years to complete: the Wheatstone LNG project on the west coast of Australia (dredging of the approach channel, manoeuvring area and berths); a 941million contract for dredging and breakwater construction at a new port in Qatar, which will serve as a base for the Qatar Navy; and construction of the seventh and last offshore wind farm in the North Sea off Belgium (Northwind project), for which DEMEs specialised GeoSea subsidiary will be installing the 73 steel mono piles that will serve as foundations for the wind turbines, laying the cables and installing the turbines. This last order follows on from the C-Power project, a 54-turbine offshore wind
(*) The DEME group is 50% owned by CFE, which is 46.8% held by VINCI Construction. DEME is accounted for under the equity method in accordance with IAS 31 Interests in Joint Ventures.
markets, as well as its more recent expansion into the international market for major building projects. The main handovers were the new pumping station in Doha (carried out with Entrepose Contracting) and the Lusail car parks in Qatar; a motorway interchange in Trinidad and Tobago; the Athens metro extension in Greece; cryogenic storage tanks at Skikda, Algeria; and drinking water system upgrades in Kingston, Jamaica. Projects under way during the year included the Chernobyl confinement structure in Ukraine (carried out in a special assembly area 300 metres from the damaged reactor), phase 2 of Cairos metro line 3 in Egypt, the Lusail light rail and Sheraton Park projects in Doha, Qatar, the Hallandss rail tunnels in Sweden, the Coentunnel road tunnel in the Netherlands, the Liefkenshoek rail link in Belgium, Lee Tunnel in London, the El Teniente mining tunnels in Chile and the extension of the Kantale wastewater treatment plant in Sri Lanka. VINCI Construction Grands Projets also began work on new projects: the Assiut dam in Egypt, the Wheatstone LNG tanks in Australia, the Government building in Ashgabat, Turkmenistan, Liverpool Street and Whitechapel stations on the London underground and the Berjaya Central Park property complex in Kuala Lumpur, Malaysia. Lastly, new orders included three major contracts booked at the end of the year. The first is the construction of a 4km tunnel in Hong Kong for the new SLC metro (a contract with a value of 280million). The second is the construction of the 1,050 metre long Atlantic Bridge in Panama, which will rise 75 metres above water level; with a 530 metre central span, it will be the worlds longest cable-stayed concrete bridge. The third contract covers the construction of a 762 metre cable-stayed bridge over the Ohio River and a 512 metre twin-bore tunnel in Indiana, the United States, under a PPP for which VINCI Concessions was declared preferred bidder at the end of 2012.
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Outlook
VINCI Constructions year-end order book stood at 18.1 billion, suggesting that overall business volumes can be expected to hold steady in 2013. The ramp-up of the SEA ToursBordeaux high-speed rail project will bolster business activity in France. It is expected that the other networks of local subsidiaries will also achieve volume similar to that of 2012 and hold up well in the European markets; that brisk business activity will continue unabated in Africa; and that the specialised civil engineering and major projects businesses, which have recently stepped up their pace of internationalisation, will continue to expand, especially outside the European Union. In all the regions where VINCI Construction operates, better collaboration between its divisions will help to extend its market coverage, as significant contracts recently won worldwide have demonstrated. Joint bids will be drawn up to meet demand for comprehensive solutions on the part of large contracting authorities, and engineering, management and production resources will be networked. As the size of projects increases in most markets, VINCI Constructions ability to marshal the full range of technical capabilities and execution resources required will be an increasingly decisive strength. Looking beyond the short term and the effects of budgetary policies in Europe, VINCI Construction will benefit, over the long haul, from strong demand in the sectors in which it operates: transport and energy infrastructure, urban development, water supply and treatment systems, public buildings (healthcare, education, recreation), and newgeneration residential and service sector buildings.
01
VINCI Construction Terrassement generated revenue of 0.5billion, up 31%, driven primarily by a large number of projects carried out simultaneously along the SEA ToursBordeaux high-speed rail line, which accounted for revenue of 279million in 2012. Work on the highspeed line more than offset completion of work on the A89 motorway on the outskirts of Lyon and on the A63 motorway for VINCI Autoroutes. The other main projects in France included the Rizzanese dam in Corsica and the Romanche Gavet dam in the Isre region, the East European HSL (Phase 2), the Canari asbestos mine containment in Corsica and the Mont Saint Michel project, on which VINCI Construction Terrassement is cleaning and expanding the basins designed to restore the hydraulic balance of the site. In the international market, the company continued work on the Bata-Ayak Ntang motorway in Equatorial Guinea in conjunction with Sogea-Satom. Dodin Campenon Bernard increased its revenue 16% to 0.2billion. In synergy with the other VINCI Construction entities, the company completed several projects in 2012.
These included, in underground works, the tunnels for metro Line 12 and the VL9 collector main in the Greater Paris area; the Oullins tunnel at Lyon and the Violay tunnel on the A89 motorway. It continued work on the Saverne tunnel on the East European HSL line and the Croix-Rousse tunnel in Lyon. Bridge construction also proceeded apace in France, with major projects under construction including the Jacques Chaban-Delmas lift bridge in Bordeaux and the bridge over the Saint Etienne River on Reunion Island, as well as handover of viaducts on the A89 and A63 motorways and the Verdun sur Garonne suspension bridge. Business was also brisk in industrial civil engineering in the nuclear sector, with completion of work on a building at La Hague and continuation of the Iter project at Cadarache. In hydraulic structures, the company began work on the Romanche Gavet underground hydroelectric facility. New orders included a very large volume of work on the SEA ToursBordeaux HSL project, as well as the new A304 motorway project between Charleville Mzires and Rocroi 193 metre La Sormonne viaduct; 23.5km of earthworks, engineering structures and communication restoration (TOARC).
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Business activity VINCI Immobilier
Prudent strategy against a backdrop of market uncertainty
In an unsettled business environment, VINCI Immobilier stepped up its strategy of selectively focusing on the most thriving market segments and on high value added operations.
Business and commercial property

Despite the economic downturn and the wait-and-see approach taken by investors, 2012 was a highly satisfactory year due to the sale of a number of significant operations. In Paris, these included two hotels one at La Dfense, the other at the Porte des Lilas with a total of 634 beds, and the 12,100sq.metre Paris Rivoli retail, apartment and office complex; and a 138-room hotel in Grenoble. These projects exemplify VINCI Immobiliers strategy of targeting large operations in good locations, combined with a systematic user search and the financial capacity to acquire the land required to build them. Sales in this market, across all operations, amounted to 339million for the year (at 100%). In the office segment, the preparation of the second phase of the SFR head office project in Saint Denis, on which construction started in early 2013, was also of note. The highlight of the year was VINCI Immobiliers handover of the Cit du Cinma in Saint Denis. The Group supported cinema producer and director Luc Besson at all stages of the major project, first as the developer and investor via VINCI Immobilier and then as the builder. With nine sound stages, a 500-seat screening room and a wide variety of facilities, the complex, which meets the highest international standards and where films can be produced from start to finish, is now available to the French film industry. The service activity (property management for individual investors; services for businesses and large user and investor accounts) held steady at a level comparable to 2011.
A climate of economic and tax uncertainty put a damper on property acquisitions by individual, business and institutional investors in 2012, resulting in a sharp decline in volume. Nevertheless, as a result of the large number of reservations recorded in 2011, VINCI Immobiliers revenue increased more than 16% to 811million (Group share).
Residential property
The market took a sharp downturn in 2012. Despite historically low interest rates, higher taxes on capital gains and rental income deterred property purchases by individual investors. VINCI Immobilier recorded a sharp decline (36%) in reservations. As a result of this change, together with the companys higher pre-sale requirement for initiating construction, the number of housing starts declined from 3,878 in 2011 to 2,792 in 2012. The contraction in the number of notarised deeds was less pronounced, thanks to the high level of reservations in the previous year. These transactions amounted to 707million in 2012, compared with 767million in 2011. Significant handovers included the Amplia residential operation in the Confluence district in Lyon, an energy-positive building that meets the highest standards for environmental quality and thermal performance.
Outlook
VINCI Immobilier will continue its targeted strategy focused on large metropolitan areas and operations of sufficient technical and financial scope to make the most of its expertise. The residential property portfolio covers land under provisional sale contract on which well-situated residential complexes meeting user expectations can be built as soon as the market picks up. In business and commercial property, VINCIImmobilier will continue its targeted strategy focused on major accounts and select high-quality products that combine adaptability, accessibility and attractiveness for users.
Business activity VINCI Immobilier
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01
02
01 First energy-positive residence to be built in the Confluence district in Lyon. Amplia offers 66 apartments with a common garden. It has 115 sq. metres of solar panels to produce hot water, more than 800 sq. metres of photovoltaic panels and a rainwater harvesting system used to water the garden. Amplia has obtained BBC Effinergie certification. 02 VINCI Immobilier is carrying out a project that involves both structural renovation and new construction in the Rue de Rivoli in Paris to create a multi-purpose complex comprising apartments, shops and offices.
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109
General & financial elements
110 Report of the Board of Directors 177 Report of the Statutory Auditors expressing limited assurance on selected social, environmental and societal information 179 Report of the Chairman of the Board on corporate governance and internal control procedures 193 Report of the Statutory Auditors in application of Article L.225-235 of the French Commercial Code on the Report of the Chairman of the Board of Directors 194 Report of the Vice-Chairman and Senior Director of the Board of Directors
195 Consolidated financial statements 197 Consolidated financial statements 202 Notes to the consolidated financial statements 275 Report of the Statutory Auditors on the consolidated financial statements 276 Parent company financial statements 277 Parent company financial statements 280 Notes to the financial statements 292 Report of the Statutory Auditors on the parent company financial statements 293 Special report of the Statutory Auditors on regulated agreements and commitments 298 Persons responsible for the registration document 299 Registration document table of correspondence
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Report of the Board of Directors
Report of the Board of Directors Contents

A.
1. Consolidated financial statements 2. Parent company financial statements 3. Dividends
Report on the financial statements for the year
111
111 118 118
B.
1. Material post balance sheet events 2. Information on trends 3. The Groups markets: seasonality of business
Post balance sheet events, trends and outlook
118
118 119 119
C.
1. Operational risks 2. Financial risks 3. Legal risks 4. Environmental and technological risks 5. Insurance cover against risks
Risk factors
120
120 123 124 124 125
D. Company officers and executives
1. Company officers appointments and other positions held 2. VINCI shares held by the company officers 3. Company officers remuneration and interests 4. Options and performance shares
127
127 131 132 134
E.
1. Workforce-related responsibility 2. Environment 3. Social responsibility 4. Note on the methods used in social and environmental reporting
Social and environmental information
138
139 150 159 166
F.
1. Corporate name and Articles of Association 2. Relations between the parent company and subsidiaries 3. General information about VINCIs share capital 4. Matters that could be material in the event of a public offer 5. Other information on the Company forming an integral part of the Report of the Board of Directors Report of the Statutory Auditors expressing limited assurance on selected social, environmental and societal information
General Information about the Company and its share capital
169
169 170 171 174 175
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A. Report on the financial statements for the year

1. Consolidated financial statements
VINCI turned in a robust performance in 2012, with further growth in revenue and net income despite a difficult economic climate, particularly in Europe. This achievement reflects the soundness of the Groups fundamentals: the complementary nature and resilience of its two core businesses (Concessions and Contracting), growth focusing on high value-added activities outside France and prudent financial management. VINCIs consolidated revenue rose 4.5% to 38.6billion. This represents 1.5% organic growth, a 0.8% positive currency effect and 2.3% growth from acquisitions. The main acquisitions, made by Contracting entities, were outside France. In 2012, 37% of total revenue was generated outside France (42% in Contracting). Cash flow from operations before tax and financing costs (Ebitda) amounted to 5.4billion (+1%) and equal to 14.0% of revenue. VINCI Autoroutes Ebitda margin improved slightly, from 69.5% in 2012 (69.4% in 2011). Operating income from ordinary activities (Ebit) was 3.7billion, up 0.3% and representing 9.5% of revenue, compared with 9.9% in 2011. In Contracting, the Ebit margin was 4.2%, against 4.6% in 2011. The decline is attributable mainly to non-recurring items at Eurovia and VINCI Construction. Operating income, which reflects the impact of IFRS 2 share-based payment expense, impairment charges and the Groups share of income or loss from companies accounted for under the equity method, was 3.7billion (+1.4% compared with 2011). Net income attributable to owners of the parent was 1,197million, representing 0.7% growth compared with 2011. Earnings per share increased 1.6% to 3.54, partly due to the Groups purchases of its own shares during 2012. Net financial debt was 12.5billion at 31December2012, slightly down relative to end-December 2011. Operating cash flow amounted to 3.1billion in 2012 and covered all investments by VINCI Autoroutes (1.1billion), 2012 acquisitions(0.7billion) and dividends paid (1.1billion). VINCIs credit ratings were confirmed by Standard & Poors (BBB+) and Moodys (Baa1), both with stable outlook. The Group obtained excellent terms for several bond issues and placements totalling more than 1.5billion, at an average interest rate of 3.66%, to refinance its debt in advance. VINCI continued to benefit from good access to credit and was able to renew for five years a bank credit facility granted to ASF for 1.8billion. At 31December2012, the Groups liquidity was very high at 11.5billion. It comprises 5.0billion net cash managed and 6.5billion mediumterm bank credit facilities maturing in 2016 and 2017. Contracting maintained its good business momentum throughout 2012, especially outside France. At 31December2012, its order book stood at 31.3billion (up more than 2% relative to end-2011), of which 45% is outside France. The international order book is up 12% over 12 months.
1.1
1.1.1
Highlights of the period

New contracts and main acquisitions
Simplified public offer for Entrepose Contracting In April 2012, VINCI initiated a simplified public offer for the 19.83% of shares in Entrepose Contracting that it did not already own, at a price of 100 per share. After the offer ended on 14 June, VINCI owned 97.37% of Entrepose Contracting. It then bought out all remaining shareholders that did not originally tender their shares to the offer. At 31December2012, VINCIs stake in Entrepose Contracting was 100%. Acquisitions by Eurovia In January 2012, Eurovia acquired NAPC, a road construction, earthworks and civil engineering company based in Chennai, India. In 2012, NAPC generated revenue of 95million. In late March 2012, Eurovia acquired Carmacks, a group of companies based in Alberta, Canada. Carmacks, which builds road infrastructure and carries out road maintenance under long-term contracts, generated revenue of 212million in 2012. Acquisitions by VINCI Energies In September, VINCI Energies completed the acquisition of the Energieversorgungstechnik (EVT) division of the Alpiq group. This division contained Alpiqs engineering and construction activities relating to power and telecommunications infrastructure in Germany and Central Europe. The EVT division, renamed GA Gruppe, is a vertically integrated unit offering a comprehensive range of services in engineering, design, construction and maintenance for power transmission and distribution operators, telecommunications infrastructure operators and industry. GA Gruppe employs around 3,000 people and generated 519million of revenue in 2012.
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Also in September, VINCI Energies completed the acquisition of Indian engineering company Vasundara. Headquartered in Bangalore, Vasundara has a presence in Chennai, Hyderabad, the United Arab Emirates and Malaysia. It operates in industrial automation, mechanical solutions and robotics. Acquisition by Entrepose Contracting Entrepose Contracting, a subsidiary of VINCI Construction, increased its stake in Geostock from 25% to 90%. Geostock operates in 26 countries and had revenue of 90million in 2012. It has extensive customer references, in France and abroad, covering consultancy, engineering, and operation and maintenance of underground storage facilities for liquid and gaseous hydrocarbons. Other acquisitions Other transactions in which VINCI SA acquired equity interests or control are mentioned in the notes to the parent company financial statements on page 280.
1.1.2
Financing operations
New corporate financing As part of its 3billion EMTN programme, VINCI SA carried out several bond issues and placements in the first half of 2012 to refinance its debt: January 2012: - the Company tapped the February 2017 4.125% bond line issued in December 2011 by 250million; - it issued SFr100million (82million) of 10-year bonds; - it carried out two private placements totalling 175million, i.e. a five-year placement for 100million and a seven-year placement for 75million; in March 2012, it issued 750million of eight-year bonds with a coupon of 3.375%. In June, July and September, ASF carried out three private placements for 11, 12 and 10 years, respectively amounting to 170million in total as part of its EMTN programme. In June 2012, CFE issued 100million of six-year bonds with a coupon of 4.75%. Debt repayments In January 2012, VINCI made an early repayment of 750million to reimburse the remainder of the loan taken out in 2006 to finance the acquisition of ASF. In late June 2012, ASF Holding repaid a 1,080million syndicated loan arranged in December 2006 and due to expire in the fourth quarter of 2013. In October, ASF repaid 406million of loans from the CNA (Caisse Nationale des Autoroutes). After these transactions, the average maturity of the Groups financial debt was 6.1 years at 31December2012. Renewal of ASFs medium-term bank credit facility In July, ASF agreed a five-year 1.8billion syndicated credit facility with a consortium of banks, replacing the previous 2billion facility due to expire in December 2013. Long-term financing granted for infrastructure projects under concession or public-private partnerships In 2012, VINCI signed long-term project financing agreements, without recourse to shareholders, totalling around 350million. They concerned mainly PFI (Private Finance Initiative) contracts for road maintenance in Hounslow (88million, 24.5years) and the Isle of Wight (95million, up to 24.5 years) in the UK, and the Dunkerque Arena (69million, 27 years and eight months) in France.
1.2 Revenue
VINCIs 2012 consolidated revenue amounted to nearly 38.6billion, up 4.5% compared with 2011. This reflects organic growth of 1.5% and a 0.8% positive exchange rate effect, along with 2.3% from the acquisitions made by Eurovia (NAPC in India and Carmacks in Canada) and VINCI Energies (GA Gruppe in Germany) in 2012, and by Soletanche Freyssinet in Turkey and the UK at the end of 2011. Concessions revenue rose 1.1% (0.9% on a comparable structure basis) to almost 5.4billion, with a 0.7% increase at VINCI Autoroutes and strong growth at VINCI Airports. Contracting revenue (VINCI Energies, Eurovia, VINCI Construction) was 33.1billion, up 5.1%, or 1.5% on a comparable structure basis. In France, revenue totalled 24.3billion, an increase of 3.2% (3.0% on a constant structure basis). Concessions revenue grew 0.9%, while that of Contracting increased 3.9%. Outside France, revenue rose 6.8% to 14.3billion, although this represents a decrease of 1.1% on a constant structure and exchange rate basis. In 2012, 37% of VINCIs total revenue was generated outside France (42% in Contracting). CONCESSIONS VINCI Autoroutes (ASF, Escota, Cofiroute and Arcour): revenue rose 0.7% to 4,439million. Toll revenue increased 0.6% despite a 1.7% decrease in traffic on a stable network (light vehicles down 1.4%; heavy vehicles down 3.5%), but this decline was offset by the ramp-up of the A86 Duplex (+0.2%) and higher toll prices. VINCI Concessions generated revenue of 915million, up 3.1% (1.8% on a comparable structure basis). VINCI Airports recorded strong growth (18%) due to growing traffic levels at Nantes-Atlantique airport and those of Cambodia Airports. VINCI Park posted slight growth in revenue to 615million (up 2.6% on an actual basis or 1.5% on a comparable structure basis, including 1.3% in France and 2.2% internationally).
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CONTRACTING VINCI Energies: 9,017million (+4.0% actual; +0.9% on a comparable structure basis) In France, revenue was 5,486million (-0.4% actual; stable on a constant structure basis). Business levels remained strong in telecommunications with the ramp-up of the GSM-R project, and in energy infrastructure, but they were adversely affected by weaker photovoltaic business. The industrial sector was resilient in an unfavourable economic environment. However, activity in the tertiary sector was less robust, despite firm growth at VINCI Facilities (+5.6%). Outside France, revenue totalled 3,531million (+11.7% actual; +2.7% on a comparable structure basis). The situation varied geographically. In Europe, business levels fell sharply in Spain and Portugal, grew slightly in Switzerland and Germany (on a comparable structure basis), with more pronounced growth in Belgium, the Netherlands and Sweden. Strong growth was recorded in emerging-market countries such as Indonesia, Morocco and Brazil. Eurovia: 8,747million (+0.3% actual; -4.5% on a comparable structure basis) In France, revenue was 5,159million, up 1.2% on an actual basis (0.5% on a constant structure basis). Roadworks business taking place through regional entities was stable, with a fall in volumes of around 4% offset by higher prices for oil products. Specialist businesses like demolition, industrial activities and rail sector works posted growth of over 9% (almost 5% on a comparable structure basis). Outside France, revenue totalled 3,588million, down 1.0% (-11.4% on a comparable structure basis). There was firm growth in the UK, Chile, the USA and Canada. However, Central European countries posted significant declines in activity due to the end of major projects (the R1expressway in Slovakia and a fall in investment in Poland after the Euro 2012 football tournament) and a difficult economic environment in the Czech Republic. Business levels in Germany remained stable. VINCI Construction: 15,327million (+8.6% actual; +5.5% on a comparable structure basis) In France, revenue amounted to 8,410million, up 8.8% actual or 8.5% on a constant structure basis. This reflects the ramp-up of the Tours Bordeaux high-speed rail line project, which accounted for revenue of more than 550million in 2012, along with ongoing steady growth in residential and non-residential building activity. French overseas territories posted a good performance. Outside France, revenue was 6,917million, up 8.5% (+2.1% on a comparable structure basis). The change on a comparable structure basis reflects rapid growth at Sogea-Satom in Africa, which offset the contraction seen by Central European subsidiaries. Business levels in other divisions (Benelux and the UK) were stable overall. VINCI IMMobilier Revenue rose 16.2% to 811million in 2012. This growth was driven by residential property after work began on a significant number of units in late 2011, and by several large business property projects.
Revenue by business line

2012 (in millions) Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier Intragroup eliminations Revenue (*) Concession subsidiaries works revenue Intragroup eliminations Concession subsidiaries revenue derived from works carried out by non-Group companies Total consolidated revenue (*) Excluding concession subsidiaries works revenue. 5,354 4,439 915 33,090 9,017 8,747 15,327 811 (622) 38,634 852 (303) 550 39,183 5,297 4,409 888 31,495 8,666 8,722 14,107 698 (534) 36,956 1,081 (390) 690 37,646 -20.4% +4.1% -20.5% +1.1% +4.5% -21.1% +1.5% -21.2% 2011 Actual +1.1% +0.7% +3.1% +5.1% +4.0% +0.3% +8.6% +16.2% 2012/2011 change Comparable +0.9% +0.7% +1.8% +1.5% +0.9% -4.5% +5.5% +16.2%
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2012/2011 change (in millions) France Central and Eastern Europe United Kingdom Germany Belgium Rest of Europe Europe excluding France Americas Africa Middle East and rest of the world International excluding Europe Revenue (*) (*) Excluding concession subsidiaries works revenue. 2012 24,324 2,001 2,257 2,374 1,210 1,505 9,348 1,832 1,695 1,435 4,962 38,634 % of total 63.0% 5.2% 5.8% 6.1% 3.1% 3.9% 24.2% 4.7% 4.4% 3.7% 12.8% 100.0% 2011 23,562 2,490 2,071 2,101 1,131 1,519 9,310 1,284 1,710 1,090 4,084 36,956 Actual +3.2% -19.6% +9.0% +13.0% +7.0% -0.9% +0.4% +42.7% -0.9% +31.6% +21.5% +4.5% At constant exchange rates +3.2% -18.5% +2.0% +13.0% +7.0% -1.5% -0.9% +35.3% -1.1% +23.5% +17.3% +3.8%
1.3
Operating income from ordinary activities (Ebit) amounted to 3,671million in 2012, up 0.3% compared with that of 2011 (3,660million). Operating margin from ordinary activities was 9.5% in 2012, against 9.9% in 2011.
Operating income from ordinary activities/operating income
Operating income from ordinary activities/operating income

(in millions) Concessions VINCI Autoroutes VINCI Concessions of which VINCI Park Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier Holding companies Operating income from ordinary activities (**) Share-based payments (IFRS 2) Goodwill impairment expense Income/(loss) of companies accounted for under the equity method Operating income 2012 2,159 2,019 139 114 1,403 502 277 625 62 47 3,671 (94) (8) 82 3,651 9.5% 9.5% % of revenue (*) 40.3% 45.5% 15.2% 18.5% 4.2% 5.6% 3.2% 4.1% 7.6% 2011 2,149 2,018 130 107 1,435 483 322 630 54 22 3,660 (101) (8) 50 3,601 9.7% +1.4% 9.9% +0.3% % of revenue (*) 2012/2011 change 40.6% 45.8% 14.7% 17.9% 4.6% 5.6% 3.7% 4.5% 7.8% +0.5% +0.1% +6.6% +6.1% -2.2% +4.0% -14.2% -0.9% +13.2%
(*) Excluding concession subsidiaries works revenue. (**) Operating income from ordinary activities is defined as operating income before the effects of share-based payments (IFRS 2), goodwill impairment losses and the income or loss of companies accounted for under the equity method.
In Concessions, Ebit was 2,159million, up 0.5% compared with 2011 (2,149million). It represented 40.3% of revenue, close to the level achieved the previous year (40.6% of revenue). At VINCI Autoroutes, Ebit was stable at 2,019million (2,018million in 2011). Despite slight growth in revenue in 2012 and firm control over operating expenses, Ebit margin declined from 45.8% to 45.5% in 2012. This was attributable to an increase in special concession amortisation expense following the commissioning of contractual investments, particularly in relation to the green motorway package and road widening works carried out on the A63. At VINCI Concessions, Ebit was 139million (130million in 2011). Ebit margin improved from 14.7% in 2011 to 15.2% in 2012, driven mainly by VINCI Airports strong performance. Contracting posted a 2.2% fall in Ebit to 1,403million (1,435million in 2011). As a proportion of revenue, it fell from 4.6% in 2011 to 4.2% in 2012. At VINCI Energies, Ebit rose 4.0% to 502million (483million in 2011) and Ebit margin was 5.6%, the same as in 2011. At Eurovia, Ebit was 277million, down 14% from 322million in 2011. As a proportion of revenue, it declined from 3.7% in 2011 to 3.2% in 2012 due mainly to losses in Poland as a result of low business levels following the Euro 2012 football tournament and write-downs of work in progress.
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At VINCI Construction, Ebit was 625million, down 0.9% relative to 2011 (630million). Ebit margin was 4.1% in 2012 (4.5% in 2011). This change reflects provisions taken at VINCI Construction Grands Projets following an unfavourable court decision in the USA. Operating income was 3,651million or 9.5% of revenue in 2012, up 1.4% from 3,601million or 9.7% of revenue in 2011. It takes into account: Share-based payment expense, which reflects the benefits granted to employees under performance share plans, share option plans and the Group Savings Scheme. It amounted to 94million in 2012 (101million in 2011). Goodwill impairment charges, which amounted to 8million in 2012, the same as in 2011. The Groups share in the income or loss of companies accounted for under the equity method, which was positive at 82million in 2012 (50million in 2011).
1.4
Consolidated net income attributable to owners of the parent amounted to 1,917million in 2012, up 0.7% compared with 2011 (1,904million) and equal to 5.0% of revenue. Earnings per share (after taking account of dilutive instruments) rose 1.6% to 3.54 (3.48 per share in 2011).
Net income
Net income attributable to owners of the parent, by business line

(in millions) Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier Holding companies Total 2012 886 827 59 915 327 167 421 37 79 1,917 2011 852 820 32 968 315 220 433 33 52 1,904 +0.7% 2012/2011 change +4.0% +0.9% +84.4% -5.4% +4.0% -24.1% -2.8% +12.8%
The cost of net financial debt was 638million, compared with 647million in 2011. The Groups policy of converting fixed rate debt to floating rate enabled it to benefit from lower interest rates and this completely offset the fall in returns from investments and the current higher costs of refinancing. The average interest rate on long-term financial debt at 31December2012 was 3.63%, (3.93% at 31 December 2011). Other financial income and expense resulted in a net expense of 19million, compared with net income of 25million in 2011. For 2012, this item includes capitalised borrowing costs on current investments, mainly at ASF and Escota, in the amount of 71million, compared with 61million in 2011. It also includes the negative impact of the cost of discounting retirement benefit obligations and provisions for the obligation to maintain the condition of concession intangible assets due to lower interest rates in the amount of 91million, compared with 47million in 2011. Capital gains on disposals of securities and receivables amounted to 1million (3million in 2011). Dividends received from unconsolidated entities totalled 17million in 2012, versus 16million in 2011. Income tax expense for the year was 969million (984million in 2011), resulting in an effective tax rate of 33.3% in 2012 (33.6% in 2011). This change reflects taxation of some foreign subsidiaries at lower rates. Non-controlling interests amounted to 109million (92million in 2011) and consisted mainly of the share of Cofiroute and CFE income that is not attributable to the owners of the parent.
1.5
Cash flow from operations
Cash flow from operations before tax and financing costs (Ebitda) totalled 5,418million in 2012, up slightly relative to the 5,366million achieved in 2011. It represented 14.0% of revenue in 2012 (14.5% in 2011). For the Concessions business (62% of total), Ebitda was stable overall (+0.2%) at 3,372million or 63.0% of revenue (3,366million and 63.6% of revenue in 2011). VINCI Autoroutes Ebitda increased 1.0% to 3,087million (3,058million in 2011) and its Ebitda margin improved slightly to 69.5% (69.4% in 2011). Contractings Ebitda fell 0.3% to 1,875million (1,880million in 2011) and its Ebitda margin was 5.7% (6.0% in 2011).
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Cash flow from operations (Ebitda) by business line

(in millions) Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier Holding companies Total (*) Excluding concession subsidiaries works revenue. 2012 3,372 3,087 285 1,875 532 467 876 60 112 5,418 14.0% % of revenue (*) 63.0% 69.5% 31.1% 5.7% 5.9% 5.3% 5.7% 7.4% 2011 3,366 3,058 308 1,880 508 524 848 55 65 5,366 14.5% +1.0% % of revenue (*) 63.6% 69.4% 34.7% 6.0% 5.9% 6.0% 6.0% 7.9% 2012/2011 change +0.2% +1.0% -7.5% -0.3% +4.7% -10.9% +3.4% +9.3%
1.6
The net change in the operating working capital requirement and current provisions resulted in an outflow of 37million in 2012, compared with an inflow of 93million in 2011. This change is due mainly to an increase in the working capital requirement of Eurovias activities in Central Europe (completion of major projects in Slovakia and Poland) and draw downs of project advances in construction. Interest paid decreased 48million to 595million in 2012 (643million in 2011). Income taxes paid rose 42million to 979 million (936million in 2011) due to the increase in tax payments on account required by French subsidiaries and the payment of French dividend tax. Cash flow from operating activities (*) was 3,865million, down 73million compared with 2011 (3,938million). After accounting for operating investments net of disposals of 742million, up 11% relative to 2011 (668million), operating cash flow(**) was 3,123million, close to that of the previous year (3,270million). Growth investments in concessions and PPPs totalled 1,140million (1,135million in 2011). They included 1,046million invested by VINCI Autoroutes in France under the motorway operators master plans and the green motorway package (1,017million in 2011). In particular, investments made by the ASF group remained very high, increasing from 841million in 2011 to 861million in 2012, of which almost 30% related to completion of construction of the LyonBalbigny section of the A89. Free cash flow before financial investments amounted to 1,983million (2,134million in 2011), including 841million generated by Concessions and 738million by Contracting (766million and 1,130million respectively in 2011). Financial investments net of disposals, including the net debt of acquired companies, represented 598million, compared with 172million in 2011. Acquisitions included Carmacks in Canada and NAPC in India by Eurovia, GA Gruppe in Germany by VINCI Energies and the increase in Entrepose Contractings stake in Geostock from 25% to 90%. Disposals of shares amounted to 7million in 2012 (40million in 2011). There was also the buy-out of non-controlling interests in Entrepose Contracting (102million). This transaction is presented under an item related to Capital transactions in the cash flow statement since it did not result in a change of control and is therefore regarded as a transaction between shareholders. Dividends paid in 2012 totalled 1,057million (1,036million in 2011). This includes 979million paid by VINCI SA, comprising the final dividend in respect of 2011 (653million), the interim dividend in respect of 2012 paid in November 2012 (295million) and the coupon on the perpetual subordinated bonds issued in 2006 (31million). The remainder comprises dividends paid to minority shareholders by some subsidiaries, mainly Cofiroute. Capital increases totalled 336million in 2012, including 275million relating to Group savings plans and 61million relating to the exercise of share options. VINCI also pursued its share buy-back programme, purchasing 17.7million shares in the market for a total investment of 647million, which more than offset capital increases. As a result of these cash flows, there was a 63million reduction in net financial debt during the year ended 31December2012.
(*) Cash flow from operating activities: cash flow from operations adjusted for changes in operating working capital requirement and current provisions, interest paid, income taxes paid, and dividends received from companies accounted for under the equity method. (**) Operating cash flow: cash flow from operating activities adjusted for net investments in operating assets (excluding growth investments in concessions and PPPs).
Other cash flows
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1.7
Consolidated non-current assets amounted to 35.4billion at 31December2012 (34.8billion at 31 December 2011). They consisted for the most part of concession assets (26.5billion). After taking account of a working capital surplus of 6.7billion (attributable mainly to the Contracting business), down 120million compared with 31 December 2011, consolidated capital employed was 28.7billion at 31December2012 (28.0billion at the end of 2011). The Concessions business accounted for 87% of total capital employed (90% at 31 December 2011). The Groups equity increased from 13.6billion at 31 December 2011 to 14.1billion at 31December2012. This figure includes 735million relating to non-controlling interests (725million at end-2011). The number of shares, excluding treasury shares, was 536,245,294 at 31December2012 (540,255,171 at 31 December 2011). Consolidated net financial debt was 12.5billion at 31December2012 (12.6billion at 31 December 2011). For the Concessions business, including holding companies, net financial debt stood at 18.1billion, down more than 800million relative to 31 December 2011. The Contracting business generated a net cash surplus of 2.1billion in 2012 (2.9billion at the end of 2011), the decline being due mainly to acquisitions in 2012. The holding companies posted a net financial surplus of 3.5billion at 31December 2012, stable overall relative to 31December 2011. The ratio of net financial debt to equity was 0.9 at 31December2012, in line with the end-2011 figure. The financial debt-to-Ebitda ratio stood at 2.3, stable compared with that at 31 December 2011. The Groups liquidity remained very high at 11.5billion at 31December2012. This comprises 5.0billion of net cash managed and 6.5billion of unused confirmed credit facilities, including 1.1billion expiring in 2016 and 5.3billion expiring in 2017.
Balance sheet and net financial debt
Net financial surplus (debt)

(in millions) Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction Holding companies & miscellaneous Total 31/12/2012 (18,058) (16,617) (1,441) 2,095 (47) (136) 2,278 3,436 (12,527) x2.3 Net financial debt/ Ebitda x5.4 x5.4 x5.1 31/12/2011 (18,895) (17,157) (1,738) 2,914 531 90 2,293 3,392 (12,590) x2.3 Net financial debt/ Ebitda x5.6 x5.6 x5.6 2012/2011 change 838 540 298 (819) (578) (226) (15) 44 63
1.8
Return on capital
Definitions: Return on equity (ROE) is net income for the current period attributable to owners of the parent, divided by equity excluding non-controlling interests at the previous year end; Net operating income after tax is operating income from ordinary activities, after restating for various items (share in the income or loss of companies accounted for under the equity method, dividends received), less the theoretical tax expense; Return on capital employed (ROCE) is net operating income after tax divided by the average capital employed at the opening and closing balance sheet dates for the financial year in question.
Return on equity (ROE) The Groups ROE was 14.9% in 2012, down slightly relative to the 2011 figure of 15.5%.
(in millions) Equity excluding non-controlling interests at previous year end Net income for the year ROE 2012 12,890 1,917 14.9% 2011 12,304 1,904 15.5%
Return on capital employed (ROCE) ROCE was 9.0% in 2012, stable compared with the 2011 figure.
(in millions) Capital employed at previous year end Capital employed at this year end Average capital employed Operating income from ordinary activities Other items (*) Theoretical tax (**) Net operating income after tax ROCE (*) Group share of the income or loss of companies accounted for under the equity method and dividends received. (**) Based on the effective rate for the period by business line. 2012 27,999 28,683 28,341 3,671 99 (1,222) 2,548 9.0% 2011 27,766 27,999 27,883 3,660 66 (1,229) 2,497 9.0%
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2.
Parent company financial statements

VINCIs parent company financial statements show revenue of 11.8million for 2012, compared with 12.7million in 2011, consisting mainly of services invoiced by the holding company to subsidiaries. The parent companys net income was 256million in 2012, compared with 2,997million in 2011. This includes 324million of dividends received from Group subsidiaries (3,006million in 2011). Expenses referred to in Article 39.4 of the French General Tax Code amounted to 64,675 in 2012. NoteC.10 to the parent company financial statements contains the disclosures relating to suppliers payment terms required by Frances LME Act on modernising the countrys economy and Article L.441-6-1 of the French Commercial Code.
3. Dividends
The Board of Directors has decided to propose to the Shareholders General Meeting on 16 April 2013 that the amount of the dividend for 2012 be set at 1.77 per share, the same as for 2011. Taking account of the interim dividend of 0.55 per share paid in November 2012, a final dividend of 1.22 will be paid on 22 May 2013 if approved. It will also be proposed that shareholders be given the option of being paid the final dividend in new shares. The ex-date is set at 23April 2013.
Year Type Amount per share Number of qualifying shares Aggregate amount paid (in millions) Tax allowance applicable to individual shareholders 2009 Interim 0.52 502,072,342 261.08 40% Final 1.10 535,315,906 588.85 40% Total 1.62 Interim 0.52 545,061,260 283.43 40% 2010 Final 1.15 536,193,431 616.62 40% Total 1.67 Interim 0.55 541,722,314 297.95 40% 2011 Final 1.22 534,238,617 651.77 40% Total 1.77
B. Post-balance sheet events, trends and outlook

1. Material post-balance sheet events
1.1 1.2
In January 2013, as part of its EMTN programme, ASF successfully issued 700 million of 10-year bonds with an annual coupon of 2.875%.
ASF bond issue as part of its EMTN programme
On 27 December 2012, VINCI Concessions was selected by the Portuguese government to acquire ANA, the company that holds a 50-year concession contract for the countrys 10 airports: Lisbon, Porto, Faro and Beja on the mainland; Ponta Delgada, Horta, Flores and Santa Maria in the Azores; and Funchal and Porto Santo in Madeira. ANA constitutes a group of high quality airports that handled 30 million passengers in 2011 and has a large proportion of international business. Passenger numbers have increased at an annual average of more than 4% over the past 10 years. The Lisbon hub handles a quarter of all traffic between Europe and Brazil, while traffic to Portuguese-speaking Africa (Angola and Mozambique) is seeing strong growth. In addition to managing airport facilities, ANAs operations include retail activities, ground handling services, and safety and security. Through the acquisition of ANA, VINCI Concessions subsidiary VINCI Airports will become a significant international player in airport concessions, with 23 airports managed in Portugal, France and Cambodia. These airports handle 40 million passengers a year, including an international hub in Lisbon with over 15 million passengers. VINCI Airports should have revenue of around 600 million and Ebitda of more than 270million. The transaction, which is expected to complete in the second quarter of 2013, will be submitted for prior approval by the European competition authorities.
VINCI selected to acquire ANA, the Portuguese airport concession company
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2.
2.1
Information on trends
When publishing its quarterly results in October 2012, VINCI set its targets as follows: The good activity during the third quarter of 2012 combined with recent external growth transactions should lead to an approximate 4% increase in the Groups full-year 2012 top line. In terms of operating and net incomes, despite the margin pressure being felt in some sectors and countries, VINCI was targeting levels close to those reached in 2011 before taking into account the new tax and social charges being considered in France. Ongoing discussions surrounding the proposed 2013 French Finance Law (le Projet de Loi de Finances 2013) imply that these new charges could negatively impact VlNCls 2012 net income, which could be down by 3% to 4% compared to its 2011 level. VINCI exceeded the above targets, particularly following adjustments made to parts of the draft 2013 budget applicable in 2012.
Outcome in 2012
2.2
At 31 December 2012, the order book of the Contracting business lines (VINCI Energies, Eurovia and VINCI Construction) stood at 31.3 billion. This represents a 2% increase year on year (down 5% in France; up 12% outside France) and equals more than 11 months of average business activity. About two-thirds of the orders are to be executed in 2013. VINCI Energies order book totalled 6.8 billion at 31 December 2012, up 5% over the year (down 2% in France; up 18% outside France). It represented nine months of VINCI Energies average business activity. Eurovias order book amounted to 6.4 billion at 31 December 2012, up almost 10% year on year (down 3% in France; up 22% outside France), representing nearly nine months of Eurovias average business activity. VINCI Constructions order book at 31 December 2012 totalled 18.1 billion, down 1% since 1 January 2012 (down 6% in France; up 6% outside France) and equals more than 14 months of VINCI Constructions average business activity.
Trends in 2013
Order book (*)

(in billions) VINCI Energies Eurovia VINCI Construction Total Contracting (*) Unaudited figures. 31/12/2012 6.8 6.4 18.1 31.3 of which France 4.2 2.8 10.1 17.2 of which outside France 2.5 3.6 8.0 14.1 31/12/2011 6.4 5.8 18.3 30.6 of which France 4.3 2.9 10.8 18.0 of which outside France 2.1 3.0 7.5 12.6
On the date of publication of this document, there have been no material changes in the Groups financial and commercial situation since 31December2012, other than those described in note B.1 of this report.
3.
The Groups markets: seasonality of business

Most of the Groups activities, but particularly roadworks, civil engineering and some concessions, record lower business volumes in the first half of the year than in the second. This is due mainly to less favourable weather conditions. In 2012, the difference in revenue between the two halves was about 13%. The seasonality of the Groups business is also reflected in the net use of cash in the first half, which is attributable to the lower level of receipts during this period and the pattern of operating cash flows, the majority of which is generated in the second half of the year. Group income and expenses in respect of ordinary activities that are of a seasonal, cyclical or occasional nature are accounted for using the same accounting methods as those adopted for the full-year financial statements. Income and expenses invoiced on an annual basis (e.g. patent and licence fees) are accounted for on a pro rata basis using an estimate for the full year.
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C. Risk factors
Numerous internal and external risk factors may threaten the Groups objectives, as VINCI operates in a complex and changing legislative, regulatory, geopolitical, economic and financial environment. However, in accordance with the Groups subsidiarity principle, VINCIs decentralised organisation aims to assess and handle risks at the most appropriate level of responsibility (subsidiary, business line, holding company) depending on their criticality. The general guidelines in conjunction with the resultant risk management and internal control systems of the Group enable the reporting of information to the centre on the main risks and their treatment. Under this process, the major Group entities prepared a risk mapping in 2009 and have updated it periodically. This identified the main risk sources and the more significant events that could hinder the achievement of the Groups objectives. The consequences of these events are evaluated according to their potential financial, human or reputational impact and the associated probability of occurrence. Preventive measures to reduce the probability of occurrence of such events and their impact have been implemented. Provisions are taken for likely risks, including in particular possible losses on completion of construction projects as specified in Notes 20, 21 and 23 to the consolidated financial statements. Unfavourable economic developments may lead to a decline in public-sector orders and private-sector investment and limit access to financing, subsequently putting pressure on business volumes, prices and the Groups financial situation. The adaptation of the Groups products, services and activities to changes in the economic climate constitutes the major challenge vis--vis the operational, financial, legal, environmental and technological risks presented below.
1.
Operational risks
Commitments connected to bidding or to the acquisition or disposal of businesses constitute the main risk factor faced by VINCI companies in their various business activities (concessions, energy, roads, construction, property). Risk identification and assessment are taken into account in cost estimates right from the bidding stage of each project. Budgets are then prepared and updated during the contract execution phase. The Group has set up a selective bidding policy, which involves the application of long-standing control procedures for tenders. Before commitments are taken, projects presenting specific risks, in particular those that exceed the thresholds stated in the general guidelines, are reviewed by business line Risk Committees. The VINCI Risk Committee reviews the largest projects. In the Contracting business (VINCI Energies, Eurovia, VINCI Construction), Group companies, through the work of their expertise teams, seek to avoid project performance risks at an early stage through the terms and conditions of submissions, and in particular the associated technical, legal and financial commitments. The Groups diversity in geographical locations and customers with some 41% of revenue coming from public-sector clients in the Contracting business also contributes to risk distribution. At VINCI Construction France, approximately 40% of revenue is generated by contracts that are individually worth less than 5million. The Groups policy is to opt for high technical value-added projects, allowing its know-how to be leveraged in countries where the environment is known and manageable. Furthermore, these major projects are often carried out in joint ventures with other companies, which limits the Groups risk exposure. New public-private partnership (PPP) and concession projects are systematically submitted to VINCIs Risk Committee for examination and approval. In addition, in order to limit commitments and the amount of risk capital invested by the Group in special purpose vehicles, these projects are generally developed in partnership with other companies and are substantially financed by debt, generally with no or limited recourse against VINCI.
1.1 Commitments
1.1.1 Bidding
1.1.2
The Groups property development activities are mainly carried out through its specialised subsidiary, VINCI Immobilier. This companys activities are concentrated in the Greater Paris area and Frances main conurbations. In 2012, these operations accounted for less than 2% of the Groups revenue. VINCI Immobiliers most physical commitments undergo systematic prior examination by the VINCI Risk Committee and are subsequently subject to detailed reporting and regular follow-up by VINCI Immobilier. Some VINCI subsidiaries may also participate in property development transactions as part of their construction activities, most of which are in France. These projects are systematically submitted to the VINCI Risk Committee for prior examination and approval. The Groups policy is to undertake new projects only if the risks related to the property and construction are under control and if the pre-sale rate is sufficiently high. To limit the risks associated with the integration of newly acquired companies and to be able to apply the Groups management principles in them, VINCIs policy is to take a majority interest in acquisitions. Most proposed acquisitions and disposals are submitted to the VINCI Risk Committee for approval. The largest projects are also submitted to the Board of Directors, following examination by the Strategy and Investment Committee (see paragraph 3.4.2 of the section entitled Corporate governance contained in the Report of the Chairman of the Board of Directors on corporate governance and internal control procedures, page 183).
Property commitments
1.1.3
Acquisitions and disposals
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1.2
1.2.1
Performance of contracts
In all of its business lines, VINCIs subsidiaries are exposed to risks that can affect satisfactory performance. These relate to the following fields: Human resources management VINCIs success resides in the quality of its managerial model and its ability to attract, train and motivate its employees. Group companies are exposed to events capable of affecting this resource: employee departures, difficulties connected with recruitment and training in key job functions (management, supervisory and specialist trades), employees health and safety, personnel costs and industrial action. VINCI considers the health and safety of its personnel and third parties involved with or affected by its operations to be a major priority. It has therefore set up a health and safety policy, which includes, in addition to accident prevention measures, actions relating to occupational illnesses and pandemics. VINCI has set up a workforce planning system to handle the risks related to the availability and/or suitability of technical, administrative or financial staff at management, white- and blue-collar worker level. This system is intended to anticipate future workloads and the resources needed. Detailed information on VINCIs social responsibility approach is given in the Report of the Board of Directors E. Social and environmental information, on page 138. Cost increases VINCI is potentially exposed to cost increases, particularly in the prices of some commodities and materials (examples include oil products, steel and cement). These issues are analysed for each core business in section 1.2.2. below. Commodities risk is also covered in section 2.3. Subcontractors, joint contractors and suppliers The quality of work done by other companies working with VINCI and sometimes their default may affect the satisfactory performance of projects. Given the diverse nature of VINCIs business activities and its decentralised organisation, which reflects the essentially local character of its markets, the Group considers that it has little dependence on any given subcontractor, joint contractor or supplier. VINCI companies usually guard against this type of risk by selecting partners carefully, monitoring progress and taking any corrective measures needed during the project life. Security context and social, political or economic unrest (country risk) Given the large number of countries where the Group operates, some activities may occasionally be affected by industrial action, various forms of political unrest (riots, terrorism, armed conflict, embargoes, seizure of equipment, etc.), as well as malevolent acts such as vandalism and theft on construction sites, or criminal acts such as kidnapping. VINCIs Safety/Security Department makes information available to business lines to ensure the best possible preparation for work and travel, and makes recommendations to ensure the protection of people and goods. It can also be called on to conduct site audits and/or implement regularly updated security plans. Moreover, it intervenes within the framework of crisis management, in particular for staff evacuation. In addition to the aforementioned events, malevolent acts may include cyber attacks and fraud attempts. The Groups Finance Department, in conjunction with the Safety/Security Department, has set down the instructions to follow in such cases. The economic situation in Europe and/or a slowdown in emerging economies growth could lead to a worsening of conditions in markets where VINCI operates. Across its Contracting business lines, VINCI generates over 57% of total revenue in France, 85% in Europe and more than 3% in North America. In 2012 Concessions generated 94% of revenue in France (essentially VINCI Autoroutes), 97% in Europe and, hence, only 3% outside of Europe, of which more than one-third was in North America. Country risk is analysed prior to the submission of the tender for new projects and is monitored by indicators established on site for projects or current operations (see Report of the Chairman of the Board of Directors on corporate governance and internal control procedures, page188). The various property operations conducted by VINCI Immobilier or VINCI Construction subsidiaries are handled mainly in France. Financial risk is analysed in paragraph 2.3. Natural events Like any other company, VINCI may be affected by natural events (e.g. earthquakes, floods, cyclones, windstorms, lightning, etc.), which can interrupt operations or trigger the collapse or accidental destruction of Group infrastructure assets under construction or in use. Such events may result in an interruption to business for the relevant entity and could also entail a substantial hike in the costs involved in maintaining or repairing facilities. Part of these expenses may be borne by insurance policies. As for crisis management, the actions to be undertaken and training provided entail alert procedures, the triggering of crisis measures, and the management of and exit from crises. This central organisation is cascaded in the Groups subsidiaries, which have also set up their own crisis management and communication arrangements.
General risks
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1.2.2
The VINCI companies within each of the Groups business lines are exposed to events, the prevention, control and daily management of which lie at the heart of their business. Concessions and public-private partnerships (PPP) Some risks may remain with the granting authority, in particular in relation to making land available. However, default by the authority cannot be ruled out. Risks connected with design and construction are generally transferred by the special purpose vehicles (SPVs) holding the PPP or concession contract to the contractors in charge of construction. Financing risks, however, remain the responsibility of the SPVs and their shareholders (see section 2.4). Regarding concessions operation, the main risks relate to changes in traffic levels or infrastructure usage, and customer-users acceptance of tolling and toll charges whenever toll receipts account for virtually all the revenue. Traffic levels on motorway concessions are correlated to economic activity, especially heavy goods vehicle traffic. They may also be affected by fuel prices, whether for heavy or light vehicles. Risks connected with changes in the legal and regulatory environment during the lifetime of contracts must be assessed on the basis of the contractual framework governing their terms. This framework may or may not provide for compensation mechanisms applying in the event of changes in the legislative, regulatory or tax framework, or in the event of the contracts early termination. Concession companies toll increases, in particular for motorway tolls, are generally linked to inflation. These companies are therefore exposed to a contraction in the inflation rate. The Groups reputation may be tarnished in the event of default in the quality of services provided (maintenance of the road network, vehicle recovery, exceptional events management, required performance levels). A centralised system involving public order authorities has been established in VINCI Autoroutes to combat toll fraud. For motorway infrastructure, the cost of renewing surface courses, the wear of which is related to traffic intensity, is covered by heavymaintenance provisions, as specified in Note 21.3 to the consolidated financial statements (page 244). The main financial, legal and regulatory risks are described in paragraphs 2 and 3 dealing respectively with Financial and Legal risks, below. Contracting (VINCI Energies, Eurovia, VINCI Construction) The relationship between the Groups businesses and their clients may be deteriorated by unilateral decisions taken by the latter (early contract termination) or by their default (late payments or even insolvency). As such, measures to manage contracts, cash flow and components of working capital needs are set up and closely monitored. Obtaining official authorisations (in particular planning permission, environmental permits and acceptance certificates prior to commissioning) may represent unknowns that are managed on a case-by-case basis by clearly planning the various steps preceding the construction and acceptance of the structure. The timetable and/or construction cost can differ from bid estimates as both depend on a wide range of parameters, some of which are difficult to anticipate such as: weather conditions (see Natural events, above); changes in the cost of labour, subcontracting, materials, commodities and energy (see above). Risks relating to changes in costs are handled in different ways: the use of revision clauses and the short duration of most contracts mitigate but do not eliminate unit cost inflation risk; although VINCI bears the risk relating to its own personnel costs directly, the risk of hikes in outsourcing costs may be transferred to subcontractors and suppliers by means of fixed-price agreements with them. Commodity price exposure varies according to business activities. Oil prices mainly affect Eurovia, which uses bitumen to build roads, fuel oil for industrial facilities and petrol/diesel for its equipment fleet. This risk is dealt with under market risks in section 2.3. It is worth noting that Eurovia sources 37% of its aggregates from Group quarries. A lack of qualified personnel or inadequate staffing levels may lead to lower-than-expected yields or design or construction errors, leading to technical noncompliance, quality shortfalls of the works and even accidents affecting individuals (company, partner employees or third-party individuals), the works or other goods. These damages associated with possible repairs to remedy these problems may give rise to additional costs and delays in completion. The subsidiarys reputation may also be affected. However, this risk is reduced by the Groups arrangements for recruiting and training operational staff (see 1.2.1). For large projects, the technical complexity of the design and construction of unique infrastructure assets, site constraints (presence of underground utilities, maintenance of traffic during works, actions of local residents or other third parties), and geological conditions may also represent significant threats. Some of the Groups activities may also be affected by the environmental and technological risks described in paragraph 4.
Risks specific to VINCIs business lines
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Property The Groups property development activities are exposed to numerous administrative, technical, commercial and fiscal uncertainties that may result in delays (or even the abandonment of some projects), budget over-runs and incertitude regarding programme selling prices.
2.
2.1
Financial risks
The Group is exposed to counterparty risk stemming from contracts and financial instruments contracted with its financial partners, should the debtor refuse to honour all or part of its commitment or be unable to do so. Counterparty risk may result in either a loss of value or a loss of liquidity. The Group is exposed to loss of value in its cash investments, the acquisition of negotiable debt securities, marketable securities, financial receivables, derivative instruments and guarantees or sureties received. It is exposed to a loss of liquidity on the amounts of its unused confirmed credit facilities. VINCI is also exposed to credit risk in the event that a customer fails, as described in section 1.2.2. The Group has also implemented procedures to manage and limit counterparty and credit risk as specified in Note 23.5 to the consolidated financial statements, page 256.
Counterparty risk and credit risk
2.2
Group liquidity must be evaluated via its cash and confirmed unused credit lines. The Groups exposure to liquidity risk relates to its obligations to repay its existing debt (disclosed in Note 22.2.1 to the consolidated financial statements, page 248), to the financing of its future needs associated in particular with concession companies investment programmes (see Note 9 to the consolidated financial statements, page 224) and with the Groups general needs. Details of these obligations and the Groups resources to meet them (cash flow surpluses, unused confirmed credit lines, financial ratings, etc.) are given in Note 22 to the consolidated financial statements on page 245. The Group diversifies its funding sources by using the bond markets, banks and supranational banking organisations such as the European Investment Bank (EIB). Details of these sources are specified in Note 22 to the consolidated financial statements, page 245. Net cash is managed in accordance with the provisions specified in Note 22.2.2 to the consolidated financial statements, page 249, backed by reporting which specifies the yield of various assets and monitors the level of associated risks. Some financing agreements include pre-payment clauses in the event of non-compliance with financial ratios and covenants. These are described in Note 22.2.5 to the consolidated financial statements, page 250. The thresholds imposed on these ratios were being complied with at 31December 2012.
Liquidity risk
2.3
Because of its level of net borrowings, VINCI is exposed to interest rate variations (mainly in the eurozone) relating to its floating-rate debt and to changes in credit spreads applied by lenders. VINCI is also exposed to currency risk stemming from its activities outside France. However, these risks are relatively limited, because about 26% of revenue is generated outside the eurozone. Management of interest rate and foreign exchange risks is explained in Notes 23.1 and 23.3 to the consolidated financial statements, pages 251 and 254. As stated in Notes 1.2.2 and 23.4 to the consolidated financial statements, a large share of the Groups revenue is generated under short-term contracts or contracts containing price-indexing clauses. Unprocessed raw materials form a relatively small proportion of cost structures. As a general rule, the risk on commodity price increases is fairly limited. In the case of large-scale contracts with non-revisable prices, commodity risks are assessed on a case-by-case basis and managed, whenever possible, using suitable methods such as: firm price agreements with suppliers for a given time period; cash-and-carry deals, with supplies bought or paid for by the client at the beginning of the work project; more marginally, hedging derivatives based on commodity indexes, particularly where the supplier uses a price review mechanism based on an index that can be hedged in financial markets, etc. Equity risk relates to shares held by VINCI: ADP, assets to cover retirement benefit obligations, and treasury shares. This risk is described in Note 23.2 to the consolidated financial statements, page 254, and point 3 in Note C3 (Treasury shares) to the parent company financial statements, page 283.
Market risks (interest rate, currency, commodity and equity risks)
2.4 Impact of public-private partnerships (PPPs) and concession contracts on the Groups financial situation
Following review by the Risk Committee of the business line concerned, these projects are submitted to the VINCI Risk Committee for examination and approval. Projects are generally carried out through special purpose vehicles (SPVs) dedicated solely to the project. These SPVs are financed by loans made directly to them, with little or no recourse against their shareholders, backed by the future revenues or receivables while minimising the capital outlay. The latter varies according to the nature of the risks involved (e.g. traffic volumes and country), the amount of project financing and the share of financing assured by the concession-granting authority. Floating-rate debt raised by SPVs is generally covered by fixed-rate hedges for a very large proportion in accordance with the commitments made to lenders.
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3.
3.1
Legal risks
Given the diversity of their activities and geographical locations, the Groups companies operate within specific legal and regulatory environments that vary depending on the place where the service is provided and on the sector involved. In particular, they must comply with rules on: the terms of agreement and performance of public- and private-sector contracts and orders; laws governing construction activities and the applicable technical rules governing the delivery of services, supplies and works; and environmental, commercial, labour, competition, finance and securities laws. With respect to concession operations, the Group is dependent on public authorities that may, as is the case in France, have the right to unilaterally alter the terms and conditions of public service, PPP and concession contracts during their execution phase or even terminate the contract itself, subject to compensation. Group companies operations could result in them being held civilly or criminally liable in France and other countries and in them bearing the financial or administrative consequences. Similarly, Group executives and employees may also be held criminally liable. A large share of the risks of non-compliance is therefore likely to lie firstly with executives and/or company officers and with employees to whom responsibility has been delegated. Business lines regularly hold awareness-raising and training sessions based on the Groups Code of Ethics and Conduct in order to limit these risks and in particular to prevent conflicts of interest and anti-competitive conduct. The Groups commitments are described in the Social responsibility chapter, page 159. The financial risks relating to the potential invoking of Group companies civil liability are covered by insurance policies described under paragraph 5 Insurance cover against risks (see below). The Report of the Chairman of the Board of Directors on corporate governance and internal control procedures includes a paragraph on compliance with laws and regulations in force, page 179.
Legal and regulatory compliance
3.2
Contractual relationships
All the Groups business activity is based on contracts, mostly subject to the laws of the countries where the project is carried out, engaging the responsibility of the contracting parties. Disputes may arise during the performance of said contracts. The Groups policy is to reduce its exposure by negotiating, in the proposal phase, clauses in order to: pass onto the client the extra costs and/or delays stemming from changes in the clients requests; allow project shutdown in case of non-payment; exclude indirect damages; exclude or limit responsibility related to existing pollution; limit its contractual responsibility for the total project to a reasonable percentage of the contracts price; cap delay and performance penalties to an acceptable percentage of the contract price; stipulate contractual provisions allowing for adjustments (price, time schedule) to account for legal, fiscal or regulatory changes; obtain protection via a force majeure clause (against political risk, clients unilateral decision) or for early contract termination; obtain an international arbitration clause for contracts outside France. Detailed information on the principal disputes and arbitrations in which the Group is involved can be found in section H of the notes to the consolidated financial statements, page 265. These known disputes are examined on the date of approval of the financial statements and, following the review by legal advisers, the provisions deemed necessary are, as the case may be, constituted to cover the estimated risks.
4.
Environmental and technological risks

Environmental risks are those that have an impact on the natural environment. They may be directly linked to: the occurrence of technological accidents; the usage, handling or transport of hazardous substances; the emission or release into the air or water of toxic and hazardous substances, waste or CO . 2 Technological risk, which stems from human activity, entails accidents occurring in industrial or nuclear installations.
4.1
The sources of environmentally related risks and opportunities are essentially concentrated in two fields: the competitive market with opportunities generated by growth in client demand for renewable energy generation or for products that consume less energy (low energy buildings); legal and regulatory compliance resulting from international or national changes in environmental protection regulations, which are often made stricter, in particular to reduce greenhouse gas emissions or conserve biodiversity.
Environmentally related economic and regulatory context
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Only one VINCI facility is concerned by Frances national greenhouse gas quota plan (PNAQ II): CIFCs plant (part of Eurovia) at Fos sur Mer near Marseille. An approved auditor verifies the regulatory quota compliance of emissions by no later than 15 February each year. The CO2 emitted by the CIFC facility totalled 171,314 tonnes in 2012 due to a significant increase in production. As in 2011, no CO2 sales were reported in 2012. (As with other environmental indicators, these figures are calculated over the period from 1 October of year Y-1 to 30 September of year Y: see Note on the methods used in social and environmental reporting, page 166.)
4.2
Some Eurovia businesses may face exposure to these risks, which remain limited. Binder plants: the use or manufacture of products that are potentially hazardous to the environment is subject to continuous monitoring and internal inspections by Eurovias quality, health, safety and environment managers. Production and application of bituminous mixes: the setting up of an environmental regulation intelligence group for bituminous mix plants enables the plant operators to take the action needed to ensure permanent compliance with regulations. Regular or unannounced external inspections analyse products and measure the quantities in stock to ensure that the plants comply with regulations. Performance techniques for applying bituminous mixes on worksites are regularly monitored in close conjunction with the relevant health and safety bodies. Quarries: the sources of pollution identified include noise, vibration and dust emissions. External audits of quarries are made annually by approved organisations. Dust emissions are inspected in accordance with standards by an external body and a report is submitted annually to the regional departments for industry, research and the environment (Drire). Because these risks are limited, no special system has been set up to monitor the costs and investments associated with their prevention. However, all identified risks are analysed on a case-by-case basis and provisions are made where necessary. At 31December 2012, provisions related to Eurovia, where the main risks in this area lie, amounted to 22.6million, including 11.3million in France. Corresponding provisions identified in VINCIs other subsidiaries stood at around 1million. As a general rule, VINCIs companies are potentially exposed to the consequences of accidental pollution, in particular spillage of hazardous materials on its roads network and construction sites. This type of event, which is fortunately rare, can disrupt the particular site or operations and necessitate the deployment of crisis arrangements (see section 1.2.1, paragraphs Security and social, political or economic context (country risk) and Natural events).
Environmental risks
4.3
The Groups companies have no facilities that present significant health or safety risks for neighbouring populations and the environment, as defined under clause IV of Article L515-8 of the French Environmental Code (Seveso High Threshold). They can, however, be indirectly exposed to such risks in the following cases: some of the Groups activities may be carried out occasionally or permanently near facilities classified for environmental protection; some activities carried out by VINCI Energies and VINCI Construction (Freyssinet, VINCI Construction France, Soletanche Bachy, CFE, VINCI Construction Grands Projets, Entrepose Contracting, etc.) take place inside classified facilities (in particular, nuclear power plants or nuclear waste treatment facilities). Those responsible for such facilities are subject to obligations and must take the necessary measures, especially as regards evacuating people.
Technological risks
5.
5.1
Insurance cover against risks

VINCIs general insurance policy places a strong emphasis on prevention and risk protection. Given the Groups decentralised organisation, this policy is defined at several levels of responsibility. VINCIs Executive Management lays down the general guidelines and in particular the standards applicable to all subsidiaries. Within this framework, and after rigorously identifying and analysing the risks relating to their activities, the managers of the business lines or major subsidiaries define the optimum trade-off between the level and extent of the guarantees likely to meet the range of insurable risks, and a cost (comprising premiums and uninsured losses) allowing business units to remain competitive. With a view to preventing accidents and optimising costs, uninsured losses are defined on an individual subsidiary basis. Self-insurance budgets have been set up for civil liability, motor vehicle insurance and damage insurance at Eurovia, VINCI Construction France and VINCI Energies. In addition to subsidiaries specific cover, VINCI has also taken out cover on behalf of all its subsidiaries, in particular regarding: supplementary civil liability cover in addition to the first levels of cover arranged by subsidiaries; civil liability protection for company officers; liability for environmental damage.
General policy
VINCI has its own brokerage firm, VINCI Assurances, in charge of consolidating insurance policies and harmonising cover within the Group. VINCI Assurances acts as a broker for most of the French subsidiaries and, as an intermediary, bears no financial risk as an insurer.
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5.2
Loss prevention arrangements are systematically adopted on construction sites and operating sites. This policy, which gives a major role to training, forms part of VINCI companies approach in the areas of quality assurance and prevention of work-place accidents. The Groups claims record in the area of civil liability is characterised, on the basis of available statistics and data and without prejudging any actual responsibility, by a low number of incidents involving more than 1million, by a few medium-sized incidents, ranging from 100,000 to 1million, and by a relatively irreducible number of small incidents (some several thousand) of less than 100,000 each, which, to a great extent, are borne directly by subsidiaries as uninsured losses or under self-insurance cover.
Loss prevention and claims record
5.3
Insurance in the Construction, Roads and Energy business lines

Civil liability Subsidiaries are exposed to their responsibility for bodily, physical or immaterial damage caused to third parties, including Clients or Employers. The civil liability cover taken out by the Group comprises a first line that combines the cover in place at subsidiary level, intended to cover usual incidents, and a set of complementary lines taken out for the common benefit by VINCI. In addition to this basic cover, specific insurance is taken out as a result of legal or contractual requirements or management decisions, particularly in areas such as: 10-year liability (in France); motor insurance. Property insurance Contractors All Risks (CAR) insurance is generally taken out in respect of major construction sites. In particular, this covers physical damage arising from accidents or natural events up to the value of the project as a maximum. Office buildings and fixed production facilities are covered for a contractual rebuilding value, either value as new or an estimate of the maximum insurable loss. Site plant and equipment is covered on a case-by-case basis and, if financially worthwhile, depending on value, type and age. Road vehicles, which are mostly pooled within fleets by subsidiary, are not generally covered on a comprehensive basis.
5.4
Insurance in concessions and services business lines

Property insurance Concession operation involves a potential exposure of the Group to damage to assets under concession, whether accidental or not, that could result in an obligation to rebuild (bearing the related costs), as well as to financial consequences due to the interruption of operations and obligations to providers of finance relating to debt servicing. As a general rule, bridges, tunnels and car parks are insured from their entry into service for their cost of reconstruction in the event of accidental destruction. This is not, however, the case for motorways and rail lines where complete destruction is not envisaged. Civil liability Assets operated under concession contracts by VINCI subsidiaries in France or abroad are also covered by specific civil liability insurance arrangements, which are coordinated with the complementary cover at Group level. To date, no claim has been settled under these further lines of insurance in the concessions and services business lines. These arrangements are specifically designed to meet local legal requirements and those laid down in concession agreements. Concession operations in which VINCI is a minority shareholder do not generally benefit from the Groups complementary civil liability cover taken out on behalf of all entities. Business interruption insurance Business interruption insurance is intended to allow concession operators to restore an income stream interrupted or reduced by an accidental event affecting the normal operation of an asset, thus enabling the operator to meet any financial commitments towards lenders and cover ordinary operating overheads during the reconstruction period. For bridges, tunnels and car parks, losses from interruption to business are generally covered subject to various levels of uninsured loss. Losses may be expressed as an amount or as a number of days of interruption. Long motorways and rail lines, which have little exposure to this risk, are not systematically insured against such losses since a long-term or complete stoppage of operations is not taken into consideration. Uninsured amounts are determined on a case-by-case basis to ensure that the concessions earnings are not materially affected by an accidental interruption in traffic.
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D. Company officers and executives

1. Company officers appointments and other positions held
The table below details the appointments and other positions held by: the 13 members of the Board of Directors; the two individuals whose appointments as Directors are proposed to the Shareholders General Meeting of 16 April 2013; the Director whose term of office expired in 2012.
1.1
Directors in office
Other appointments and positions held at 31/12/2012 Within the VINCI Group Chairman of VINCI Concessions Management SAS; Director of VINCI plc and of VINCI Investments Ltd; Chairman of the Supervisory Board of VINCI Deutschland GmbH; permanent representative of VINCI on the Boards of Directors of VINCI Energies and Eurovia, of Snel on the Board of Directors of ASF, of VINCI Concessions on the Board of Directors of ASF Holding and of VINCI Autoroutes on the Board of Directors of Cofiroute; Chairman of the Fondation VINCI pour la Cit. Chairman of VINCI Concessions SAS; Chairman and Chief Executive Officer of VINCI Concessions SA; Chairman of the Board of Directors of VINCI Concessions SA; Director of Soletanche Freyssinet and Cofiroute; member of the Supervisory Board of VINCI Energies Deutschland GmbH. Appointments and positions that have expired during the last five financial years
Xavier Huillard Chairman and Chief Executive Officer, VINCI Age: 58 Nationality: French Number of VINCI shares held at 31/12/2012: 448,363 Director since 2006 Term of office ends: 2014 Shareholders General Meeting Address: VINCI 1 cours Ferdinand de Lesseps 92500 Rueil Malmaison, France Yves-Thibault de Silguy Vice-Chairman and Senior Director of the Board of Directors, VINCI Chairman of the Strategy and Investments Committee and of the Appointments and Corporate Governance Committee Age: 64 Nationality: French Number of VINCI shares held at 31/12/2012: 45,678 Director since 2000 Term of office ends: 2014 Shareholders General Meeting Address: VINCI 1 cours Ferdinand de Lesseps 92500 Rueil Malmaison, France
Background Xavier Huillard is a graduate of the cole Polytechnique and the cole Nationale des Ponts et Chausses. He has spent most of his working life in the construction industry in France and abroad. Mr Huillard joined Sogea in December 1996 as Deputy Chief Executive Officer in charge of international activities and specific projects, and then became its Chairman and Chief Executive Officer in 1998. He was appointed Deputy General Manager of VINCI in March 1998 and was Chairman of VINCI Construction from 2000 to 2002. He was appointed Co-Chief Operating Officer of VINCI and was Chairman and Chief Executive Officer of VINCI Energies from 2002 to 2004, then Chairman of VINCI Energies from 2004 to 2005. Mr Huillard became Director and Chief Executive Officer of VINCI in 2006 and was appointed Chairman of the Board of Directors and Chief Executive Officer of VINCI on 6 May 2010. He was appointed Chairman of the Institut de lEntreprise on 18 January 2011. Other appointments and positions held at 31/12/2012 Within the VINCI Group Permanent representative of VINCI on the Board of Directors of ASF. Chairman of the Board of Directors of VINCI. Appointments and positions that have expired during the last five financial years
Outside the VINCI Group in listed companies Director of LVMH (France) and of Solvay (Belgium). Director of SMEG (Monaco), of VTB (Russia) and of Suez Tractebel (Belgium).
In unlisted companies or other structures Chairman of the Supervisory Board of Sofisport; Managing Director of YTSeuropaconsultants; Managing Partner of Ysilop Consulting SARL; Director of VTB France; member of the Board of Directors of the Fondation du Collge de France; trustee of the IASC Foundation; Vice-Chairman Medef International and Chairman of the FranceQatar committee of Medef International; Chairman of the Board of Directors of AgroParisTech; member of the Conseil des Affaires Etrangres (Foreign Affairs Council). Member of the Advisory Group of ING Direct (France); Chairman of the France-Algeria committee of Medef (the French employers organisation); member of the Conseil conomique de Dfense (Economic Defence Council).
Background Yves-Thibault de Silguy has a degree in law from the Universit de Rennes, a Masters degree in public law, and is a graduate of the Institut dtudes Politiques de Paris, public service section, and the cole Nationale dAdministration. From 1976 to 1981, he worked at the French Ministry of Foreign Affairs and for the European Commission from 1981 to 1985. He then worked at the French Embassy in Washington as a Counsellor (economic affairs) from 1985 to 1986. From 1986 to 1988, Mr de Silguy was an adviser in the Prime Ministers office with responsibility for European affairs and international economic and financial affairs. From 1988 to 1993, he headed the international affairs department of the Usinor Sacilor Group, before being named its Director for International Affairs. From 1993 to 1995, he was Secretary-General of the Interdepartmental Committee for Questions of Economic Cooperation in Europe and at the same time, adviser for European affairs and vice-sherpa in the Prime Ministers office, assisting in the preparation of summits of the industrialised nations. From 1995 to 1999, Mr de Silguy was European Commissioner responsible for economic, monetary and financial affairs. From 2000 to 2005, he was Chairman of Medefs European Policy Committee. In January 2000, he became a member of the Executive Board of Suez Lyonnaise des Eaux, of which he was Chief Executive Officer from 2001 to 2003. He was then Executive Vice-President of Suez from 2003 until June 2006. Mr de Silguy was appointed Chairman of the Board of Directors of VINCI on 1June2006 and resigned from all his appointments at Suez. Since 6 May 2010, he has been Vice-Chairman of VINCI and Senior Director of the Board. Other appointments and positions held at 31/12/2012 Within the VINCI Group Trade union representative and full member of the Cofiroute works council. In unlisted companies or other structures Chairman of the Supervisory Board of the Castor and Castor Relais corporate mutual funds. Background Trained in banking, lisabeth Boyer spent 19 years at BNP Paribas, where she headed a department responsible for managing customer accounts and for the analysis of the income statements of several branch groups in the Paris region. Subsequently, she founded and operated a newsstand-bookstore and then a restaurant. She later worked as an insurance and asset management adviser at AGF. Ms Boyer joined Cofiroute in 2000 as an operations centre supervisor. She is currently an operations control centre supervisor. Appointments and positions that have expired during the last five financial years
lisabeth Boyer Director representing employee shareholders Member of the Strategy and Investments Committee Age: 58 Nationality: French Number of VINCI shares held at 31/12/2012: 0 Director since 2011 Term of office ends: 2015 Shareholders General Meeting Address: Cofiroute-Campus Centre dExploitation de Saint Romain Les Cormins 41140 Saint Romain sur Cher, France
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Robert Castaigne Former Chief Financial Officer and former member of the Executive Committee, Total Member of the Audit Committee and of the Remuneration Committee Age: 67 Nationality: French Number of VINCI shares held at 31/12/2012: 1,038 Director since 2007 Term of office ends: 2015 Shareholders General Meeting Address: Total 12 rue Christophe Colomb 75008 Paris, France Franois David Honorary Chairman, Coface SA Member of the Remuneration Committee Age: 71 Nationality: French Number of VINCI shares held at 31/12/2012: 1,184 Director since 2003 Term of office ends: 2013 Shareholders General Meeting Mr Davids term of office will end at the close of the Shareholders General Meeting on 16 April 2013 Address: Coface 12 cours Michelet La Dfense 10 92065 Paris la Dfense, France Patrick Faure Chairman, Patrick Faure et Associs Member of the Appointments and Corporate Governance Committee Age: 67 Nationality: French Number of VINCI shares held at 31/12/2012: 5,103 Director since 1993 Term of office ends: 2013 Shareholders General Meeting Mr Faures term of office will end at the close of the Shareholders General Meeting on 16 April 2013 Address: Patrick Faure et Associs 18 quai de Bthune 75004 Paris, France
Other appointments and positions held at 31/12/2012
Appointments and positions that have expired during the last five financial years Director and member of the Audit Committee of Compagnie Nationale Portefeuille (Belgium); Chairman and Chief Executive Officer of Total Nuclaire and of Total Chimie; Director of Elf Aquitaine, of Total Gestion Filiales, of Hutchinson, of Total Gabon, of Petrofina (Belgium), of Omnium Insurance & Reinsurance Company Ltd (Bermuda) and of Total Upstream UK Ltd.
Outside the VINCI Group in listed companies Director and member of the Audit Committee of Sanofi; Director and member of the Audit, Internal Control and Risk Committee of Socit Gnrale.
Background Robert Castaigne is a graduate of the cole Centrale de Lille and the cole Nationale Suprieure du Ptrole et des Moteurs. He also holds a doctorate in economics from Universit de Paris 1 Panthon-Sorbonne. He was an engineer at Total from 1 January 1972 and Chief Financial Officer and member of the Executive Committee of Total from June 1994 to May 2008.
Appointments and positions that have expired during the last five financial years
Outside the VINCI Group in listed companies Director of Rexel; member of the Supervisory Boards of Areva and of Lagardre SCA. In unlisted companies or other structures Member of the Council of the Order of the Legion of Honour. Chairman of Coface Services, of Coface Deutschland and of Coface Assicurazioni (Italy); Chairman and Chief Executive Officer of Coface SCRL Participations and of Coface SCRL; Chairman of the Board of Directors of Coface Expert; Chairman of the Supervisory Board of AKC (Allgemeine Kreditversicherung Coface) AG; Director of EADS; Chairman of ICISA (International Credit Insurance and Surety Association). Background Franois David has a degree in sociology, and is a graduate of the Institut dtudes Politiques de Paris and the cole Nationale dAdministration. After holding various positions in government departments between 1969 and 1990, he was International Managing Director of Arospatiale between 1990 and 1994. He was Chairman of the Board of Directors of Coface from 1994 to 2012, Chairman of the Supervisory Board of Coface Deutschland from 1996 to 2012, and Chairman of the Board of Directors of Coface Assicurazioni from 1997 to 2012. In 2008, he was appointed to the Supervisory Boards of Areva and of Lagardre SCA. Mr David has also written several books. He has been Honorary Chairman of Coface SA since 2012. Other appointments and positions held at 31/12/2012 Within the VINCI Group Director of Cofiroute. Outside the VINCI Group in listed companies Chairman and Chief Executive Officer of Renault Sport; Chairman of the Board of Directors of Renault F1 Team Ltd and of Benetton Formula; Director of Compagnie Financire Renault, Compagnie dAffrtement et de Transport, ESL & Network, Giat Industries, AB Volvo, Renault Agriculture and Grigny UK Ltd; Deputy Chief Executive Officer and member of the Executive Committee of Renault. In unlisted companies or other structures Director of ESL & Network and of Waterslim (Luxembourg). Chairman of the Board of Directors of Ertico; Chairman of the FranceAmriques Association. Background Patrick Faure is a graduate of the Institut dtudes Politiques de Paris and the cole Nationale dAdministration. From 1979 onwards he held various positions with Renault including that of Manager of Renault Austria from 1981 to 1982 and of Renault UK from 1982 to 1984. In 1984, he was appointed central public relations manager of Renault and in July 1985 became manager of public relations and communication. In January 1986, Mr Faure became Vice-President of Renault, and then Company Secretary of the Renault Group in January 1988. In January 1991, he was appointed Deputy General Manager, Marketing Director and Chairman of Renault Sport. Mr Faure served as Executive Vice President and as a member of the Executive Committee of Renault until 1 January 2005. He was also Chairman and Chief Executive Officer of Renault Sport and Chairman of the Board of Directors of Renault F1 Team Ltd until 2006. Appointments and positions that have expired during the last five financial years
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Dominique Ferrero Adviser to the Chairman of Natixis Member of the Appointments and Corporate Governance Committee Age: 66 Nationality: French Number of VINCI shares held at 31/12/2012: 2,294 Director since 2000 Term of office ends: 2014 Shareholders General Meeting Address: Natixis 5-7 rue de Monttessuy 75007 Paris, France Jean-Pierre Lamoure Chairman of the Supervisory Board of Atlantic SFDT Member of the Strategy and Investments Committee Age: 64 Nationality: French Number of VINCI shares held at 31/12/2012: 2,026 Director since 2008 Term of office ends: 2016 Shareholders General Meeting Address: Soletanche Freyssinet 133 boulevard National 92500 Rueil Malmaison, France
Appointments and positions that have expired during the last five financial years Member of the Management Board and Chief Executive Officer of Natixis; permanent representative of Natixis on the Boards of Directors of Natixis Global Asset Management and Coface; Chairman of the Management Board of Ixis Corporate & Investment Bank (Ixis CIB).
Outside the VINCI Group in listed companies Permanent representative of Natixis on the Board of Directors of Natixis Private Equity.
Background A graduate of the cole Normale Suprieure, Dominique Ferrero joined Banque Franaise du Commerce Extrieur (BFCE) in 1978. He was seconded from BFCE from 1981 to 1986 to various positions in the French Treasury, the Ministry for Foreign Trade and Tourism and the Ministry for Industrial Redeployment and Foreign Trade. From 1988 to 1991, Mr Ferrero was Development Manager at BFCE and a member of the Executive Management Committee, responsible for creating and developing BFCEs long-term corporate finance and merchant banking activities. He was named Managing Director of Socit Financire de la BFCE, then Deputy Managing Director and member of the Management Board in 1991, before being named Managing Director of BFCE in 1994. In 1996, he became Managing Director of the Natexis group (resulting from the merger of BFCE and Crdit National), then Managing Director of Natexis Banques Populaires (resulting from the merger of Natexis and Caisse Centrale des Banques Populaires) in 1999 and Chief Executive Officer of Crdit Lyonnais from 1999 to 2003. From 2004 to 2006, Mr Ferrero was Senior Adviser and Vice-Chairman of Merrill Lynch Europe and, from 2006 to 2008, he was Chief Executive Officer of Natixis. He is now an adviser to the Chairman of Natixis. Other appointments and positions held at 31/12/2012 Within the VINCI Group Honorary Chairman of Soletanche Freyssinet. Chairman and Chief Executive Officer of Soletanche; Chairman of Soletanche Freyssinet, of Soletanche Bachy Entreprise and of Soletanche Bachy; Manager of Compagnie du Sol and of Solval (company merged); Director of Bachy Soletanche Holdings Ltd (United Kingdom). Outside the VINCI Group in listed companies Director of Technip. In unlisted companies or other structures Manager of Comemi; Chairman of the Supervisory Board of Atlantic SFDT; Chairman of the Executive Board of Sedeco; Director of the French National Federation of Public Works (FNTP); Manager of HIGB. Chairman of Psila; Manager of Clamar; member of the Supervisory Board of Fortis Banque France; Secretary of the French National Federation of Public Works (FNTP). Appointments and positions that have expired during the last five financial years
Background Jean-Pierre Lamoure is a graduate of the cole Polytechnique and holds the rank of Master Engineer in the Corps des Mines. He held several different posts at the French Ministry of Industry between 1975 and 1981. From 1981 to 1983, he was Head of Management Control and Planning in the insulation division of Saint-Gobain. In 1983 he joined the Soletanche group as Chief Executive Officer, a position he held from 1983 to 1987, before being appointed Chairman of the Executive Board of Soletanche Entreprise for 19871989. He was appointed Chairman and Chief Executive Officer of Soletanche SA in 1989 and served in this same position from 1997 to 2008 at Soletanche Bachy, which became a subsidiary of VINCI Construction in 2007. At Forasol-Foramer, a Soletanche subsidiary, he served as Vice-Chairman from 1983 to 1988, then as Chairman and Chief Executive Officer from 1988 to 1994 and as Chairman of the Supervisory Board from 1994 to 1997. Mr Lamoure has also been Chairman of the Supervisory Board of Atlantic SFDT since 1998. In addition, he was Vice-Chairman of the French National Federation of Public Works (FNTP) from 1998 until 2007, and has been its Secretary since 2007. Between 1995 and 1999 and between 2004 and 2009, he was also Chairman of that federations Technology and Innovation Commission. Other appointments and positions held at 31/12/2012 Appointments and positions that have expired during the last five financial years Chairman of the Management Board of Vivendi; Chairman of the Board of Directors of Activision Blizzard, Inc. (USA); Vice-Chairman of the Supervisory Board of Maroc Tlcom (Morocco). In unlisted companies or other structures Chairman of the Supervisory Board of Viroxis; Chairman of JBL Consulting & Investment SAS; Chairman of the Board of Directors of the Institut Mines-Tlcom; Director of the Institut Pasteur; member of the Advisory Board of Paris Europlace. Chairman and Chief Executive Officer of SFR; Chairman of the Supervisory Board of the Canal Plus Group and of Canal Plus France; Chairman of the Board of Directors of GVT Holding SA (Brazil); Director of Vivendi Games, Inc. and of NBC Universal, Inc. (USA).
Jean-Bernard Lvy Chairman and Chief Executive Officer, Thales Chairman of the Remuneration Committee Age: 58 Nationality: French Number of VINCI shares held at 31/12/2012: 2,400 Director since 2007 Term of office ends: 2015 Shareholders General Meeting Address: Thales 45 rue de Villiers 92526 Neuilly sur Seine, France
Outside the VINCI Group in listed companies Director of Socit Gnrale.
Background Jean-Bernard Levy is a graduate of the cole Polytechnique and Telecom ParisTech. He was an engineer at France Telecom from 1978 to 1986, and then technical adviser to Grard Longuet, the French Minister with responsibility for Postal Services and Telecommunications from 1986 to 1988; Director of Communication Satellites at Matra Marconi Space from 1988 to 1993 and Chief of Staff to Grard Longuet, the French Minister for Industry, Postal Services and Telecommunications and Foreign Trade from 1993 to 1994. From 1995 to 1998, Mr Lvy was Chairman and Chief Executive Officer of Matra Communication, then Managing Partner, Corporate Finance at Oddo Pinatton from 1998 to 2002. He joined Vivendi Universal in August 2002 as Chief Operating Officer and was appointed Chairman of the Management Board of Vivendi on 28 April 2005. Mr Lvy was appointed Chairman and Chief Executive Officer of Thales on 20 December 2012. Other appointments and positions held at 31/12/2012 Appointments and positions that have expired during the last five financial years Chief Executive Officer and Director of Syngenta AG. Background Michael Pragnell is a graduate of St Johns College, Oxford and INSEAD. In 1968, he joined Courtaulds Ltd where he held positions in marketing and sales. In 1974, he joined First National Bank of Chicago in the international department in New York. From 1975 to 1995, Mr Pragnell held various positions within the Courtaulds group: International Paint plc (19751985), Chief Executive Officer of National Plastics (19851986), Chief Executive Officer of International Paint plc (19861992) and Chief Financial Officer (19921994) of Courtaulds plc, where he was appointed to the Board of Directors in 1990. From 1995 to 2000, he was Chief Executive Officer of Zeneca Agrochemicals and a member of the Executive Committee of Zeneca plc (now known as AstraZeneca plc), and was appointed to its Board of Directors in 1997. From 1996 to 1999, he was Director of David S Smith plc and of Advanta BV (Netherlands). In 2000, Mr Pragnell was appointed as the founding Chief Executive Officer and Chairman of the Executive Committee of Syngenta AG, where he was also a founding member of the Board of Directors. From 2002 to 2005, he was Chairman of CropLife International.
Michael Pragnell Chairman of the Council of Trustees of Cancer Research UK Member of the Audit Committee Age: 66 Nationality: British Number of VINCI shares held at 31/12/2012: 1,000 Director since 2009 Term of office ends: 2013 Shareholders General Meeting Renewal of appointment for a period of four years proposed to the Shareholders General Meeting on 16 April 2013 Address: Pound Cottage Silchester RG7 2LR, United Kingdom
In unlisted companies or other structures Member of the Board of Directors of INSEAD.
130
Henri Saint Olive Chairman of the Board of Directors of Banque Saint Olive Chairman of the Audit Committee Age: 69 Nationality: French Number of VINCI shares held at 31/12/2012: 48,843 Director since 2000 Term of office ends: 2014 Shareholders General Meeting Address: Banque Saint Olive 84 rue Duguesclin 69458 Lyon Cedex 06, France Pascale Sourisse Senior Vice-President, International Development, Thales Member of the Audit Committee Age: 51 Nationality: French Number of VINCI shares held at 31/12/2012: 1,000 Director since 2007 Term of office ends: 2015 Shareholders General Meeting Address: Thales 45 rue de Villiers 92526 Neuilly sur Seine, France
Appointments and positions that have expired during the last five financial years Member of the Supervisory Board of Eurazeo.
Outside the VINCI Group in listed companies
In unlisted companies or other structures Chairman of the Supervisory Board of Saint Olive et Cie and of Saint Olive Gestion; Chairman of the Board of Directors of Enyo; Manager of CF Participations and of Segipa; member of the Supervisory Boards of Prodith and of Monceau Gnrale Assurances; Director of Centre Hospitalier Saint-Joseph-et-Saint-Luc and of the Association de lHpital Saint-Joseph at Lyon; Chairman of the Saint Gabriel endowment fund. Chairman of the Board of Directors of Ciarl; Director of Rue Impriale de Lyon, Monceau Assurances Mutuelles Associes and Groupe Monceau-Mutuelles Associes; Managing Partner of LP Participation; member of the Supervisory Board of ANF; Director of Mutuelle Centrale de Rassurance and Compagnie Industrielle dAssurance Mutuelle.
Background A graduate of HEC, in 1969 Henri Saint Olive joined Banque Saint Olive where he has spent his working life. He was appointed Chairman of the Executive Board of this bank in 1987, then Chairman of its Board of Directors in 1997.
Appointments and positions that have expired during the last five financial years
Outside the VINCI Group in listed companies Director and member of the Accounts and Audit Committee of Renault. Director of DCNS.
In unlisted companies or other structures Director of Thales UK Limited, of Thales Electronics plc; of Thales Nederland BV and of Thales Australia Pty Ltd; Chairman of Thales Canada Inc; President of the Board of Telecom ParisTech. Chairman and Chief Executive Officer of Alcatel Cyber Satellite and Thales Communications SA; Chairman of 181 Centelec SAS, Thales Security & Solutions SAS and Eurospace; Director and Chairman of Skybridge Satellite Operations; Director of Skybridge LLC, Skybridge 2 LLC, Skybridge Operations France, Skybridge Satellite Communications and Satlynx; Chairman of Thales Alenia Space France SAS, Alcatel Spacecom and SkyBridge GP, Inc.; Director of Thales North America, Inc. (USA), Thales Alenia Space Italia SpA, Telespazio Holding SRL, Galileo Industries SA, Galileo Industries SpA and EuropeStar Ltd; member of the Board of Administrators of Gifas; Chairman and Chief Executive Officer of Thales Communications & Security SA; Chairman of Thales Services SAS; member of the Supervisory Board of Thales Alenia Space SAS; Director of Thales USA, Inc.; member of the Board of Directors of Institut Tlcom (French Ministry of Economy, Finance and Industry).
Background A graduate of the cole Polytechnique, Pascale Sourisse is a telecommunications engineer. She worked as an engineer at Compagnie Gnrale des Eaux from 1984 to 1985, as an engineer in the telecommunications division of Jeumont-Schneider from 1985 to 1986, and as head of the enterprise network division at France Telecom from 1987 to 1990. From 1990 to 1994, Ms Sourisse worked in the French Ministry for Industry as assistant deputy manager, then deputy manager, of the Consumer Electronics and Audiovisual Communication department. She then joined the Alcatel Group, where she held the positions of Director, Planning and Strategy from 1995 to 1997, Chairman and Chief Executive Officer of Skybridge from 1997 to 2001, Chief Operating Officer and then President and Chief Executive Officer of Alcatel Space from 2001 to 2005. She was President of Alcatel Alenia Space (now Thales Alenia Space) from 2005 to 2008. Since April 2007, she has been a member of the Executive Committee of Thales. From May 2008 until early 2010, Ms Sourisse was Senior Vice President of Thales Land & Joint Systems Division. In early 2010, she was named Managing Director, then Senior Vice President for Defence & Security C4I Systems at Thales. Currently, she is Senior Vice-President, International Development, Thales. Qatari Diar Real Estate Investment Company Nationality: Qatari Permanent representative: Abdul Hamid Janahi Member of the Strategy and Investments Committee Number of VINCI shares held by the Qatari Diar group at 31/12/2012: 31,500,000 (1,000 held directly; 31,499,000 through its subsidiary Comet Luxembourg) Director since 2010 Term of office ends: 2015 Shareholders General Meeting Address: Qatari Diar Real Estate Investment Company Lusail Visitor Center Lusail Street PO Box 23175 Doha, Qatar Director of Veolia Environnement. In unlisted companies or other structures Director of Socit Fermire du Casino Municipal de Cannes SA. Background Qatari Diar Real Estate Investment Company (Qatari Diar) was formed in 2005 and is wholly owned by the Qatar Investment Authority (QIA), which belongs to the State of Qatar. Qatari Diar is the main player in Qatars urban development projects and in property development operations carried out abroad on behalf of the State of Qatar. Qatari Diar is present in more than 20 countries across Asia, Africa, Europe and South America. In 2008, Qatari Diar acquired control of Cegelec. In 2010, Qatari Diar transferred ownership of Cegelec to VINCI in exchange for new VINCI shares and treasury shares. Since this transaction, Qatari Diar has owned 31,500,000 VINCI shares. The Chairman of the Board of Directors of Qatari Diar is His Excellency Yousef Hussein Kamal, Minister of Economy and Finance of Qatar. MrGhanim bin Saad al-Saad, a Director of Qatari Diar, is also Chairman of Barwa, a listed subsidiary in which Qatari Diar has a substantial shareholding and which is one of the countrys main property developers. Qatari Diars Chief Executive Officer is Mr Mohammed bin Ali AlHedfa. Mr Abdul Hamid Janahi holds a bachelors degree in electrical and electronics engineering from Louisiana State University. He began his career in 1988 at Qatar Petroleum as an engineer involved in both offshore and onshore projects. In 2005, he became Director of Project Management for state-owned company Kahramaa. Mr Janahi was appointed as Director of Joint Ventures at Qatari Diar in 2008. Other appointments and positions held at 31/12/2012 Appointments and positions that have expired during the last five financial years
Outside the VINCI Group in listed companies
131
1.2 Individuals whose appointments as Directors are proposed to the Shareholders General Meeting of 16 April 2013
Yannick Assouad Chief Executive Officer, Aircraft Systems, Zodiac Aerospace Age: 53 Nationality: French Number of VINCI shares held at 31/12/2012: 97 First appointment: proposed to the Shareholders General Meeting on 16 April 2013 Term of office ends: 2017 Shareholders General Meeting Address: Zodiac Aerospace 61 rue Pierre Curie CS 20001 78373 Plaisir Cedex, France Graziella Gavezotti Chief Operating Officer, Southern Europe, Edenred Age: 61 Nationality: Italian Number of VINCI shares held at 31/12/2012: 0 First appointment: proposed to the Shareholders General Meeting on 16 April 2013 Term of office ends: 2017 Shareholders General Meeting Address: Edenred Via G.B. Pirelli 19 20124 Milan, Italy Other appointments and positions held at 31/12/2012 Appointments and positions that have expired during the last five financial years Other appointments and positions held at 31/12/2012 Appointments and positions that have expired during the last five financial years In unlisted companies or other structures Chairman and Director of various companies within the Aircraft Systems business segment of Zodiac Aerospace. Background Yannick Assouad is a graduate of the Institut National des Sciences Appliques and the Illinois Institute of Technology. While working as an instructor at CIEFOP Paris, she joined Thomson CSF in 1986, where she was head of the thermal and mechanical analysis group until 1998. From 1998 to 2003, Ms Assouad served first as Technical Director and then as Chief Executive Officer of Honeywell Aerospace, before being appointed Chairman of Honeywell SECAN. In 2003, she joined Zodiac Aerospace, initially as Chief Executive Officer of Intertechnique Services, a post she held until 2008. Ms Assouad was then selected to create Zodiac Aerospaces Services business segment, which she headed until 2010, when she was appointed Chief Executive Officer of the groups Aircraft Systems segment.
In unlisted companies or other structures Chairman of the Board of Directors of Edenred Italia SRL, of E-Lunch SRL, of Ristochef SRL, and of Voucher Services SA (Greece); Director of Edenred Kurumsal Cozumler SA (Turkey) and of Edenred Espaa SA. Background Graziella Gavezotti is a graduate of the Universit di Comunicazione e Lingue (IULM) and has a degree in psychology from the University Rijeka (class of 1991). She worked for Jacques Borel Group, Gemeaz and Accor, before joining Edenred where she developed the Ticket Restaurant business in Italy. Since June 2012, she has been head of Edenreds Southern Europe area, which includes Italy, Spain, Portugal, Turkey and Greece.
1.3
Director whose term of office expired in 2012

Other appointments and positions held at 31/12/2012 Within the VINCI Group Director of VINCI. In unlisted companies or other structures Director of Pierre Fabre SA. Vice-Chairman Europe of UBS Investment Bank; Chairman and Chief Executive Officer of UBS Holding France SA; Chairman of the Board of Directors of UBS Securities France SA; Director of GrandVision et and of Pierre Fabre Participations; member of the Supervisory Board of Atos Origin; Director of Atos Origin. Background Dominique Bazy has a degree in law, and is a graduate of the Institut dtudes Politiques de Paris and the cole Nationale dAdministration. He is also a qualified economist. After holding various positions in government departments, he joined Athena in 1984, became Chief Executive of Athena Banque in 1985 and Deputy Chief Executive of Athena from 1986 to 1988. He was appointed Chairman of Sicav Haussmann France in 1987. From 1990 to 1992, Mr Bazy held various positions with UAP. He was a member of the Executive Committee of Credit Lyonnais in 1993 and Chairman of Clinvest from 1993 to 1994, Chairman of the Supervisory Board of Altus Finance in 1993, Executive Vice-President of Compagnie de lUAP from 1995 to 1996, Chairman of Allianz Assurances France from 1997 to 2000, General Manager in charge of AGFs general agents department from 1998 to 2000, member of the International Executive Committee of Allianz AG from 1997 to 2000, Chairman and Chief Executive Officer of UBS Warburg (now UBS) Holding France from 2000 to 2003 and Chairman of UBS Securities France SA from 2003 to 2004. From 2004 to 2009, he was Vice-Chairman Europe of UBS Investment Bank. Since 1 September 2009, Mr Bazy has been Managing Partner of Barber Hauler Capital Advisers. Appointments and positions that have expired during the last five financial years
Dominique Bazy Managing Partner of Barber Hauler Capital Advisers Age: 61 Nationality: French Number of VINCI shares held at 12/04/2012: 1,400 Director since 1996 Term of office ended: 2012 Shareholders General Meeting
2.
2.1
VINCI shares held by company officers

In accordance with the Companys Articles of Association, each Director (other than the Director representing employee shareholders) must hold a minimum of 1,000 VINCI shares which, on the basis of the share price at 31 December 2012 (35.96), amounts to a minimum of 35,960 invested in VINCI shares. The number of shares held by each of the company officers at 31 December 2012, as declared to the Company, is included in the information presented in the section Company officers appointments and other positions held on pages 127 to 131.
Shares held by company officers
132
2.2 Share transactions by company officers, executives and persons referred to in Article L.621-18-2 of the French Monetary and Financial Code
The Groups company officers and executives subject to spontaneous declaration of their share transactions carried out the following transactions in 2012:
(in number of shares) Xavier Huillard, Chairman and Chief Executive Officer Christian Labeyrie, Executive Vice-President and Chief Financial Officer Richard Francioli, Executive Vice-President, Contracting (*) Excluding grants of performance shares. (**) Excluding donations and disposals of units in company savings funds invested in VINCI shares. Acquisitions (*) 137,544 125,181 0 Disposals (**) 148,164 123,806 0
3.
3.1
Company officers remuneration and interests

Directors fees and other remuneration received by non-executive company officers
The total amount of Directors fees paid in 2012 by the Company (for the second half of 2011 and the first half of 2012) amounted to 814,166. Some company officers also received Directors fees in 2012 from companies controlled by VINCI. The total amount of Directors fees payable by VINCI in respect of 2012 was 784,167. The table below summarises the Directors fees and other remuneration received in 2011 and 2012 by non-executive company officers of VINCI.
Directors fees and other remuneration received by non-executive company officers

Amount paid in 2011 By VINCI Serving Directors Yves-Thibault de Silguy (1) Abdul Hamid Janahi (2) lisabeth Boyer (3) (4) Robert Castaigne Franois David Patrick Faure Dominique Ferrero Jean-Pierre Lamoure (5) Jean-Bernard Lvy Michael Pragnell Henri Saint Olive Pascale Sourisse Former Directors Yousuf Ahmad Al Hammadi (2) Dominique Bazy (6) Alain Maillot (7) Denis Vernoux (8) Total Directors fees and other remuneration 16,667 50,000 33,333 41,667 1,043,648 226,060 42,500 39,583 814,166 223,560 403,648 8,333 55,000 50,000 50,000 50,000 50,000 60,000 55,000 65,000 55,000 10,000 216,060 190,000 50,000 57,083 50,000 50,000 50,000 50,000 60,000 55,000 65,000 55,000 7,500 216,060 By companies controlled by VINCI Amount paid in 2012 By VINCI By companies controlled by VINCI
(1) Yves-Thibault de Silguys remuneration package from the time of his appointment as Vice-Chairman and Senior Director on 6 May 2010 is described in the Report of the Chairman on page 186. It should be noted that his remuneration in 2011 included the remainder of the variable component received by him in his capacity as Chairman of the Board of Directors for the period 1 January to 6 May 2010 as well as the Directors fees paid to him in 2011 (190,000). Mr de Silguy also received benefits in kind of 5,020 in 2011 and 2012 (company car). It is also worth noting that (a) Mr de Silguy is entitled to receive a non-externalised pension benefit, payable in the amount of 381,168 for 2011 and in the amount of 388,140 for 2012 and that (b) the Company entered into a services agreement on 3 March 2010 with YTSeuropaconsultants, of which Mr de Silguy is sole partner, authorised by the Board of Directors and approved by the Shareholders General Meeting of 6 May 2010. This agreement covers the responsibilities described in the Report of the Chairman on page 186. Under this agreement, YTSeuropaconsultants received from VINCI a total payment of 330,000 excluding VAT for each of the financial years 2011 and 2012. The amounts mentioned in points (a) and (b) are not included in the table above. (2) Replacing Yousuf Ahmad Al Hammadi, Abdul Hamid Janahi has served since 29 November 2012 as the permanent representative of Qatari Diar Real Estate Investment Company, a Director of VINCI. (3) The total amount paid in 2011 covers the period from 2 May 2011 (when lisabeth Boyer was appointed as the Director representing employee shareholders) to 30 June 2011. (4) The salary received by Ms Boyer, who is currently the Director representing employee shareholders, is not included in the table above. (5) In 2011 and 2012, Jean-Pierre Lamoure received remuneration of 216,060 in respect of his appointment as Chairman of the Board of Directors of Soletanche Freyssinet. He also received benefits in kind of 2,328 in 2011 and 2,129 in 2012 (company car). (6) The total amount paid in 2012 covers the period from 1 July 2011 until the expiry of Dominique Bazys term of office on 12 April 2012. (7) The total amount paid in 2011 covers the period from 1 July 2010 until the change in the permanent representative of Qatari Diar Real Estate Investment Company effective 1 March 2011. (8) The total amount paid in 2011 covers the period from 1 July 2010 until Denis Vernouxs resignation on 2 May 2011.
133
3.2
Remuneration received by the Chairman and Chief Executive Officer

Pursuant to the provisions of the Afep-Medef code of corporate governance relating to the remuneration of executive company officers, the tables below summarise (a) all remuneration allocated and options and performance shares granted to the executive company officer during the last two financial years and (b) the remuneration paid during the last two financial years by VINCI and Group companies to Xavier Huillard, Chairman and Chief Executive Officer, as well as the remuneration set by the Board of Directors, as proposed by the Remuneration Committee, that is due in respect of each of these two financial years, regardless of the year in which the remuneration in question is paid. (a) Summary of remuneration due in respect of the last two years and options and shares granted
Xavier Huillard Remuneration due in respect of the year (in ) Value of options granted during the year (in ) Value of performance shares granted during the year (in ) Total 2011 1,834,072 1,834,072 2012 1,905,264 1,905,264
3.2.1 Remuneration
(b) Summary of remuneration (in )

2011 Xavier Huillard Gross fixed remuneration Gross variable remuneration including Directors fees (*) Gross variable remuneration excluding Directors fees (*) Directors fees (net amount) (*) Benefits in kind (**) Total Amount due in respect of the year 900,000 930,000 916,330 13,670 4,072 1,834,072 882,997 13,670 4,072 1,800,739 Amount paid during the year 900,000 Amount due in respect of the year 900,000 1,001,200 987,530 13,670 4,064 1,905,264 916,330 13,670 4,064 1,834,064 2012 Amount paid during the year 900,000
(*) Directors fees received by Xavier Huillard from companies belonging to the VINCI Group are deducted from the variable remuneration decided by the Board, as proposed by the Remuneration Committee. Since his appointment as Chairman and Chief Executive Officer, thus with effect from 6 May 2010, Mr Huillard has not received Directors fees from VINCI SA. For the duration of this appointment, the only Directors fees he receives are those paid in respect of appointments in other Group companies. (**) Mr Huillard had the use of a company car in 2011 and 2012.
Xavier Huillards remuneration package is described on page 186. At its meeting of 5 February 2013, the Board of Directors decided, in respect of 2012 and as proposed by the Remuneration Committee, to set the portion of the variable component of Mr Huillards remuneration based on financial criteria, after calculating the performance index, at 581,200 and the managerial portion at 420,000, making a total variable component of 1,001,200 before deducting Directors fees amounting to 13,670 paid in 2012.
3.2.2
At its meeting of 3 March 2010, the Board decided to set up a long-term incentive plan to be awarded to Xavier Huillard, the features of which are described in section 4.1 of the Report of the Chairman on page 186. This plan gives rise to an annual allocation that Mr Huillard will only be eligible to receive if he completes his term in office (except in specific cases). Each year, the Company sets aside a provision corresponding to the value, at market conditions prevailing on 31 December, of the likely amount. At 31 December 2012, the total provision recognised in respect of this plan from its inception at 6 May 2010 amounted to 1,714,701. Like other senior executives of VINCI SA with at least 10 years service, Xavier Huillard is eligible for coverage under a collective pension plan, the purpose of which, subject to certain conditions being met and, more particularly, that he is still employed by the company, is to guarantee the individuals concerned a supplementary annual pension upon their retirement of between 20% and 40% of the average annual remuneration received in the 36 months preceding their departure. This supplementary pension plan will be limited to an annual amount that will gradually increase to a maximum of eight times the French social security ceiling at 1 January 2019. As the application of this plan constitutes a commitment subject to the procedure for the authorisation of regulated agreements in accordance with Article L.225-42-1 of the French Commercial Code, it required the approval of the Shareholders General Meeting, which was given on 6May 2010. At 31 December 2012, VINCIs obligations in respect of the retirement benefits described above for Mr Huillard amounted to 4,970,500. Retirement benefit obligations are also described on page 238 of the Notes to the consolidated financial statements. The table below summarises the various data relating to the existence in favour of the executive company officer, if applicable, of (I) an employment contract in addition to the appointment as company officer, (II) supplementary pension plans, (III) commitments entered into by the Company corresponding to allowances or benefits due or that could be due in connection with or as a result of either the cessation of the executive company officers duties or a change in these duties, and (IV) allowances compensating for a non-competition clause.
Long-term incentive plan
3.2.3
Obligations in respect of supplementary retirement plans
3.2.4
Summary table
134
Executive company officer Xavier Huillard, Chairman and Chief Executive Officer (*)
Employment contract no (**)
Allowances or benefits that could be due as a result Supplementary of the cessation of duties or pension plan a change in duties yes yes (***)
Allowances for noncompetition clause no
(*) Xavier Huillards term of office started on 6 May 2010 and will expire at the close of the 2014 Shareholders General Meeting. (**) Mr Huillard had a suspended employment contract that ended via resignation on 6 May 2010 when he was appointed as Chairman and Chief Executive Officer of VINCI. (***) Mr Huillard is eligible for severance pay in the event that the Company terminates his appointment as Director prior to the expiry of his term of office, described on page 186 of the 2012 Annual Report.
4.
4.1
Options and performance shares

Two authorisations given to VINCIs Board of Directors remained valid in 2012: one conferred by the Shareholders General Meeting of 2May2011 to grant share subscription options and another conferred by the Shareholders General Meeting of 12 April 2012 to grant performance shares. In 2012, an incentive plan was set up, resulting either in the granting of performance shares alone, or the combined granting of share subscription options and performance shares, depending on the beneficiarys management level. VINCIs policy consists of granting performance shares and options to a significant number of Group executives and employees (a total of about 1,900) in order to allow them to share in its performance and ensure their long-term commitment.
Policy on granting of options or performance shares
4.2
4.2.1
Share subscription or share purchase option plans

Existing option plans
General information Under the authorisations given by the Shareholders General Meeting, the Board of Directors of VINCI decided to set up share subscription and/or share purchase option plans, details of which are given in the following table.
Record of granting of share subscription or purchase options (1)

Plan Date Original number Including options originally granted to Date In 2012 At 31/12/2012 Exercise price Adjusted exercise price (in ) 15.59 12.96 15.04 20.18 24.20 35.58 40.32 38.37 36.70 43.70 39.04 35,93 40.32 40.32 35.93
Shareholders General Board BenefiMeeting meeting ciaries VINCI 2002 No. 1 VINCI 2002 No. 2 VINCI 2003 VINCI 2004 VINCI 2005 VINCI 2006 No. 1 VINCI 2006 No. 2 VINCI 2009 VINCI 2010 VINCI 2011 (5) VINCI 2012 (5) VINCI 2006 No. 2 Total 25/10/99 17/12/02 25/10/99 17/12/02 14/05/03 11/09/03 14/05/03 07/09/04 14/05/03 01/03/05 14/05/03 09/01/06 14/05/03 16/05/06 14/05/09 31/08/09 14/05/09 09/07/10 02/05/11 02/05/11 02/05/11 12/04/12 14/05/03 16/05/06 287 409 126 142 158 8 1,352 1,582 1,735 266 302 1,352
Options (2) 9,802,000 10,000,000 5,608,000 6,344,000 5,081,136 2,630,000 3,383,606 3,865,000 4,234,595 1,592,493 2,457,980 3,383,606 3,383,606
From Number of Options Number of Top 10 which Number of options not remaining employee options options cancelled or exercised beneficiaries Company beneficiarmay be Of expiry exercised expired in at at officers (2)(3) ies (2)(4) exercised of options in 2012 2012 31/12/2012 31/12/2012 2,620,000 2,760,000 1,400,000 1,640,000 2,268,000 1,850,000 50,000 50,000 50,000 1,212,000 25/01/04 17/12/12 1,020,000 1,420,000 1,176,000 17/12/04 17/12/12 07/09/06 07/09/14 16/03/07 16/03/12 1,296,000 11/09/05 11/09/13 633,138 563,329 144,867 501,173 931,109 237,850 1,000 750 3,013,216 1,000 1,000 3,014,216 23,260 67,416 34,714 3,256,105 46,615 85,279 12,000 18,165 3,213,385 3,213,385 437,319 1,427,672 834,100 3,719,591 4,074,560 1,567,043 2,439,815 30 62 6 1,510 1,661 260 299 2,106 2,106
780,000 09/01/08 09/01/13 242,000 16/05/08 16/05/12 228,180 15/09/12 15/09/16 243,348 09/07/13 09/07/17 243,346 02/05/14 02/05/18 336,015 12/04/15 12/04/19 8,196,889 242,000 16/05/08 16/05/12 242,000 8,438,889
Total share subscription plans Total share purchase plans
54,998,810 12,588,000
3,543,554 14,500,100
58,382,416 12,638,000
6,756,939 14,500,100
(1) Only those plans for which the exercise period has not expired or expired in 2012 are mentioned. (2) Original number adjusted for the May 2005 and May 2007 two-for-one share splits but not adjusted for the increase in share capital in April 2006 (except for the 2006 No. 2 plan). (3) Company officers serving at the time of granting. (4) Not company officers. (5) The definitive number of options granted will be set on the basis of performance criteria. Note: one option gives the right to subscribe to or purchase one VINCI share; option plans set up prior to 2009 are subject to annual vesting by thirds over a three-year period as from the grant date for the options.
135
Total number of shares that can be subscribed to or purchased by the executive company officer at 31 December 2012
Executive company officer Xavier Huillard Total Plan VINCI 2004 VINCI 2006 No. 1 Exercise price (in ) 20.18 35.58 Expiry 07/09/2014 09/01/2013 Type Subscription Subscription Number of shares 57,052 205,434 262,486
4.2.2
Options granted in 2012

a) General information At its meeting of 12 April 2012, the Board of Directors decided to use the authorisation given by the Shareholders General Meeting of 2May2011 to set up a plan for the granting of options to subscribe to the Companys shares, with effect from 12 April 2012. This plan provides for the granting of 2,457,980 options to subscribe to the Companys shares to 302 Group executives and employees. No options have been granted to the executive company officer under this plan. Each option gives the right to subscribe to one new VINCI share, at a subscription price of 39.04. The definitive granting of options is subject to the performance criteria determined by the Board of Directors under the conditions defined by the Shareholders General Meeting, which require that, in the financial years 2012 and 2013, the VINCI Groups average return on capital employed (ROCE) be higher than 6%, after restating for any non-controlling interests greater than 33.33%. The actual number of options granted will be equivalent to 100% of the options originally granted if the ROCE is equal to 7% and the proportion will be set by linear interpolation if this rate is between 6% and 7%. Options that have been definitively granted in line with the performance criteria may only be exercised by the beneficiaries on or after 12April2015 provided they are still actively employed by the Group. Shares acquired through the exercise of options may not be transferred or sold before expiry of a four-year holding period in accordance with tax rules, other than in the event of death, permanent disability or involuntary retirement. Beneficiaries also have a right to early exercise of options definitively granted after verification of the performance criteria in the event of a public offer being made for the Companys shares. The validity period for the options is seven years with effect from 12 April 2012 and thus expires on 12 April 2019. No subsidiary controlled by VINCI has granted share subscription or purchase options. b) Granting of options to the executive company officer No options were granted in 2012 to Mr Xavier Huillard, Chairman and Chief Executive Officer. c) Granting of options to the 10 Group employees (not company officers of VINCI SA) to whom the largest number of options were granted The number of options granted during the year by VINCI and by other Group companies entitled to grant options to the 10 Group employees (not company officers of VINCI SA) who were granted the largest number of options was 336,015, corresponding to 13.67% of the total number.
4.2.3
Options exercised in 2012

a) General information Between 1 January and 31 December 2012, 3,014,216 options were exercised, comprising 3,013,216 subscription options and 1,000 purchase options. During this same period, 6,756,939 options were cancelled or expired, of which 3,453,554 were subscription options and 3,213,385 were purchase options. Taking all these elements into account, a total of 14,500,100 options remained to be exercised at 31 December 2012, at an average exercise price of 35.93, all of which were subscription options. b) Exercise of options by the executive company officer In 2012, Mr Xavier Huillard, Chairman and Chief Executive Officer, exercised the following options:
Share subscription and purchase options exercised during the year

Date of corresponding meeting of the Board of Directors 11/09/2003 07/09/2004 09/01/2006 Number of options exercised during the year 580 76,964 60,000 137,544
Executive company officer Xavier Huillard
Plan 2003 Plan 2004 Plan 2006 No. 1 Plan
Type Subscription Subscription Subscription
Exercise price (in ) 15.04 20.18 35.58 26.88
Total
136
c) Exercise of options by the 10 Group employees (not company officers of VINCI SA) having exercised the largest number of options In 2012, share subscription and purchase options exercised by the 10 Group employees (not company officers of VINCI SA) having subscribed to or purchased the largest number of shares in 2012 concerned the following plans:
Plan VINCI 2002 No. 1 VINCI 2002 No. 2 VINCI 2003 VINCI 2004 VINCI 2005 VINCI 2006 Total/weighted average Type Subscription Subscription Subscription Subscription Subscription Subscription Number of options exercised during the year 121,856 102,670 6,000 36,881 158,464 50,000 475,871 Exercise price (in ) 15.59 12.96 15.04 20.18 24.20 35.58 20.34
4.2.4
Under the plan set up on 9 July 2010, the definitive granting of options is subject to the performance criteria determined by the Shareholders General Meeting, namely that the Board of Directors will note, at the end of a period of two years starting on 9 July 2010, any changes in the VINCI share price and will determine the proportion of options to be definitively granted having regard to the shares performance compared with that of an index initially comprising 13 European companies from the construction and infrastructure concessions sector. The Board reserves the right to make any weightings reflecting in particular the market capitalisation of companies and to exclude from the list certain companies that, during the reference period, may have been the subject of exceptional transactions or de-listing or that may have experienced atypical share price changes and to replace them if applicable with an index such as the Euro Stoxx index. The number of options finally granted will depend on the percentage change in the performance of the VINCI share against the index; 100% of the options will be granted if this rate is higher than 5% and 0% if it is lower than -5%. If the rate is between these two limits of +5% and -5%, the proportion will be determined by linear interpolation. At its meeting of 19 June 2012, the Board of Directors gave full powers to the Chairman and Chief Executive Officer to take note of any change in the performance index and thereby determine the proportion of options to be granted in accordance with the provisions of the plan. On 9 July 2012, the Chairman and Chief Executive Officer noted that the VINCI share had outperformed the index by 9.9% and therefore decided that all of the share subscription options that had been originally granted to the beneficiaries would be deemed to be definitively granted to them at this same date (4,074,560 options granted to 1,661 beneficiaries). It is to be understood that these options will only be definitively granted to their beneficiaries and may only be exercised by them from 9 July 2013 at the determined exercise price of 36.70 provided the beneficiaries meet the conditions to be considered as active employees laid down by the Board in its meeting of 9 July 2010.
Definitive granting of options at 9 July 2012 under the plan set up by the Board of Directors on 9 July 2010
4.3
4.3.1
Performance share plans

Existing performance share plans
a) General information
Record of granting of performance shares

Plan Date Shareholders General Meeting VINCI 2010 (3) 15/05/2008 Original number Performance shares 1,726,138 2,139,059 2,202,580 6,067,777 Including shares originally granted to Definitive number Start of vesting period 09/07/2010 02/05/2011 12/04/2012 Date End of vesting period 09/07/2012 02/05/2013 12/04/2014 End of holding period 09/07/2014 02/05/2015 12/04/2016 At 31/12/2012 Number of remaining Number of beneficiaries shares at at 31/12/2012 31/12/2012 1,607,900 2,061,310 2,188,390 5,857,600 1,685 1,709 1,864 2,475
Board meeting 09/07/2010
Beneficiaries 1,813 1,782 1,881 2,616
Top 10 Determined employee at the end of Company beneficiaries the vesting (2) period officers (1) 97,339 97,338 96,004 290,681 1,607,900 unknown unknown
VINCI 2011 (4) 15/05/2008 02/05/2011 VINCI 2012 (4) 12/04/2012 12/04/2012 Total
(1) Company officers serving at the time of granting. (2) Not company officers. (3) These shares were definitively granted to the beneficiaries on 9 July 2012, following the decision by the Board of Directors on 19 June 2012, which noted that the performance criteria provided for in the plan set up in July 2010 had been met. (4) The number of shares definitively granted at the end of the vesting period may be lower, depending on the results of a performance indicator.
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b) Number of performance shares granted to the executive company officer Mr Xavier Huillard, Chairman and Chief Executive Officer, was not granted any performance shares under the plans described above. At its meeting of 27 February 2007, the Board of Directors of VINCI decided that executive company officers would be required to retain at least one-quarter of any performance shares received for the duration of their appointment. In accordance with this rule, Xavier Huillard, who has been definitively granted 40,874 performance shares under the plans set up in 2007 and 2008, is required to retain 10,219 shares until the expiry of his term of office.
4.3.2
At its meeting of 12 April 2012, the Board of Directors decided to use the authorisation given by the Shareholders General Meeting of 12April2012 to set up a plan for the granting of Company performance shares, with effect from 12 April 2012. This plan provides for the granting of 2,202,580 existing shares to 1,881 beneficiaries. No performance shares have been granted to the executive company officer under this plan. The plan stipulates that the shares are only deemed to be definitively granted at the end of a two-year vesting period, which will expire on 12April 2014. The definitive granting of shares is subject to the following performance criteria: for beneficiaries who were members of the Executive Committee at 12 April 2012, performance shares are only deemed to be definitively granted if, in respect to both 2012 and 2013, the VINCI Groups average return on capital employed (ROCE) is higher than 8%, after restating for any non-controlling interests greater than 33.33%. The number of performance shares finally granted will depend on this rate; 100% of the shares will be granted if the ROCE is higher than 9% and the proportion will be set by linear interpolation if the rate is between 8% and 9%; for beneficiaries who were not members of the Executive Committee at 12 April 2012, performance shares are only deemed to be definitively granted if, in respect to both 2012 and 2013, the VINCI Groups average return on capital employed (ROCE) is higher than 6%, after restating for any non-controlling interests greater than 33.33%. The number of performance shares finally granted will depend on this rate; 100% of the shares will be granted if the ROCE is higher than 7% and the proportion will be set by linear interpolation if the rate is between 6% and 7%; the Board of Directors decided not to take the impact of the acquisition of airport company ANA into account in the calculation of the ROCE. The plan also provides that the shares granted in this way must be retained for two years, i.e. until 12 April 2016, during which time they may not be transferred or sold, other than in the event of permanent disability or death. The number of shares originally granted by the Board of Directors on 12 April 2012 to the 10 employees who were not company officers and had been granted the largest number of shares was 96,004; the number of shares granted to the members of the Executive Committee was 110,004, thus about 4.99% of the total number granted.
Establishment of the 2012 plan
4.3.3 Definitive granting of performance shares on 9 July 2012 under the plan set up by the Board of Directors on 9 July 2010
The plan set up on 9 July 2010, with effect from the same date, stipulates that shares are only definitively granted if performance criteria are met and at the end of a two-year vesting period expiring on 9 July 2012. Shares are only definitively granted if, in respect of both 2010 and 2011, the VINCI Groups average return on capital employed (ROCE) is higher than 5%, after restating for any non-controlling interests greater than 33.33%. The number of performance shares finally granted will depend on this rate; 100% of the shares will be granted if the ROCE is higher than 6% and the proportion will be set by linear interpolation if the rate is between 5% and 6%. On 19 June 2012, the Board of Directors noted that the VINCI Groups average return on capital employed (ROCE) amounted to 9.2% on average for the 2010 and 2011 financial years (after restating for non-controlling interests). Consequently, at its meeting of 19 June 2012, the Board decided to definitively grant, as at 9 July 2012, to the 1,685 beneficiaries 100% of the performance shares that were originally granted to them, representing 1,607,900 shares. Beneficiaries may not transfer or sell these shares for an additional two-year holding period that will expire on 9 July 2014.
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E. Social and environmental information

This report is compiled pursuant to Articles L. 225-102-1, R. 225-104 and R. 225-105 of the French Commercial Code, and is based on such international reporting guidelines and standards as the Global Reporting Initiative and ISO 26000. The aim of this report is to comply with the application of the draft decree relating to corporate transparency obligations on social and environmental matters. It contains three sections: workforce-related responsibility (pages 139 to 150); environment (pages 150 to 159); social responsibility (pages 159 to 168). VINCIs sustainable development policy and strategy are presented on pages 18 to 29 of this annual report. Additional, regularly updated information is available on the Groups website at www.vinci.com, in particular examples of the innovative approaches implemented by the Groups companies, arranged by category and type of challenge. Since 2002, VINCI has requested the opinion of its Statutory Auditors on its social and environmental reporting procedures, which form part of a single reporting system, and on a selection of performance indicators. Information about this audit work, along with a note about the methods used, is presented on pages 166-168 and 177-178. In addition to complying strictly with legislation, VINCI has voluntarily committed to observing the 10 principles of the UNs Global Compact and to reporting annually on its initiatives in this area. VINCI has also made a commitment to French non-profit organisation Amis du Global Compact France to promote these initiatives among businesses. Advance, a method developed by VINCI in the form of a sustainable development selfdiagnosis questionnaire, enables managers to review the Groups workforce-related, environmental and social categories, and take strategic decisions related to them. The method was developed in accordance with the principles of the Global Compact, the fundamental conventions of the ILO (International Labour Organisation) and ISO 26000.
Global Compact implementation

Commitments/principles
Human rights 1. To support and respect the protection of internationally proclaimed human rights within the Groups sphere of influence. 2. To ensure that Group companies are not complicit in human rights abuses. Labour standards 3. To uphold the freedom of association and the effective recognition of the right to collective bargaining. 4. To uphold the elimination of all forms of forced and compulsory labour. 5. To uphold the effective abolition of child labour. 6. To uphold the elimination of discrimination in respect of employment and occupation. - Signature of a new agreement with labour representatives in December 2011 to improve dialogue between management and labour in 2012. Drafting of a code of best practice in subcontracting planned for dissemination in early 2013. - Inclusion of workforce-related criteria in the supplier and subcontractor selection process, as well as in framework contracts with VINCI subsidiaries. - Monitoring of improvement plans for temporary employment agencies. - Addition of clauses prohibiting child labour to framework contracts. - Launch of ViE, an in-house social integration consultancy, to assist VINCI companies in hiring people under social integration through work programmes. - Several major programmes put in place: Capital Filles, Group Ambassadors, stereotypes laboratory. - Audit and monitoring work for the sixth consecutive year, particularly outside France. - Further diversity training for operational staff. Diversity day organised. - Sogea-Satoms support for various non-profit projects relating to business, health and education in 20 countries. - Ongoing support for HIV-AIDS prevention programmes. - Drafting of a Labour standards and human rights chapter for the Global performance commitments of VINCI suppliers and subcontractors charter, which is sent to Group suppliers and incorporated into VINCI contracts. - Development of a supplementary online tool to help deploy VINCIs Advance self-diagnosis method, enabling subsidiaries to map their CSR risks, particularly as regards basic human rights.
Initiatives in 2012
Environmental protection 7. To support a precautionary approach to environmental challenges. - Environmental criteria and pollution prevention systematically taken into consideration when assessing business and product risk at an early stage of projects (REACH). - Increased training in environmental risk prevention. - First-time participation in the CDP Water Disclosure project: only 191 companies have responded to this initiative. - Systematic application of life-cycle analysis during proposal and design phases: multi-criteria analysis of each phase of the project life cycle. - Development of a national biodiversity strategy for France and setting up of a coordinators network and Biodiversity Committee. - Ongoing work to conserve biodiversity in partnership with environmental associations. - Support given to the research and teaching efforts of the VINCI ParisTech Chair in eco-design of building complexes and infrastructure: 13 research projects involving VINCI correspondents and five conferences per year. - First Chair in Eco-design seminar held, with 90 internal decision-makers and partners participating. - Integration of renewable energy and more energy-efficient systems within the Groups activities and proposals.
8. To undertake initiatives to promote greater environmental responsibility. 9. To encourage the development and dissemination of environmentally friendly technologies.
Anti-corruption 10. To work towards combating all forms of corruption, including extortion and bribery. - Further reinforcement of internal controls. - Ongoing distribution of the Code of Ethics and Conduct to all management. - 95% of managers found to be in compliance with the Code of Ethics and Conduct. - Inclusion of social responsibility criteria in the supplier and subcontractor selection process, as well as in framework contracts with VINCI subsidiaries.
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Complying with and promoting the fundamental conventions of the International Labour Organisation In addition to the 10 Global Compact principles, VINCI is committed to complying with and promoting among its subsidiaries and partners the provisions of the International Labour Organisations fundamental conventions: freedom of association and the effective recognition of the right to collective bargaining; elimination of discrimination in respect of employment and occupation; elimination of all forms of forced or compulsory labour; effective abolition of child labour. Details about various VINCI initiatives are contained in the Global Compact implementation table presented above and in the Workforce relations and collective bargaining agreements, Agreements signed in relation to health and safety at work, Equality and diversity and Human rights chapters (pages 144, 147-148 and 166).
1.
1.1
Workforce-related responsibility
See also page 27 of this annual report Manifesto commitment number 7: Promote sustainable careers together This section follows precisely and thoroughly Article 225 of Frances Grenelle II Environment Law. It is also based on the principles of the GRI (Global Reporting Initiative), in particular in its version 4 draft, which should be issued in the course of 2013. VINCIs business model is based on a complementary set of short- and long-term business activities, performed through a decentralised organisation. VINCIs employees are vital to the success of its business model. Its operating methods therefore prioritise people over systems, and are based on the view that sustained business success requires an ambitious approach to human resources. As part of its forward-looking management approach to jobs and skills, since 2010 the Group has applied employee development plans, involving an annual appraisal for each Group employee, along with the requirement for entities to carry out a collegial workforce review and implement individual development plans covering areas such as job mobility and training. As a major player in sectors that are highly fragmented and extremely competitive, VINCI works hard to set an example. As a result, VINCI is ranked among the top 10 best places to work for French engineering students according to the UNIVERSUM 2012 survey.
General human resources policy
1.2 Employment
1.2.1 Workforce
At the end of 2012, VINCI had 192,701 employees, up 5.1% relative to 2011, in around a hundred countries. Thanks to a dynamic recruitment and external growth policy, the Groups workforce has grown by more than 21% over the past five years, with European entities representing close to 83% of the total workforce in 2012. The proportion of employees outside Europe increased slightly, from 15.7% of the total workforce to 17.2% in 2012. In the context of a difficult economic situation in Europe, VINCIs businesses are implementing a number of human resources management methods, including more coordination between regional activities and solidarity measures to optimise job transfers between regions and sectors in order to keep pace with changing activities.
Workforce at 31December2012 by geographical area and by business line

Workforce VINCI Autoroutes France United Kingdom Germany Benelux Spain Central and Eastern Europe Rest of Europe Europe excl. France Americas Africa Rest of world Total 8,015 5 81 7,929 5 VINCI Concessions 2,909 1,004 73 116 291 158 86 1,728 1,443 1,355 7,435 VINCI Energies 37,675 709 9,277 3,306 1,164 2,808 3,881 21,145 2,617 1,207 1,361 64,005 1,422 41,193 12,594 2,943 2012 Eurovia 24,234 2,357 4,044 685 416 5,092 VINCI VINCI Immobilier and Construction holding cos. 35,410 6,032 357 3,808 51 4,303 738 15,289 3,396 9,801 7,428 71,324 15 714 11 4 Total 108,871 10,107 13,762 7,919 1,922 12,361 4,705 50,776 10,480 11,008 11,566 729 192,701 % 56.5% 5.2% 7.1% 4.1% 1.0% 6.4% 2.5% 26.3% 5.5% 5.7% 6.0% 100.0% 2011 2012/2011 Total 107,426 9,358 10,716 7,603 2,054 13,121 4,286 47,138 9,926 11,039 7,791 183,320 Change 1.3% 8.0% 28.4% 4.2% (6.4%) (5.8%) 9.8% 7.7% 5.6% (0.3%) 48.5% 5.1%
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report.
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At the end of 2012, VINCIs workforce consisted of 83% managers and 17% non-managers, the same as the previous year. The proportion of female employees was stable at 13% of the total workforce. The percentage of women managers increased. Women accounted for 16.4% of managers (15.8% in 2011) and 13% of non-managers. The number of women managers has increased almost 76% in five years.
Workforce at 31December2012 by category, gender and business line

Workforce VINCI Autoroutes Managers Men Women Non-managers Men Women Total Men Women 1,018 695 323 6,997 4,011 2,986 8,015 4,706 3,309 VINCI Concessions 995 709 286 6,440 4,901 1,539 7,435 5,610 1,825 VINCI Energies 10,923 9,366 1,557 53,082 46,953 6,129 64,005 56,319 7,686 2012 VINCI Eurovia Construction 4,798 4,179 619 36,395 32,948 3,447 41,193 37,127 4,066 15,483 12,911 2,572 55,841 49,739 6,102 71,324 62,650 8,674 VINCI Immobilier and holding cos. 446 295 151 283 91 192 729 386 343 2011 2012/2011
Total 33,663 28,155 5,508 159,038 138,643 20,395 192,701 166,798 25,903
% 17% 84% 16% 83% 87% 13% 100% 87% 13%
Total 31,706 26,696 5,010 151,614 132,323 19,291 183,320 159,019 24,301
Change 6% 5% 10% 5% 5% 6% 5% 5% 7%
Workforce at 31December2012 by age

Workforce VINCI VINCI Autoroutes Concessions Under 25 26-35 36-50 Over 50 Total 281 883 4,241 2,610 8,015 793 2,188 2,971 1,483 7,435 VINCI Energies 6,833 15,922 25,510 15,740 64,005 2012 VINCI Construction 8,137 21,939 27,467 13,781 71,324 VINCI Immobilier and holding cos. 51 207 304 167 729 2011 2012/2011
Eurovia 3,894 9,929 16,810 10,560 41,193
Total 19,989 51,068 77,303 44,341 192,701
% 10% 27% 40% 23% 100%
Total 18,656 48,824 74,327 41,603 183,320
Change 7% 5% 4% 7% 5%
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report.
Over the past five years, the share of the workforce aged under 25 has been maintained at around 10%, which is the sign of a sound age pyramid. Also, the share of the workforce aged over 50 has increased 4.5% over five years. In total the under-25s and the over-50s have increased 7%, which is higher than the overall 5% increase in the total workforce between 2011 and 2012.
1.2.2
In five years, VINCIs workforce has expanded to 192,701 employees in 2012 from 158,628 in 2007. Employee turnover of about 27% per year reflects the expiry of worksite contracts, which is offset by the Groups active recruitment policy adapted to new worksites. In 2012, VINCI hired 52,999 people worldwide, including 23,855 on a permanent basis (9,899 in France). The portion of permanent contracts (unlimited term and site contracts) has risen from 41% to over 45% in two years. VINCIs goal is to accelerate its pace of international hires. During 2012, VINCI again pursued its policy of active recruitment. In particular, 2,309 young people were hired for their first work experience, accounting for 4.3% of all new hires. The proportion of permanent jobs has been stable at about 88% of the workforce over the past five years. Of the Groups 192,701 employees worldwide, 168,738 have permanent jobs. In France, especially in the construction sector, site contracts are considered permanent jobs. At 31December2012, 19,517 people were employed under fixed-term employment contracts. VINCI promotes local employment and encourages career progression within the Group. Intra-Group transfers increased 22%, rising from 2,400 in 2011 to 2,938 in 2012. Group companies support international volunteering programmes that give graduates the opportunity to work abroad, and 194 people were welcomed under these programmes in 2012. The Group had 1,535 expatriate employees at end-2012. The Groups business lines use temporary employees to adjust their labour needs to the pace of their business activities and find new profiles for company hiring. In 2012, 15,206 temporary employees (full-time equivalent) worked for VINCI in France.
Recruitment and departures
1.2.2.1 Recruitment
1.2.2.2
Types of employment contract
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Workforce at 31December2012 by type of employment contract and business line

Workforce VINCI VINCI Autoroutes Concessions Unlimited-term contracts Site contracts Fixed-term contracts Work-study programmes Total Temporary employees (full-time equivalent) 7,772 5 173 65 8,015 36 6,969 418 48 7,435 310 VINCI Energies 58,709 213 2,900 2,183 64,005 7,902 2012 VINCI Construction 54,988 1,307 13,825 1,204 71,324 15,801 VINCI Immobilier and holding cos. 682 26 21 729 29 2011 2012/2011
Eurovia 37,984 109 2,175 925 41,193 4,155
Total 167,104 1,634 19,517 4,446
% 87% 1% 10% 2%
Total 159,525 1,171 18,477 4,147 183,320 27,267
Change 5% 40% 6% 7% 5% 4%
192,701 100% 28,233 15%
Worldwide intra-Group transfers

2012 VINCI Autoroutes Transfers within a business line Transfers to another business line Total 30 14 44 VINCI Concessions VINCI Energies 26 12 38 1,624 69 1,693 Eurovia 370 3 373 VINCI VINCI Immobilier and Construction holding cos. 761 20 781 1 8 9 Total 2,812 126 2,938 96% 4% 100%
1.2.2.3
Reasons for departure The Contracting business lines (Energy, Roads and Construction) execute their projects at temporary worksites and over a relatively short period. They traditionally employ a large number of people whose contracts expire once the project is completed or who seek employment with another local company to avoid having to move. In the Concessions business, and particularly in the Motorways business line, seasonal variations in activity also explain the relatively large proportion of expired contracts.
Departures by business line (*)

Workforce VINCI Autoroutes Expired contracts (**) Resignations Redundancies Dismissals Other reasons (***) Total 7,390 65 65 80 7,600 VINCI Concessions 882 725 103 240 96 2,046 VINCI Energies 3,259 3,228 720 1,722 912 9,841 2012 VINCI Construction 12,585 3,646 834 2,163 1,162 20,390 VINCI Immobilier and holding cos. 35 23 1 7 12 78 2011 2012/2011
Eurovia 3,205 1,720 899 792 825 7,441
Total 27,356 9,407 2,557 4,989 3,087 47,396
% 58% 20% 5% 11% 6% 100%
Total 26,849 10,213 2,290 4,620 4,526 48,498
Change 2% (8%) 12% 8% (32%) (2%)
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report. (*) Excluding changes in consolidation scope. (**) Expiry of fixed-term, site or work-study contract, or retirement. (***) Includes termination during trial period, partial loss of business and mutually agreed contract termination (for France).
1.2.2.4
After a period of intense recruitment, some business activities must now contend with restructuring in the context of the economic and financial crisis. Since VINCIs operations cannot be relocated, senior management and human resources managers work together to ensure economic and social solidarity through job mobility and redeployment plans, which are facilitated by the Groups extensive presence. Similarly, when VINCI makes an acquisition, it strives to retain staff whenever possible, since they are the guardians of valuable skills and expertise needed to leverage Group synergies, share resources and drive networking. Some Group companies occasionally implement redundancy plans or redeploy employees. VINCIs Human Resources Department and local HR managers regularly review sites that are experiencing business or employment difficulties.
Workforce reduction and employment protection plans, redeployment efforts, rehiring and support measures
1.3
1.3.1
Organisation of working hours

Working hours in all VINCI Group companies are subject to each countrys legal requirements and collective bargaining agreements. In 2012, employees worked almost 328million hours. There were 14million overtime hours, representing 4% of the total worked. Compared with 2011, overtime hours worked fell 16%.
Hours worked and overtime
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Hours worked and overtime

2012 Managers Total hours worked Of which overtime Number of part-time employees (*) 54,904, 384 387,667 715 Non-managers 272,927,257 13,272,764 5,295 Total 327,831,641 13,660,431 6,010 2011 Total 314,593,387 16,284,851 4,885 2012/2011 Change 4% (16%) 23%
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report.. (*) Methodology reviewed in 2012.
1.3.2 Absenteeism
Employees were absent from work for 3.4million calendar days in 2012. Non-occupational illnesses accounted for 59% of these absences. Days absent represented 8% of the 44million days worked worldwide, of which over 23million in France. The change in data between 2011 and 2012 is partly explained by a change in the calculation method.
Days of absenteeism by cause

2012 VINCI Autoroutes 109,044 6,838 1,395 1,567 14,683 26,671 160,198 VINCI Concessions 48,299 6,581 1,268 12,320 181 16,066 84,715 VINCI Energies 702,246 45,951 10,357 16,078 64,793 6,383 156,784 1,002,592 VINCI Immobilier VINCI and holding Eurovia Construction cos. 528,373 40,501 7,911 21,205 39,322 7,839 337,019 982,170 586,193 87,180 9,418 19,374 79,215 43,358 313,990 1,138,728 5,473 5 14 2,449 1,276 9,217 2011 2012/2011
(In number of calendar days) Non-occupational illness Work accident Commuting accident Occupational illness Maternity/paternity leave Short-time work Other cause Total
Total 1,979,628 187,056 30,363 58,224 212,782 57,761 851,806 3,377,620 59% 5% 1% 2% 6% 2% 25%
Total 1,961,314 210,477 34,868 64,550 182,732 38,443 667,655
Change 1% (11%) (13%) (10%) 16% 50% 28% 7%
100% 3,160,039
1.4
1.4.1
See also page 28 of this annual report Manifesto commitment number 8: Share the benefits of our performance together
Remuneration, social security payments and employee savings
The remuneration policy is based on common principles of allowing employees to take part in their companys success through profit-sharing and incentive plans that reward individual performance. It is in keeping with the Groups decentralised management structure. These principles are implemented through different means in the various countries where VINCI operates, in accordance with national contexts, laws and regulations. Employee remuneration takes different forms: wages, bonuses, profit-sharing, incentive plans, employee share ownership, insurance and retirement plans, and other company benefits. VINCI supports all of these. All employees, regardless of position, are rewarded in accordance with their responsibilities and performance. At the end of 2012, 92% of employees in France benefited from incentive plans and/or profit-sharing agreements. In total, VINCI employees in France shared in the Groups growth and success through the distribution of 163.4million under profit-sharing and incentive plans, which represents 3million or 2% more than five years ago. On 22 May 2012, VINCI signed a Group-wide agreement which enabled each employee to receive a profit-sharing bonus of 367. The agreement was signed, for the second year running, with the majority of the trade unions in France (CFDT, CFTC, CFE-CGC). The bonus, which was the same for each employee regardless of his or her basic salary, was paid in July to employees of Group companies controlled by VINCI. The Group exceeded its statutory obligations by paying the bonus to those working at companies with fewer than 50 employees (around 100,000VINCI staff). This bonus payment amounted in total to 36.3million for the Group, compared with 33.7million in 2011.
General policy
Employment benefits and employee share ownership

(in millions) Incentive plans Profit-sharing Welfare Employer contribution Profit-sharing bonus Total 2012 71.0 98.3 39.8 97.3 36.3 342.7 2011 82.2 99.2 38.4 93.9 33.7 347.4 2012/2011 change (14%) (1%) 4% 4% 8% (1%) of which France 2012 66.7 96.7 35.2 96.5 36.3 331.4 of which France 2011 74.5 98.2 33.3 93.9 33.7 333.6 2012/2011 change (10%) (2%) 6% 3% 8% (1%)
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1.4.2
Payroll expenses totalled 6 billion in 2012 (5.6 billion 2011), equal to 15.5% of revenue in 2012 (15.3% in 2011). Payroll-to-revenue has remained stable in the past five years. Remuneration and social security payments vary widely from country to country. There is also a high level of disparity between the salary scales (pay gaps) of the manager and non-manager categories. The level of social security payments also varies radically from country to country. VINCI presents these consolidated figures for the world and France. For France, the presentation shows more precise segmentation: managers; office, technical and supervisory staff; and manual workers. Figures designate gross annual averages in thousands of euros.
Remuneration and social security payments
Remuneration and social security payments worldwide

Total (in thousands) Average VINCI salary Men Women Social security payments 2012 31.2 31.6 28.8 39% 2011 30.9 31.3 28.2 40% Managers 2012 58 60 44 41% 2011 55 58 43 43% Non-managers 2012 26 26 25 38% 2011 26 26 24 38%
Remuneration and social security payments in France

Total (in thousands) Average VINCI salary Men Women Social security payments 2012 35 36 33 49% 2011 35 35 32 49% 2012 61 64 48 51% Managers 2011 60 63 47 51% 2012 31 32 28 51% Office, technical and supervisory staff 2011 31 32 27 50% 2012 26 26 24 45% Manual workers 2011 26 26 23 45%
1.4.3
Employee savings plans
VINCI continued its employee savings efforts, carrying out three share issues during the year as provided for under the terms of its Group Savings Scheme in France. The regularity of share issues ensures the strength and continuity of this scheme, which has been available to employees since 1995.
Employee investment in the Castor fund, which invests exclusively in VINCI shares, is encouraged through a 10% discount on VINCIs share price and a sliding scale of employer contributions aimed at encouraging savings by the lowest-paid employees. Employer contributions in 2012 were as follows: 100% up to 1,000; 70% from 1,001 to 3,000; 25% from 3,001 to 5,000; 10% from 5,001 to 11,000. The maximum employers annual contribution per employee is thus 3,500 (see also page 237 of this report for information on 2013). The total employers contribution was 96.5million for France in 2012. Employees owned almost 10% of the Groups share capital at the end of 2012, their confidence in VINCIs future making them once again collectively its largest shareholder. At the end of September 2012, around 112,285 employees owned shares in VINCI through one of the Groups investment funds. The average portfolio was worth about 17,000. Created in April 2011, VINCIs Employee Shareholders Circle provides a new perspective on the Group through discussions between employee shareholders. The Circle boasted 10,800 members at 31December2012. During the year under review, VINCI continued to promote Rediscover your city events, a concept highlighting the role of its businesses in the development of major urban conglomerations. Almost 800 members went on cruises organised in Paris, Bordeaux and Lyon, and the first discovery visit was organised in Marseille on 29 September. The trips to discover VINCI projects were appreciated, with 40 people attending the visit to the A89 worksite, 180 going on the two visits to the Stade de France and 40 visiting the MMArena in Le Mans. The Circle offers a toll-free phone number and a secured and personalised space on VINCIs Internet and intranet websites. Employee shareholders may use these facilities to register as Circle members or participate in events. The twice-yearly newsletter En Direct keeps readers informed of Group events and news. To support its international business development, VINCI wanted to extend its employee savings arrangements by giving employees in countries other than France the chance to acquire (directly or indirectly) VINCI shares at preferential prices and thereby give them a greater interest in VINCIs financial performance and growth. In 2012, a plan was initiated to benefit employees of subsidiaries in which VINCI owns more than a 50% stake in 14 countries (the employees must have been with the Group for at least six months). The plan covers around 300 subsidiaries and 45,000 employees. Subject to holding their shares for three years (five years in the UK), employees may receive an employer contribution from VINCI in the form of a bonus share award, deferred for three years to avoid initial taxation (with exceptions) and dependent on employees remaining with the Group for the required time period. The countries concerned are Belgium, Canada, the Czech Republic, Germany, Morocco, the Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Switzerland, the UK and the USA.
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Total employee participation came to nearly 25%. In view of this plans success, VINCI has decided to reinitiate a similar plan in 2013 with coverage extending to five other countries, depending on legal feasibility: Austria, Brazil, Chile, Indonesia and Luxembourg. This will increase the plans coverage to 60% of employees based outside France. The Groups collective retirement savings plan, Perco Archimde, came into force in December 2010 in France following the collective agreement with French trade unions CFDT, CFE-CGC and CFTC on 25 June 2010. It rounds out the Group Savings Scheme, and is gradually gaining in popularity. This new plan was established to allow employees to offset reduced income from mandatory pension plans and to save for retirement under more attractive terms than they could obtain individually. It allows them to: receive a lump-sum payment or an annuity upon retirement; manage their investment themselves or opt for guided management; select from a wide range of investment vehicles in accordance with their particular savings or investment profile. VINCI makes 50% matching contributions, limited to 200 a year for an employee contribution of 400. At end-September 2012, about 18% of employees had joined the Perco Archimde plan, 67% of whom were under the age of 50. The average portfolio value of nearly 874 represents an increase of 43% over 2011; 62% of investments were being managed by employees themselves, with 38% opting for guided management.
1.5
1.5.1
Labour relations and collective bargaining agreements

VINCIs policy regarding dialogue between management and labour reflects its fundamental principles: recognising the role played by trade unions in the Group and the right of employees to belong to a union; achieving a constant balance between union involvement and close links with professional activities; facilitating communication and meetings between trade union representatives and employee representative bodies; ensuring that employee and trade union representatives are properly informed and trained by involving them in the Groups major initiatives (e.g. in the areas of health, safety, sustainable development, gender equality, and employing people with disabilities); and working to foster communication and collective bargaining worldwide. As laid down in the Groups new Manifesto, dialogue between management and labour is of capital importance to the discussion of and implementation of its commitments. VINCIs decentralised organisational structure enables it to maintain dialogue between management and labour at all levels throughout the Group. In 2012, 8,181 employees around the world served as employee representatives (including 7,431 in France). An overall budget of 205,000 is distributed between all the unions as a function of their membership with the aim of assisting them and giving them the means of representing the staff. In those countries that have not ratified the International Labour Organisations conventions on trade union rights, VINCI companies are working to give employees the means of expressing themselves. QDVC in Qatar, for example, has set up an experimental forum that enables workers to express themselves through identified representatives.
General policy regarding dialogue between management and labour
1.5.2
Employee representative bodies strengthen dialogue between management and labour by working locally with the various organisations that oversee occupational hygiene, health, safety and working conditions. A number of organisations covering specific cases or national situations have been set up to complement individual companies employee representative bodies. France, for example, has a Group Works Council comprising representatives from over 50 entities. It meets at least twice a year and receives information about the Groups business and financial situation, employment trends and forecasts, and health and safety actions at Group and company levels. It is kept informed of the economic and business outlook for the coming year and has access to the Groups consolidated financial statements and the associated Statutory Auditors reports. It is also informed, prior to any decision, of any significant projects that may affect the Groups consolidation scope or its legal or financial structure, and of their potential impact on employment. In certain business lines, bodies have also been established for each business activity; VINCI Energies, for example, has created two extra employee representative bodies in order to ensure the continuity of dialogue between management and labour. The European Works Council takes up discussions within these various local or national organisations at the European level. The councils mandate, renewed in 2010 under an agreement unanimously approved by all unions, is composed of representatives from 17 countries in which VINCI operates: Austria, Belgium, the Czech Republic, France, Germany, Greece, Hungary, Luxembourg, the Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland and the United Kingdom. The role of the council, which meets once a year, is to ensure that the employee representatives of the Groups subsidiaries in the European Economic Area and Switzerland are properly informed and consulted.
Employee representative bodies
1.5.3
VINCI companies observe the laws and regulations of the countries in which they do business. Operational managers are assisted by human resources managers, who propose the most appropriate solutions in compliance with local requirements and VINCIs commitments to observe trade union freedoms. Since 89% of the Groups business is in Europe, the European Works Council is the prime guarantor of freedom of association and the right to organise. The collective agreements negotiated and signed by VINCI companies are a concrete example of the Groups decentralised approach to human resources management, which takes account of the realities on the ground and aims to improve working conditions, health, safety and the organisation of working hours. In 2012, 1,347 collective agreements were signed, with 242 of them being outside France. An agreement to promote dialogue between management and labour within the French companies of the VINCI Group was signed with labour representatives on 16 December 2011, affirming consultation with employee representatives as one of VINCIs core values. The agreement provides for an improvement in information forwarded to employee representatives and for assistance for them during and following the expiry of their terms. A joint commission has been set up to offer an alternative to disputes about restrictions on exercising terms of office to represent staff. At the end of the term of office, the representatives have the possibility, under certain conditions (commitments and length of term of office), of taking a training course that will lead to a qualification enabling them to make use of the skills acquired.
Trade union freedoms
1.5.4
Collective agreements in 2012
145
Among major achievements in 2012, over 12% of agreements relate to diversity and equality (up 63% from 2011).
Collective agreements by category

2012 Flexible work arrangements Equality and diversity Union rights Training Workforce planning system Health and safety Welfare Remuneration and benefits Pensions Other Total 144 163 77 14 25 112 54 700 16 42 1,347 Portion of total agreements 10.7% 12.1% 5.7% 1.0% 1.9% 8.3% 4.0% 52.0% 1.2% 3.1% 100.0% 2011 95 100 43 17 36 81 54 595 24 34 1,079 2012/2011 change 51.6% 63.0% 79.1% (17.6%) (30.6%) 38.3% 0.0% 17.6% (33.3%) 23.5% 24.8%
1.5.5
In 2012, employee absences due to strikes totalled 8,702 days (of which 3,729 in France), equal to fewer than 0.1% of total days worked. Salary demands were the main cause of the strikes.
Collective conflicts
1.6
1.6.1
See also page 25 of this annual report Manifesto commitment number 5: Strive for zero accidents together Achieving zero accidents remains VINCIs priority and all employees are working to that end. The goal, reiterated in VINCIs new Manifesto, applies not only to VINCI employees, but also to temporary staff and anyone else working on a VINCI site, including the employees of joint contractors and subcontractors. The Group encourages and supports its subcontractors and suppliers in this effort; it also shares its resources with them and involves them in safety actions. In five years, this approach has reduced the frequency of lost-time accidents by 23% and their severity by almost 7%. In 2012, the Group put particular emphasis on staff from temporary employment agencies. The agencies were selected as partners in 2011 through the negotiation of a framework contract covering the entire Group in France. They were required to provide the first non-financial information attesting to their compliance with the efforts agreed upon and actually carried out vis--vis their personalised improvement plans provided by VINCI. The resultant measures will be examined following the implementation of the contract in order to gauge the progress of each agency, notably with respect to health and safety. Eurovia organised for the first time simulation exercises with Frances civil defence force, which intervenes in times of major disasters in France and the rest of the world. The six scenarios proposed sharply heightened employees awareness and provided the opportunity to assess the quality of the business lines internal procedures. VINCI Autoroutes launched a Scurit 100% chantiers (100% worksite safety) programme with the goal of achieving zero accidents at all sites where it is in charge of works. A seminar at the end of September brought together some 60 occupational health and safety specialists to exchange their experiences in other business sectors and thereby bring change to practices. In the United Kingdom, all VINCI plc employees participated in a Take a Break for Safety day to discuss and identify innovative solutions between the Groups various business units. VINCI Construction France also organised at all its worksites a safety day involving more than 18,000 employees on 1,763 sites. Over 400 senior managers participated in 23 theme-based events in 2012 in order to promote cross-business sharing of know-how and best practices.
Health and safety
General health and safety policy
1.6.2
The main objectives of the Groups health and safety policy are to anticipate and prevent occupational health and safety hazards (including psychosocial risks and harassment); to ensure the quality of hygiene, health, safety and living conditions in the workplace; and to redeploy employees who have suffered an occupational accident or illness. VINCIs health and safety policy is led by a coordination system that includes all the health and safety coordinators in the Groups business lines and divisions worldwide. Its aim is to foster the sharing of best practices, improve the reliability of health and safety indicators, and examine new ways of enhancing performance in keeping with the specific situation of each business activity. The establishment of a policy for managing near accidents at Eurovia and the exemplary no accidents day at VINCI Construction France were among the highlights of 2012. Actions to promote health and safety include substance-abuse awareness, training and employee support campaigns; ergonomic studies of workstations; equipment adaptation and mechanisation; improvements to worksite organisation; and employee training to prevent musculoskeletal disorders and other occupational illnesses.
Health and safety of VINCI employees
146
Lost-time work accidents affecting VINCI employees

Number of days lost through occupational illness and its severity rate at VINCI companies
Group 2012 Lost-time accident frequency rate (*) Lost-time severity rate (**) Percentage of companies with zero lost-time accidents 8.60 0.57 63% 2011 10.30 0.67 60% 2012/2011 change (16.5%) (14.9%) 2012 11.62 0.89 58% of which France 2011 13.32 1.05 54% 2012/2011 change (12.8%) (15.2%)
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report. (*) Lost-time accident frequency rate = (number of lost-time accidents x 1,000,000)/number of hours worked. (**) Lost-time accident severity rate = (number of days of time off due to work accidents x 1,000/number of hours worked.
Frequency and severity rates of lost-time accidents by business line

Frequency rate 2012 Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction Group 9.77 9.85 9.69 8.54 8.21 7.43 9.39 8.60 2011 10.44 11.41 9.62 10.31 9.77 8.41 11.74 10.30 Severity rate 2012 0.57 0.62 0.52 0.57 0.46 0.57 0.66 0.57 2011 0.47 0.66 0.30 0.69 0.61 0.64 0.78 0.67
The proportion of companies reporting no accidents has risen from 47% to 63% in five years. Occupational illnesses were responsible for 2% of total days of absence in 2012 (as in 2011), representing 58,224 days of the 44million worked. Number of days lost through occupational illnesses and its severity rate at VINCI companies
Group 2012 Days lost through occupational illness Occupational illness frequency rate (*) Occupational illness severity rate (**) 58,224 2.46 0.18 2011 64,550 1.03 0.21 2012/2011 change (9.8%) 138.8% (14.3%) 2012 57,590 4.93 0.35 of which France 2011 61,366 1.96 0.38 2012/2011 change (6.2%) 151.5% (7.9%)
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report. (*) Occupational illness frequency rate = (number of occupational illnesses recognised x 1,000,000)/hours worked. (**) Occupational illness severity rate = (number of days lost through occupational illness x 1,000)/hours worked.
1.6.3
As an absolute priority for VINCI, the zero accident policy also applies to temporary staff. Under the terms of framework agreements, temporary employment agencies participate directly in the Groups health and safety policy. These agencies were selected on the basis of criteria including the health and safety of temporary staff, and they implement improvement plans. The substantial difference between the accident frequency rates of VINCI employees and temporary staff reflects differences in the jobs performed, in technical know-how and experience, and in safety awareness and culture. Reports on work accidents involving temporary staff enable concrete action to be taken to prevent them from recurring. These measures reduced the accident frequency rate of temporary staff in VINCI companies in France by 4.3% in 2012 compared with 2011.
Health and safety of temporary staff
147
Lost-time work accidents involving temporary staff by business line

Accident frequency rate in France (*)
2012 Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction Total 6.85 0.00 7.90 27.62 22.36 22.67 33.22 27.20 2011 14.44 8.19 16.54 28.70 24.79 21.33 34.82 28.42 2012/2011 change (52.6%) (100.0%) (52.2%) (3.8%) (9.8%) 6.3% (4.6%) (4.3%)
(*) Temporary staff lost-time accident frequency rate = (number of lost-time accidents involving temporary staff x 1,000,000)/number of hours worked by temporary staff.
1.6.4
Subcontracting accounted for 7.46 billion in 2012, around 19% of revenue. In VINCIs business lines, subcontracting is multifaceted with a diversity of levels, and some VINCI companies also act as subcontractors. Under such complex circumstances, many VINCI companies have signed framework contracts with their subcontractors. The zero accident policy is in all of these contracts and arrangements. Special clauses covering accident prevention require, for example, that personal protective equipment be worn, work accidents reported and any change in work hazards notified. In a separate initiative, Cofiroute has prepared a guidebook of best safety practices for its subcontractors. The ASF group has set up a contractor zero accident policy that sets out 10 rules to be followed from design to operations in order to enhance H&S monitoring at the worksites they manage. At VINCI plc, Step-up training has helped heighten the awareness of more than 2,000 British employees and made it possible to reduce accident frequency 40% since 2010. This tool is also used with 40 Group subcontractors.
Subcontractor health and safety
1.6.5
As part of its health and safety policy, VINCI negotiates and enters into specific agreements with trade unions and employee representatives on subjects related to improving staff working conditions, thereby enhancing the overall performance of Group companies. One of the main subjects of collective bargaining in 2011 was the prevention of factors that make work more arduous, with the aim of optimising working conditions in VINCI businesses.
Health and safety agreements
1.7 Training
1.7.1
See also page 27 of this annual report Manifesto commitment number 7: Promote sustainable careers together
The Group is pursuing its goal of offering career and personal development opportunities to all its 192,701 employees to develop in each of its markets the professional know-how and personal life skills to best respond to clients needs and be their best partner. Given its decentralised organisation and determination to generate synergies in its business activities, skills development is concentrated in two areas. Each business line has set up internal training centres adapted to its businesses and needs: the Cesame centres (VINCI Construction); the VINCI Energies Academy, which absorbed Cegelec Group University; the Road Industry Training Centre (Eurovia), one of whose sites celebrated its 20th anniversary in 2012; the VINCI Park School (VINCI Concessions), and Parcours ASF and Cofiroute Campus (VINCI Autoroutes). Training reflects actual operations in the Groups various countries as closely as possible. In international operations during 2012, VINCI Construction Grands Projets opened three new worksite schools: in Chile (the El Teniente mine); in Malaysia (the Berjaya Central Park in Kuala Lumpur); and in Turkmenistan (government headquarters). Soletanche Freyssinet initiated training for project managers with the aim of developing international standards in the management of specialised civil engineering projects, be it in safety, quality or profitability. More than 120 interns from some 15 countries have already followed this programme, which will include 400 engineers representing 30 nationalities between now and 2014. The VINCI Energies Academy has established a dozen training programmes in Brazil, all led by local trainers. In addition to training centres for specific business lines or divisions, the VINCI Academy provides training to executives in order to support the Groups international development and promote synergies. A club has also been set up to give training centre managers an opportunity to share experiences and pool resources. Additional e-learning sites were opened in 2012 at Soletanche-Bachy, Freyssinet, VINCI Construction Terrassement, VINCI Construction UK and VINCI Airports, following the establishment of those of the VINCI Academy, VINCI Energies Academy, and of the training centres of Eurovia and VINCI Construction France in fourth quarter 2011 on a shared platform. VINCI has maintained its proactive policy regarding work-study programmes by signing a Charter in favour of training through work-study programmes with Frances ministry for apprenticeships and professional training. By signing this charter, VINCI made nine commitments: to increase the number of young people on work-study programmes; to promote their integration into the workforce; to involve staff to enhance the image of work-study programmes; to develop mentoring; to reduce drop-out rates from work-study programmes; to involve higher education institutions and elite universities; to create favourable conditions for the development of work-study programmes; to provide information and raise awareness; and to promote and disseminate best practice.
General training policy
148
1.7.2
In 2012, an average of 16 hours of training per employee was provided within the Group, with managers receiving 20 hours and non-managers 15. Almost 167million was spent on training in 2012; 3million hours of training (up 7% relative to 2011) were devoted to technical and health and safety matters. In 2012, environment training increased almost 5%, and diversity training more than 45%. VINCIs goal is to foster the professional development of all its employees by providing each of them with personalised training. This goal was confirmed in 2012, when 116,484 employees received training.
Training initiatives
Expansion of in-house training centres

Business line Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction Total VINCI Energies Academy, Cegelec Group University Road Industry Training Centre Cesame, Eugne Freyssinet Centre Campus Cofiroute, Parcours ASF VINCI Park School Training centre Number of training hours in 2012 185,865 160,220 25,645 533,506 136,029 97,842 299,635 719,371 2012/2011 change 14.2% 12.0% 30.5% (7.0%) (9.1%) (0.0%) (8.2%) (2.3%) Number of trainees in 2012 20,791 18,573 2,218 29,888 9,703 3,127 17,058 50,679 2012/2011 change 15.7% 14.1% 30.9% (3.6%) 2.4% 14.5% (9.3%) 3.4%
Breakdown of training hours by subject and by number of hours

2012 Managers Technical Health and safety Environment Management Admin and support Languages Diversity Other Total Hours of training per employee 238,891 142,385 10,889 106,216 100,370 49,736 3,612 17,535 669,634 20 Nonmanagers 1,106,252 849,188 33,094 86,164 148,091 82,047 11,629 52,565 2,369,030 15 Men 1,208,633 923,382 36,922 163,534 158,181 89,582 11,647 53,735 2,645,616 16 Women 136,510 68,191 7,061 28,846 90,280 42,201 3,594 16,365 16 Total 1,345,143 991,573 43,983 192,380 248,461 131,783 15,241 70,100 16 44.3% 32.7% 1.4% 6.3% 8.2% 4.3% 0.5% 2.3% 100.0% of which France 868,921 719,079 23,177 123,195 170,739 52,228 9,258 22,937 1,989,534 18 2011 Total 1,291,801 852,542 46,133 185,999 238,823 127,171 10,481 84,626 2,837,576 16 2012/2011 Change 4.1% 16.3% (4.7%) 3.4% 4.0% 3.6% 45.4% (17.2%) 7.1% 0.0%
393,048 3,038,664
More than 5,500 young people received training under work-study programmes within VINCI in 2012. The Group especially encourages handing on expertise from one generation to the next, particularly through mentoring. At VINCI Construction France, 300 highly experienced and skilled workers, site managers, team managers and engineers (a 20% increase from 2011) have acquired Master Builder status and are committed to passing on their knowledge. At ASF, 399 in-house trainers, of which seven technical safety trainers and 79 mentors, provide training.
1.8
1.8.1
See also page 26 of this annual report Manifesto commitment number 6: Foster equality and diversity together In this area, VINCI is pursuing the pioneering policy it adopted in 2004, which is based on preventing any type of discrimination in its hiring, training, promotion and remuneration of employees and in their working conditions, as well as ensuring equality for everyone, with a special focus on gender equality, people with disabilities, people from an immigrant background and people over the age of 50. In a speech before 180 executives, operational managers and human resource managers from many Group countries, at the in-house diversity day on 5 April 2012, the Groups chairman and chief executive officer reiterated his convictions and VINCIs commitment and priorities to diversity. The heads of the Groups business units, backed by the comments and experiences from four other major companies, led discussions about the days key point, the sharing of best practices. For the second year in a row, diversity was the second main topic of dialogue between management and labour. The number of collective agreements signed on diversity and equality more than doubled, rising from 43 in 2010 and 100 in 2011 to 163 in 2012, amounting to 12% of all agreements. Self-diagnosis and audits VINCIs sustainable development self-diagnosis method, Advance, makes it possible for the management bodies of Group companies to assess their performance and establish a shared diagnosis of efforts to promote diversity and prevent discrimination (among other things). It enables entities to identify their weak points and establish their own improvement plan. The results of the various 2012 self-diagnoses show that the overall drive to promote diversity has been launched, but that close and continuous tracking, backed by the use of management tools, is required.
Equality and diversity
General policy for promoting diversity and preventing discrimination
149
The self-diagnoses are supplemented in the case of some subsidiaries by in-house audits or outside accreditations, enabling them to implement their improvement plans. In 2012, for example, VINCI plc was awarded the British Investors in Diversity (IiD) award scale 2 (on a scale of3). VINCI plc is thus becoming one of the first construction firms in the UK to be recognised at this stage of maturity for its promotion of diversity, equality and inclusion. In France, Fourni Grospaud Synerys of VINCI Energies was awarded diversity accreditation. Diversity network In 2011, VINCI set up a worldwide network of diversity coordinators and trainers, with the aim of implementing the Groups policy at the local level by strengthening links between VINCIs business activities and geographical areas and by promoting best practices. At the end of 2012, the network consisted of 75 people, most of whom are human resources managers and operational managers. Each member of the network attended a three-day in-depth training course, covering both theory and practice. It included a review of discrimination concepts, the various dimensions of diversity, key factors for action and progress, ways to promote a diversity policy, and training skills. New tools are regularly created and provided to coordinators and trainers. For example, there is the diversity booklet, published in English and French, consisting of 250 best practices identified within the Group, diversity self-assessments, quizzes and diversity newsletter. This booklet enables coordinators and operational managers to identify the steps towards successful diversity management. Diversity training Diversity training, included as part of the training programme for the Groups operational managers, continued, with 15,241 hours provided in 2012. Furthermore, surveys of managers who had taken part in this programme showed that they had a better understanding of how stereotypes can influence their decisions. To make progress in this area, VINCI is an active member of Frances Managers for Diversity (AFMD), the corporate social responsibility monitoring agency (ORSE), and the Institut du Mcnat de Solidarit (IMS). VINCI frequently contributes to public discussions on this subject.
1.8.2
VINCI has the objective of achieving a significant improvement in its gender mix. In particular, it intends to increase the proportion of women in managerial roles to 20% by 2015, from 16.4% in 2012. A plan of action was prepared in 2012, addressing VINCIs attractiveness and recruitment methods, as well as its career development opportunities. To enhance the appeal of Group business lines, VINCI continues to participate in the Capital Filles programme, which provides mentoring to young female students in disadvantaged areas. The programme also encourages apprenticeships, enabling these students to discover and learn about businesses of the future, as well as scientific and technical roles traditionally filled by men. In 2012, VINCI boasted 65 mentors between the companies of VINCI Construction France and Eurovia, helping schoolgirls in nine school districts in France. A second programme was established in 2012 in order to increase the Groups appeal among higher education students: VINCI set up a network of Group Ambassadors and staff, mainly engineers, with the aim of promoting business lines by talking to students about their own career paths, mainly in engineering schools, during meetings or discussion conferences, on or off campus. The network, which is poised for expansion, counted 24 ambassadors in its first year. Women employees by business line and percentage of total business in workforce
2012 Managers Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier and holding cos. Total 609 323 286 4,748 1,557 619 2,572 151 5,508 30% 32% 29% 15% 14% 13% 17% 34% 16% Non-managers 4,525 2,986 1,539 15,678 6,129 3,447 6,102 192 20,395 34% 43% 24% 11% 12% 9% 11% 68% 13% Total 5,134 3,309 1,825 20,426 7,686 4,066 8,674 343 25,903 Percentage of women 33% 41% 25% 12% 12% 10% 12% 47% 13% 5,262 3,451 1,811 18,715 7,049 3,932 7,734 324 24,301 2011 2012/2011 Change (2%) (4%) 1% 9% 9% 3% 12% 6% 7%
Measures to promote gender equality
1.8.3
The Groups strategy has two main strands: the redeployment of staff no longer able to perform their current roles and the hiring of disabled people. There is a further strand in France, i.e. increasing the use of companies and non-profit organisations that specifically employ people with disabilities. In meeting VINCIs commitments, the various business lines adopt strategies appropriate to their organisations. The commitment of VINCI subsidiaries to redeploy staff who become unable to perform their current roles resulted in the creation of Trajeoh in 2008. Trajeoh is a nonprofit entity that operates across numerous VINCI companies. Its tasks are to keep these staff in employment and to support Group companies with disability issues. Trajeoh was initially set up in the Rhne-Alps region, before moving into the Greater Paris region in 2010, to south-east France in 2011 and to Normandy in 2012. The entity is financed by VINCIs local subsidiaries, and is also supported by the Groups business lines. In 2012, Trajeohs regional entities carried out 173 initial assessments and provided support to 142 VINCI employees.
Measures to promote the employment and social integration of disabled people
150
The Group Purchasing Coordination unit has responsibility for the strategy of using companies and non-profit organisations that specifically employ disabled people. This unit acts on the Groups wish to increase the amount of work subcontracted to such companies and organisations, as discussed on page 164, in paragraph 3.3.2 Managing relations with suppliers.
Percentage of employees with disabilities by business line

2012 Managers Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier and holding cos. Total 21 16 5 296 143 29 124 7 324 1.0% 1.6% 0.5% 0.9% 1.3% 0.6% 0.8% 1.6% 1.0% Non-managers 461 370 91 3,184 1,593 739 852 11 3,656 3.4% 5.3% 1.4% 2.2% 3.0% 2.0% 1.5% 3.9% 2.3% Total 482 386 96 3,480 1,736 768 976 18 3,980 3.1% 4.8% 1.3% 2.0% 2.7% 1.9% 1.4% 2.5% 2.1% 3.1% 4.6% 1.4% 1.9% 2.4% 1.9% 1.5% 1.6% 2.0% 2011 2012/2011 Change (0.5%) 0.5% (4.5%) 9.2% 19.6% 1.8% (0.5%) 0.0% 7.9%
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report .
In 2012, 5.5million of revenue was awarded to companies with workforces made up primarily of employees with disabilities. This represents an increase of 29% in the last two years.
2. Environment
2.1
2.1.1
See also page 23 of this annual report Manifesto commitment number 3: Promote green growth together
General environmental policy: together for green growth
The implementation of VINCIs environmental policy, Promote green growth together, is built on senior managements commitment, the empowerment of all operational staff within Group companies and open dialogue with public authorities and environmental protection organisations. To manage environmental risks, operational departments rely on a network of over 500 correspondents who ensure that environmental policy guidelines are observed on the ground. These correspondents work in environment, sustainable development and technical departments, coordinating and ensuring the application of VINCIs environmental policy in all aspects of day-to-day work. The Groups Delegation for Sustainable Development oversees this network, organises technical working groups comprising experts from each business line and coordinates the Groups environmental actions, such as the Biodiversity Task Force, a working group on waste management, the Cities and Regions Pivot Club, and the Grand Paris Club. The sustainable development self-diagnosis questionnaire, Advance, is used by all Group companies. Based on the ISO 26000 concept, it enables each subsidiarys Management Committee to check progress and validate its environmental action plan. VINCIs environmental reporting system deals with all of the themes listed in Article 225 of Frances Grenelle II Environment Law. It uses the Groups common financial and social reporting method and is based on guidelines that are modelled on those of the Global Reporting Initiative (GRI) and adapted to the Groups activities. It covers nearly all of the Groups companies and uses around 60 quantitative indicators for measuring performance against key environmental parameters such as the consumption of resources and energy, greenhouse gas emissions, waste and recycling, certification, training, environmental incidents and environmental risk provisions. Environmental reports are prepared using updated methodological guidebooks and procedures that are available on the Groups intranet. The methodological note on page 166 presents a list of these guidebooks and procedures. In 2012, VINCI paid particularly close attention to regulatory developments so that it could comply with new legislation as soon as it came into force.
Environmental organisation
2.1.2
Environmental reporting coverage and scope
Environmental reporting coverage

(as a percentage) Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier and holding cos. Total 99 100 88 100 95 99 100 88 100 94 100 97 85 100 92 2012 worldwide revenue covered 94 2011 worldwide revenue covered 93 2010 worldwide revenue covered 93
151
VINCI broadened the scope of its environmental reporting further in 2012. The increase compared with 2011 corresponds to an additional 2.4billion of revenue covered (up 7%), due mainly to the inclusion of VINCI Constructions international entities and VINCI Airports. Environmental reporting coverage increased further in 2012 to 95% of total revenue generated by companies in the new scope. The remaining 5% corresponds to short-term projects outside France, which are monitored at each worksite but not consolidated at Group level. VINCIs Statutory Auditors have been reviewing the Groups social and environmental reporting system for the past 10 years. Although considerable progress has been made over this period, there is room for further improvement, particularly in the number of indicators and scope of application. In 2012, the Report of the Statutory Auditors expresses limited assurance on a certain number of environmental indicators for the VINCI Group. The indicators are identified by the symbol . The Statutory Auditors carried out interviews and surveys on the application of the guidelines at the following subsidiaries: VINCI Construction Grands Projets, Eurovia, VINCI Autoroutes (ASF), VINCI Construction France, VINCI Energies France, VINCI Energies International and VINCIplc (UK), i.e. at least one entity from each VINCI business line. Environmental data is presented in compliance with Decree No. 2012-557 of 24April2012 on companies disclosure requirements for social and environmental data, in application of Article 225 of Frances Grenelle II Environment Law of 12 July 2010. Having been one of the first companies in France to support voluntary audits of its data, VINCI is continuing its efforts to increase transparency with respect to stakeholders and make this an important element in assessing its performance. The figures presented in this report are consolidated using the same method as VINCI's financial data, with the exception of some VINCI Construction Grands Projets and CFE entities, in particular QDVC and DEME, which are still consolidated on the basis of VINCIs shareholding.
2.1.3
All VINCI companies make efforts to raise awareness of environmental issues. Despite a 5% fall from 2011 to 2012, environmental training hours have more than doubled in the space of five years (up 111%). Environmental training was increasingly incorporated into existing courses (works, studies, operations, etc.) in 2012. Awareness is proactively promoted at worksites (including subcontractors) with the 15-minute environment sessions. This initiative has been rolled out across all activities in the Contracting business in France and is being developed abroad. Environmental training is systematically provided at the Entrepose Contracting and VINCI Construction Grands Projets worksites. Additional training sessions on energy performance, environmental certification (BREEAM, LEED) and the eco-design of buildings and neighbourhoods were provided to meet market expectations in the sustainable city sector.
Environmental training
Environmental training and awareness

Number of hours of training 2012 Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier and holding cos. Group total 9,633 9,514 119 34,346 5,548 18,642 10,156 4 43,983 2011 12,537 11,289 1,248 33,589 6,522 17,741 9,326 7 46,133 2012/2011 Change (23%) (16%) (90%) 2% (15%) 5% 9% (43%) (5%)
2.1.4
Preventing environmental incidents
Each Group entity prepares and updates environmental incident prevention plans that address its specific environmental risks. The most significant projects undergo a preliminary analysis of environmental risks, which serves to determine the equipment and procedures required to prevent or mitigate any such risks. Specific documents and equipment are provided to help prepare for and respond to emergency situations. At VINCI Construction France, for example, engineering and design departments, construction managers and skilled site workers receive environmental risk prevention training tailored to the specific features of their activities. The training covers both regulations and the sharing of best practices. In 2012, VINCI or its subcontractors were involved in six major environmental incidents (eight in 2011). A major incident is defined as one that creates extensive pollution requiring clean-up by external specialists and has consequences stretching beyond the entitys responsibility. Three of the incidents resulted in water pollution, two in soil pollution and one in the spillage of hazardous materials on a road in the United Kingdom. They were all handled in accordance with applicable regulations.
2.1.5
VINCI encourages its companies to obtain ISO 14001 or similar environmental certification to confirm and improve the effectiveness of their environmental management system. Companies in the Contracting business lines continued their efforts in this area in 2012; change including in the integration of new companies and the development of new business activities, for example is analysed over several years. Significant progress was also made towards ISO 14001 certification of operational activities, particularly at VINCI Autoroutes, which has had all its motorways certified as part of its eco-motorway programme, and at VINCI Facilities as part of its Green Facilities offering.
Environmental certification
152
At VINCI Immobilier, all new residential property development projects comprise low-energy buildings associated with environmental accreditations such as HQE, H&E and HPE, or energy-positive buildings such as the Amplia residence, a 66-unit programme located in the Lyon Confluence district. VINCI companies have acquired substantial expertise in meeting a variety of environmental standards, including HQE, BREEAM and LEED. In 2012, VINCI plc delivered the BBC studio complex, the first project of its kind to achieve an Outstanding rating by BREEAM (the highest assessment rating). Meanwhile, VINCI Energies entities have developed an HQE Exploitation service, which has already been implemented in about 30of the buildings they manage. A growing number of Group companies have initiated ISO 26000 certification programmes.
Evaluation and environmental certification

ISO 14001 (as a percentage) VINCI Autoroutes Motorways in service Motorways under construction VINCI Energies Eurovia Production from quarries owned Production from coating plants owned Production from binder plants owned Revenue from the works activity VINCI Construction 58 24 83 28 60 65 30 65 35 60 62.5 39 75 37 59 100 100 25 64 90 22 26 100 24 2012 2011 2010 Scope/base reference France in number of kilometres in number of kilometres France and worldwide France and worldwide in tonnes in tonnes in tonnes France and worldwide France and worldwide
2.2
2.2.1
Conserving resources
In answering the CDP Water Disclosure questionnaire for the first time in 2012, VINCI joined the group of 191 companies worldwide that fulfilled the information request. The Groups water strategy is based on its environmental policy: to include water consumption and pollution prevention in risk analyses, to measure and reduce water consumption resulting from its business activities and products, and to protect water environments and ecosystems. VINCI has created an International Hydraulic Engineering Activity Pivot Club to identify expertise and design new, specific offerings. Group companies monitor water resources particularly carefully. Subsidiaries have adopted a number of specific initiatives to reduce water consumption. Programmes to repair leaking pipes are also being deployed on the entire VINCI Autoroutes network. Of all the VINCI motorways in service, 72% have been equipped with water protection systems, involving either natural protection or structures that address potential problems. The policy for protecting water resources was strengthened by the adoption of the green motorway package in 2010. VINCI plc monitors monthly water consumption on each project with the aim of reducing the volume used. VINCI Construction has introduced a wastewater recycling policy in France. Some 60 concrete mixer washing stations have already been installed on worksites, leading to large reductions in water consumption. Tools developed through the partnership with the Chair in Eco-design enable the water footprint of specific neighbourhoods to be assessed in detail, with particular emphasis given to soil permeability, rainwater harvesting and wastewater treatment. Some subsidiaries are creating specific processes for treating water pollution. Entrepose Contracting has designed Notil, a net used to tow up to 10tonnes of hydrocarbons in the event of an oil spill. Water management is also essential in the design and construction of eco-neighbourhoods.
Protecting water resources
Water consumption (cubic metres of water purchased)

2012 VINCI Autoroutes VINCI Concessions VINCI Energies Eurovia VINCI Immobilier and holding cos. Subtotal (excluding VINCI Construction) VINCI Construction Total 983,073 150,452 327,610 1,673,796 2,064 3,136,995 3,063,297 6,200,292 2011 925,250 103,093 358,040 2,146,399 2,343 3,535,125 4,892,119 8,427,244 91% of VINCI Constructions business, including all or part of VINCI Construction France, VINCI Construction Grands Projets, Sogea-Satom, Entrepose Contracting, Soletanche Bachy, CFE, Freyssinet, VINCI plc Scope ASF, Cofiroute, Escota Stade de France Consortium, VINCI Park France, VINCI Airports (included for first time in 2012) All VINCI Energies companies in France and worldwide Eurovia France and worldwide VINCI Immobilier
153
VINCI is gradually increasing the accuracy of its reporting on water consumption, despite the diversity of its activities. The increase in the Concessions business water consumption is due to the expansion of the scope covered. The 22% fall in water consumption at Eurovia and the 37% fall at VINCI Construction are due to the efforts made to decrease consumption. The extent of these reductions is also due to the wide variety of the types of project carried out in the Contracting business from one year to the next. Measuring water consumption remains very complex. By way of an example, earthworks activities use water mainly for hosing down work areas to reduce the amount of dust produced during works. In Africa, water is often pumped from generators installed near villages simply to provide the communities with water. The water itself undergoes no transformation whatsoever. It either evaporates or runs back to the water table without being polluted. Water consumption is measured based on the fuel consumption of generators. Many businesses use water in this way. Responding to the CDP Water Disclosure questionnaire is thus a sign of the maturity of VINCI companies.
2.2.2
In the Contracting business, raw materials purchasing is decentralised, with purchases monitored on a project-by-project basis and not consolidated at Group level. Efforts focus on purchasing recycled materials of equivalent performance, recycling waste (see paragraph 2.2.8) and sourcing local products. There is also a focus on designing products that use fewer raw materials. The Groups eco-design approach is used by VINCI Construction France for developing housing, offices, student accommodation and other projects. In housing, the Habitat Colonne procedure, used to build about 500 homes in 2012, reduces raw materials consumption by 20%. In the Concessions business, consumption of the main raw materials is monitored and consolidated. In 2012, 1,571,018tonnes of coating were used and 34,902tonnes of de-icing salt were purchased (48,386tonnes in 2011). The wood-related businesses of VINCI Construction France, under the brand Arbonis, generated revenue of 65million in 2012, up 62% on 2010. In 2012, to gain a better understanding of the environmental impact of raw materials, VINCI collaborated with professional groups to prepare life cycle inventories (LCI) of its materials. The Group also played an active role in discussions at the French governments Environmental Conference. Through the partnership with the Chair in Eco-design, post-doctoral research was used to apply European environmental data on the steel and wood used in construction to the construction practices in France based on the Diogen database of civil engineering impact data. As a member of the EcoSD network that promotes expertise in eco-design, VINCI has begun an initiative to compile a French environmental database devoted to the construction sector. VINCI also participates in inter-industry working groups, such as the infrastructure committee of Frances energy, environment and transport observatory (OEET) and the GT41 working group of the French underground tunnel association (AFTES). Soletanche Bachy is contributing to GT41 efforts to develop a life cycle assessment-based methodology for assessing and comparing underground structure building methods, estimating the impact of materials used, making design and construction adjustments and comparing technical solutions.
Raw materials
2.2.3
In 2012, the Group continued to focus on the actual performance of its activities and offers. The measurement of energy consumption resulting from VINCIs activities (worksite equipment, vehicles, infrastructure assets under concession, etc.) was audited at Group level by the Statutory Auditors, who expressed a limited level of assurance in the figures. In France, the 2012 thermal regulations form a major part of the Grenelle Environment legislation and seek to encourage low-energy buildings. The regulations came into force in 2011 for some projects (commercial buildings and housing in urban renewal areas). To meet the new requirements while maintaining costs, VINCI is developing new systems in both the commercial and housing sectors, drawing on VINCI Constructions expertise to minimise energy losses through the building shell and VINCI Energies to install innovative equipment such as all air heating. VINCI is playing a part in preparing the future 2020 thermal regulations, which will consider the building sustainability as a whole, and not merely in terms of energy. Current work is focused on building use and the calculation of overall multi-criteria performance. With its Oxygen eco-commitment, VINCI Construction France guarantees the energy performance of both the new and refurbished buildings it delivers and provides ways for occupants to optimise their energy use. In 2012, 18 Oxygen projects were under development. VINCI Facilities (VINCI Energies) is using its expertise in areas such as energy diagnostics and audits, monitoring and optimisation work to develop Diago energy efficiency contract solutions for its clients. These may involve various levels of service, from adjusting an energy supplier contract to performing major energy-related renovation work. In all cases, clients are guaranteed a certain level of energy savings. VINCI Facilities also uses its expertise to improve its own energy performance, monitoring and managing its energy consumption and raising staff awareness about saving energy. In 2012, energy performance was a major topic discussed in lectures given through the Chair in Eco-design, including during the seminar on 2and 3 October on smart grids, and energy performance guarantee for refurbished buildings.
Energy consumption
154
Total energy (including natural gas, heavy fuel oil and electricity) consumed by VINCI companies in 2012
Total energy (MWh) Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier and holding cos. Total 421,126 253,412 167,714 8,373,575 772,365 3,833,364 3,767,846 3,791 8,798,492 953,095 Natural gas (MWh) 17,914 6,113 11,801 935,181 56,069 845,360 33,752 100,008 28,726 71,282 100,008 Heavy fuel oil (tonnes) Electricity (MWh) 290,058 139,857 150,201 769,495 83,633 357,041 328,821 1,889 1,061,442
For the reporting period, Group energy consumption totalled 227 MWh permillion of euros of revenue. Due to the industrial nature of its business, Eurovia continues to account for a large proportion of total energy consumption. The increase in activity at its lime plant and the inclusion of VINCI Airports in the reporting scope drove natural gas consumption up about 30% on 2011. DEME (CFE subsidiary specialised in dredging) accounts for most of the heavy fuel oil consumption. Electricity consumption, up 6% on 2011, did not rise as fast as the revenue of businesses covered by environmental reporting. Eurovia was the first Group business line to set up an ambitious energy and CO2 reduction plan, including improvements to the energy efficiency of coating plants, quarry equipment and operations buildings. The Groups public works subsidiary is also developing processes that reduce energy consumption. For example, the Tempera warm mix process produces energy savings of 20-40%. Eurovias target is to lay warm mix products on 50% of all its roads by 2015. At VINCI Construction, subsidiary Arbonis specialises in wood-related activities. It sells Sylvabox, a range of wood-framed bungalows featuring enhanced insulation that reduces energy consumption by 80%.
Fuel consumption
Diesel (*) (in litres) Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier and holding cos. Total 2012 10,855,598 10,308,977 546,621 493,115,561 58,157,334 195,576,661 239,381,566 182,960 504,154,119 Petrol 2012 24,642 22,048 2,594 12,221,020 2,675,740 3,966,052 5,579,228 12,245,662 Total 2012 10,880,240 10,331,025 549,215 505,336,581 60,833,074 199,542,713 244,960,794 182,960 516,399,781 2011 10,807,082 10,435,783 371,299 492,989,719 58,060,188 189,917,759 245,011,772 173,400 503,970,201 Change 0.7% (1.0%) 47.9% 2.5% 4.8% 5.1% (0.0%) 5.5% 2.5% Increase in business France and worldwide Increase in business ASF, Cofiroute, Escota VINCI Park in France, Stade de France Consortium, VINCI Airports (included for the first time in 2012) Scope and/or explanation for change
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report. (*) In 2011, the indicator takes into account diesel and heating oil.
With an increase of 2.5%, the Groups total fuel consumption rose less than the revenue covered by environmental reporting (up 7%). This progress results from the continued training in eco-driving of passenger vehicles and trucks and eco-operation of heavy equipment in all of its subsidiaries, in particular at VINCI Construction Terrassement and Eurovia, where all heavy equipment operators in quarries have been trained. Vehicles and equipment are also systematically replaced with more economical versions. In addition to in-house training, VINCI Autoroutes encourages customers to reduce their fuel consumption by organising eco-driving awareness campaigns at motorway rest areas and by developing offers that help make the best use of existing infrastructure. VINCI Autoroutes continued to promote car-pooling in 2012. Located near toll stations, parking facilities make an easy meeting point for drivers and passengers, with nearly 1,000 parking spaces reserved for car-pooling in autumn 2012. VINCI Autoroutes also develops dynamic traffic management solutions by boosting the involvement of users on its roads: real-time information systems that help users save fuel, for example when looking for a parking space at a rest area. This topic was extensively developed at VINCIs 2012 Research Day on 29February. Through the Chair in Eco-design, research is being carried out into the eco-design of parking facilities. The Ecole des Ponts ParisTech, in partnership with VINCI Park, has modelled the balance between supply and demand for city parking in order to design solutions that minimise the time users spend looking for a space (more than 10% of current city traffic).
2.2.4
In 2012, VINCI companies purchased 4,489 MWh of electricity generated from renewable energy sources (2011: 4,385 MWh). VINCI plc (VINCIConstruction) fixed sites in the United Kingdom buy almost all their electricity under renewable energy contracts.
Use of renewable energy
155
Renewable energy-related activity is expanding. The Contracting business companies have expertise in designing, supplying and installing photovoltaic panels. Sonil, a VINCI Construction France subsidiary, specialises in integrating and installing solar panels. The company has completed 30 projects totalling 7,000 m2 or 900 kWp. VINCI Energies business units also have expertise in building photovoltaic power plants. Omexom Energies Renouvelables specialises in the design, contracting, grid access and operation of renewable energy projects. The company is building the 12 MWp photovoltaic farm in Estezargues in the south of France, which features 10,000 m2 of sensors. VINCI Construction is developing technical solutions to industrialise construction and optimise the installation of onshore and offshore wind farms. This was the focus of the Eolift research project, overseen by Freyssinet and winner of the large-scale wind power call for interest launched by Ademe in 2012. VINCI Autoroutes has 2,697 renewable energy devices (excluding heat pumps) generating solar, thermal and wind energy. As concerns the Groups vehicle fleet, various subsidiaries are currently testing hybrid and electric alternatives. In 2012, VINCI Facilities (VINCI Energies) introduced a car-sharing solution combining electric and thermal vehicles at its Buc site in the Greater Paris area. VINCI is a member of a group of major companies that has made a commitment to the public authorities to encourage and support the development and mass production of no-carbon vehicles.
2.2.5
To combat the loss of natural and agricultural resources and to maintain a balance between nature and human amenities, the Group deals with land-use issues at a very early stage. Efforts include research into biodiversity and urban agriculture as part of the Chair in the Eco-design of Building Complexes and Infrastructure. Integrating sites into their environment and land use are subjects of special concern for motorway concessions and for Eurovias quarries. These entities have acquired special expertise in rehabilitation. This enables them to restore the biodiversity of sites and make them an integral part of the local environment. For all infrastructure projects, and particularly for the ToursBordeaux South Europe Atlantic high-speed line project in 2012, the Group worked with local communities and made commitments to the French government. The companies have appointed experts in landscaping and reliefs. The VINCI business lines most concerned with the problem of atmospheric emissions are VINCI Concessions, Eurovia and VINCI Construction. In Concessions, atmospheric emissions were monitored at a sample of 272 VINCI Park, VINCI Airports and VINCI Autoroutes car parks. This revealed that most emissions are generated by users (cars, aircraft, etc.). All VINCI projects are subject to a preliminary noise study to limit the noise generated by urban construction sites, motorway traffic and so forth. Soletanche Freyssinet subsidiary Soldata specialises in noise management. In 2012, it deployed EAR-is, its software that analyses noise and vibration levels in real time and simulates them for construction projects and industrial activities. VINCI companies systematically offer technical solutions during the construction phase, including changing a motorway route, erecting noise barriers and embankments, and using special low-noise road surfacing materials such as Eurovias Viaphone. Noise levels on motorways in France are measured regularly to enable VINCIs motorway concession companies to identify and reduce noise black spots. Homes may then be protected using noise insulation in their facades, or noise barriers or embankments planted with shrubs or trees. As part of the green motorway package, VINCI Autoroutes has committed to providing noise protection to 1,000homes identified as noise black spots between 2010 and 2012. In 2012, 662homes were protected, making a total of 1,141 since 2010. Studies and administrative work were conducted in 2010, with most of the noise-prevention work carried out in 2011 and 2012.
Land use
2.2.6
Air pollution
2.2.7
Noise pollution
2.2.8
VINCIs general policy is based on a circular economy model and focuses on three aims: producing less waste at the source; waste sorting and traceability; and recovering waste to use as a resource. This policy is closely associated with the eco-design strategy used in VINCIs products and services. Waste management is important to both Contracting entities which deal mainly with construction site waste and Concessions entities, which have to dispose of their customers waste (car parks, motorways, etc.). The Groups Contracting companies implement waste management plans at their worksites in accordance with local requirements. In the UK, VINCI companies have joined the national effort to halve the quantity of landfilled waste between 2005 and 2012. In 2012, VINCI plc produced 1,251,146 tonnes of waste, of which over 98% was recycled, reused or recovered, a significant improvement on 2011 (up 80% ). VINCI Energies business units also monitor their waste closely, including paper waste, which totalled 1,057 tonnes in 2011. In 2012, these business units produced 172,078 tonnes of inert waste, 13,501 tonnes of non-hazardous waste and 672 tonnes of hazardous waste. Recycling has been a priority at Eurovia for some 20 years and there is a veritable boom in the development of innovative products and processes that use smaller amounts of natural resources and energy. Eurovia now has 130 facilities that recycle most of the waste produced by its worksites. In 2012, Eurovia set itself the target of exceeding 20% of recycled mix aggregate in its total amount of mix. The percentage is being checked by the Statutory Auditors and has increased by 12.5% over 2011, making Eurovia Europes market leader in this field.
Waste management and recycling
156
Waste recycling and recovery at Eurovia

2012 World Percentage of mix manufactured with recycled mix aggregate Production of recycled material (in millions of tonnes) Total recycled material as a percentage of total aggregate production 12.5 8.5 9.9 2012/2011 change 2% 10% 3% 2012 France 13.1 6.5 11.0 2012/2011 change 26% 3% (26%) 2011 World 12.3 7.7 9.6 2011 France 10.4 6.3 14.9
As part of the green motorway package, 91% of the rest areas along VINCI Autoroutes motorways are equipped with sorting bins (39% in 2011 and 21% in 2010). VINCI Autoroutes also runs regular awareness campaigns to encourage motorway users to sort their waste. Once sorted, waste is delivered to recovery and treatment facilities; 52% of the waste produced by VINCI Autoroutes was recovered in 2012.
Waste sorted and collected on VINCI Autoroutes motorwaysw

(tonnes) Non-hazardous waste (customers + operations) Hazardous waste (customers + operations) Rest areas equipped for waste sorting 2012 13,414 2,158 91% 2011 12,745 572 39%
2.3
Greenhouse gas emissions must be reduced in order to combat climate disruption. In 2007, VINCI initiated a proactive programme on this subject to anticipate, monitor and comply with legislation in the most advanced countries. The impact of current carbon emissions regulations on VINCIs activities is mainly indirect. VINCI has only one facility that is subject to the European emissions trading schemes National Allocation Plan (see page 124) and must comply with the Carbon Reduction Commitment in the United Kingdom. VINCI Autoroutes has undertaken a study of how carbon reduction measures affect its activities. New regulations are opening up opportunities for VINCI, whose companies now offer their customers climate-friendly solutions that enable them to reduce their own greenhouse gas emissions. VINCI committed to green growth in 2012, with a target to reduce greenhouse gas emissions by 30% by 2020. This target covers the Groups like-for-like CO2 emissions and uses 2009 as its base year (the first year when coverage exceeded 90%). The Group is also taking initiatives to reduce its clients energy consumption. The methodology used to determine the greenhouse gas emissions of VINCIs businesses is based on the Groups environmental reporting data and measures ISO 14064 Scope1 and 2 emissions. Scope1 includes direct emissions from the use of fossil fuels (fixed sites, worksites and company vehicles), as well as non-energy emissions (mainly from decarbonising limestone at Eurovias lime plant). Scope 2 includes indirect emissions produced to make energy (mainly electricity) purchased and used at fixed sites and for projects. Overall, VINCIs CO2 emissions in 2012 amounted to 2.4million tonnes. In 2012, 32VINCI subsidiaries applied Article75 of the Grenelle II Environment Law, which requires companies to perform greenhouse gas audits and define action plans to reduce them. The Groups emissions are determined using regulatory coefficients from the carbon database of Ademe (Frances environment and energy management agency). The coefficients were applied to data from previous years and recalculated for a pro forma comparison.
Combating climate change
2.3.1
Greenhouse gas emissions
Greenhouse gas emissions (Scopes 1 and 2)

Tonnes of CO2 equivalent 2012 Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier and holding cos. Total Carbon intensity (tonnes of CO2 equivalent permillion euros of revenue 52,975 37,243 15,732 2,335,503 186,937 1,126,463 1,022,102 605 2,389,083 62 Tonnes of CO2 equivalent 2011 46,198 36,632 9,566 2,217,564 181,543 998,633 1,037,388 600 2,264,361 62 14.7% 1.7% 64.5% 5.3% 3.0% 12.8% (1.5%) 0.9% 2012/2011 change
Data checked by the Statutory Auditors; for the 2012 data, see page 177 of the 2012 Annual Report and for the 2011 data, see page 159 of the 2011 Annual Report. Data extrapolated to cover 100% of VINCIs revenue. 2011 data corrected to take into account the calculation method in Article 75 of Frances Grenelle II law.
157
In 2012, the Groups direct emissions (Scope 1 and 2) permillion euros of revenue were stable in relation to 2011 at 62 tonnes of CO2 eq. VINCIs carbon intensity has continued to decrease since 2009 (71tonnes of CO2 eq.) to stand at 13.3%. Group companies have introduced ambitious policies to achieve the greenhouse gas emissions target by 2020. Eurovias 2012-2015 policy aims to reduce its CO2 emissions by 4% per year. In the UK, VINCI Construction has set a target to reduce emissions by 30% between now and 2015. To broaden its range of low-CO2 solutions, VINCI is continuing to develop specific tools and carry out studies to better quantify and control greenhouse gas emissions resulting from its business (ISO Scope 1, 2 and 3). Other levers for reducing greenhouse gas emissions are mainly to be found in how structures are used by clients and end-users: operation accounts for over 50% of lifetime emissions for a rail line, 90% for a building and over 95% for a motorway. Reducing the CO2 emissions of VINCI structures is part of an eco-design approach that takes into account the construction, operation and end-of-life phases to compare and select the most appropriate technologies during the design phase. The approach uses life cycle assessment (LCA) tools which, as well as CO2 emissions, measure indicators such as water consumption, depletion of natural resources and impacts on human health. These tools allow the Group to ensure that CO2 reductions do not result in other impacts at any point in the life cycle of its structures. LCA tools are developed within the framework of the Chair in Eco-design and are used in numerous subsidiaries. At VINCI Construction France and Soletanche Bachy, eco-design studies were carried out on 229 projects in 2012. Eurovia also carries out LCA on its new materials. The CO2NCERNED methodology developed by VINCI to measure a projects carbon footprint is deployed across all Group business lines: to assess construction options at VINCI Construction, the effectiveness of solutions at VINCI Energies and motorway routes at VINCI Concessions. Since 2012, it is also used to optimise the carbon footprint of rail infrastructure. VINCI is an active member of national and international working groups within its industry (Association Bilan Carbone and Encord) that are defining standards for quantifying Scope 3 emissions. Under this approach, success depends on relationships with end-customers, which is why VINCI Autoroutes encourages motorists to drive less aggressively and to use the eco-comparison tool on its website to calculate the amount of CO2 they could avoid emitting. VINCI Construction shows building occupants how they can consume less energy through its Oxygen eco-commitment (23projects considered in 2012, 18 under way). The first Oxygen building delivered was the Ensta campus at the Ecole Polytechnique site in Palaiseau. Its solution, which combines geothermal energy and solar panels, has reduced site emissions by 90% compared with a traditional natural gas system. VINCI Facilities (a VINCI Energies subsidiary) provides customers with innovative solutions for drastically reducing the carbon emissions of the buildings it manages.
CO2 emissions of VINCI Autoroutes companies

(tonnes of CO2 equivalent) ISO Scope 1 and 2 emissions Motorway user emissions 2012 37,243 12,628,504 2011 36,632 13,033,349
Between 2011 and 2012, the CO2 emissions of VINCI Autoroutes companies rose 1.7% to around 37,000 tonnes with the inclusion of the A86 Duplex in the environmental reporting scope. Emissions by motorway customers fell 2.3% due to a decrease in heavy vehicle traffic and the deployment of 30km/h electronic toll lanes. These no-stop lanes have lowered CO2 emissions by 41,980tonnes since 2011. Investors have responded positively to the measurement of greenhouse gas emissions and actions taken to reduce them. In 2012, for the sixth year running, VINCI confirmed its leadership position in France regarding climate strategy by obtaining the Carbon Disclosure Projects highest rating (80/100, level C) among its peers in the construction and public works category. The Carbon Disclosure Project, which is conducted on behalf of 655investors, assesses how the worlds 500 largest companies by market capitalisation are responding to climate change.
2.3.2
VINCI has adopted Frances plan for adjusting to climate change and takes a forward-looking approach to the issue. The Group plans in advance for any necessary changes to cities and buildings, particularly in eco-design projects in which studies span the structures whole life cycle. Similarly, VINCI companies have taken into account the scientific data predicting a 50cm rise in sea levels by 2050. Although they cannot take action regarding political strategy on receding coastlines, they are developing expertise in technical improvements, notably to strengthen barriers. VINCI plays a central role in making new and existing structures more resistant to extreme weather events, ensuring long-term durability and providing innovative construction solutions. It carries out extensive research, both internally and through its partnership with the Chair in the Eco-design of Building Complexes and Infrastructure. In response to the scarce funding available to public clients and the uncertainty about new financing partnership models, VINCI Concessions supports the Economics Chair of Public-Private Partnerships to develop knowledge in these areas.
Adapting to climate change
2.4
2.4.1
Conserving biodiversity
VINCI strengthened its biodiversity strategy substantially in 2012, turning its biodiversity working group into a Biodiversity Task Force. The 15-strong team combines the Groups ecology experts with the environment managers from its different activities and is primarily responsible for monitoring the regulatory environment, developing scientific expertise, analysing risks, promoting initiatives and sharing best practices. The unit also encourages organisations, engineering and design departments, and companies to discuss their approaches and tools. These insightful exchanges are held under the banner of the working together programme.
VINCIs approach to biodiversity
158
The Group drew on the expertise of the Biodiversity Task Force in its response to the call for recognition from the Ministry of Ecology, Sustainable Development and Energy by joining the Stratgie Nationale pour la Biodiversit (SNB, national biodiversity strategy). VINCIs proactive commitment to promoting biodiversity was officially recognised in late 2012. The SNBs recognition acts as a guarantee of the quality and consistency of its 2012-2015 biodiversity programme, which entails Group-wide initiatives designed to: pool and build knowledge on biodiversity; share best practices; train and raise the awareness of all staff members about biodiversity; develop new solutions to better integrate biodiversity issues in all aspects of day-to-day work. Eurovia also received SNB recognition for its proactive commitment, which includes a three-year partnership with the Natural Heritage department of MNHN, Frances National Museum of Natural History. The MNHN will guide Eurovia in the implementation and supervision of its SNB project: evaluation and monitoring of the general action plan, assessment and audits of specific sites, definition of biodiversity indicators, training and awareness. In exchange, Eurovia will provide its partner with sites for study in order to develop its knowledge on biodiversity (inventory, comparative analyses of changing environments, monitoring of the performance of structures and ecological redevelopment, etc.).
2.4.2
Several Group companies operating on long cycles and directly impacting natural environments notably those involved in the concessionconstruction of transport infrastructure (motorways, airports), earthworks and quarries have been looking at the issue of biodiversity for many years. Measures to avoid and reduce impacts on natural environments and to offset residual effects have been developed and applied in partnership with the stakeholders most affected, depending on the project, location, species and ecosystem. Motorway concession operators are primarily concerned with the fragmentation of natural habitats, essentially focusing their efforts on the transparency of infrastructure, the reversibility of barriers and the restoration of ecological connectivity. This includes creating environmental engineering structures, re-profiling ponds, making improvements to hydraulic structures, restoring and enhancing sites of ecological interest, redeveloping slopes, sustainable roadside grass mowing, and so on. One of the emblematic accomplishments in 2012 was the construction of two bat bridges on the A89 worksite in partnership with the Rhne-Alpes federation of organisations for the protection of nature (Frapna). These structures allow bats to use echolocation to navigate over the motorway without the risk of collision. Other initiatives have been taken such as combating invasive species, reducing the use of plant protection products and raising public awareness at rest areas.
Measures taken to promote biodiversity
Wildlife crossings and roadside fencing on the motorways of VINCI Autoroutes companies
(tonnes of CO2 equivalent) Crossings for small and large wildlife (in number) Wildlife roadside fencing (in km) 2012 686 8,721 2011 658 8,687
Along with the initiatives led by VINCI Autoroutes companies, 120 measures have been taken in application of the biodiversity guidelines in the green motorway package. Once the points of conflict between natural ecological connectivity and motorway infrastructure had been identified, the programme enabled a number of improvements to be made: construction of environment-friendly crossings for large animals, underpasses for smaller wildlife, escape areas for wild boar and ramps for deer and similar species; biodiversity management plans implemented at sites of ecological interest near motorways; creation of protective and community-based orchards and olive groves, etc. The main issue faced by Eurovia is restoring sites throughout the life cycle of its quarries, notably in order to conserve and provide a favourable environment for new plant and animal species. The company defines and monitors its measures with the help of local environmental organisations. In France, some Eurovia sites have signed formal partnership agreements with these organisations and 72% of its quarries have joined the UNICEM Environment Charter. In our construction activities and particularly during the earthworks phases, protecting biodiversity at worksites is a highly relevant issue. For example, in 2012 special biodiversity signs were put up at 127 VINCI Construction Terrassement worksites. At the South Europe Atlantic high-speed rail line worksite, 650 signs and 1,750 pictograms are being installed. Emphasis is also placed on ecological engineering, focusing on in-house training and the sharing of best practices. Lastly, conservation and improvement efforts are being made to protect and enhance natural assets along the entire South Europe Atlantic high-speed line (SEA). To that end, VINCI set up the LISEA Biodiversity Foundation at the end of 2012. With 5million funding for the period 2012-2017, the foundation will help to finance local projects submitted by non-profit organisations, companies or research centres located in any of the six French dpartements crossed by the rail line: Indre et Loire, Vienne, Deux Svres, Charente, Charente Maritime and Gironde. To be eligible for financial assistance, projects must aim to: conserve species and strengthen populations; develop knowledge about species (population, habitat, behaviour); restore habitats or ecological connectivity; assess current conservation practices; train players (scientific expertise, methodology, organisation); promote the results of research and studies among the general public. Priority is given to projects that conserve the European mink, foster the recolonisation of little bustards on farmland and develop knowledge about bats. The initiatives supported are set apart from the commitments already made by LISEA, COSEA and RFF, and are not included in the SEA projects regulatory and ecological offsetting measures.
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2.5
2.5.1
Preservation and restoration

As regards Frances Grenelle II Environment Law, VINCI has a proactive approach to legal compliance. Special IT tools for managing regulatory and QHSE risks are also used, such as VINCI Energies Prvento, which supports regulatory monitoring and the standardisation of criteria for the Groups regulatory audit. The Group pools this expertise and environmental regulation monitoring efforts through cross-business working groups. Expenditure on protecting the environment (e.g. soil remediation at Soletanche Bachy, cleaning and decontamination of structures at Freyssinet and recovery of organic materials at VINCI Environnement) is generally included directly in each projects operating expenses and is not consolidated centrally. Between 2011 and 2012, the annual environmental expenditure of VINCI Autoroutes rose by 20%. This four-fold increase since 2010 is due mainly to the implementation of the green motorway package.
Legal and regulatory compliance
2.5.2
Prevention of environmental impacts and associated costs
Environment-related expenditure by VINCI Autoroutes companies

(in millions) Annual environmental investment Annual spend on the upkeep of natural areas Insurance premiums to cover environmental risks 2012 312 31 0.32 2011 260 32 0.32 2010 83 30 0.34
2.5.3
See Environmental, industrial and technological risks: page 120 of the Report of the Board of Directors.
Environment provisions and guarantees
2.5.4 Damages paid in 2012 following legal decisions on environmental matters and lawsuits filed for damage to the environment
Legal decisions regarding the environment are handled directly by the business units concerned and the amounts paid are not consolidated at Group level. No VINCI companies appear to have paid any damages in 2012 subsequent to a court decision on an environmental matter.
3.
Social responsibility
This chapter contains information about VINCIs social responsibility commitments. VINCIs social responsibility policy takes the form of various actions and programmes: the Groups impact on the areas where it operates, its relations with stakeholders, and sponsorship. As regards sponsorship, VINCIs companies focus on three main areas: employment and social integration through work, environment and research, and culture and heritage assets. In accordance with the Groups decentralised management model, VINCI does not consolidate either its reporting on sponsorship actions or the total budget allocated. A low-range estimate suggest a total amount of about 10million in 2012.
3.1
Regional, economic and workforce-related impacts of VINCIs activities

See also page 24 of this annual report Manifesto commitment number 4: Engage in civic projects together All jobs created by Group companies, whether directly or indirectly through temporary employment and subcontracting, together with initiatives undertaken to encourage the professional integration of people who have been unemployed for a long period, help to support regional development. In addition, public-private partnership agreements for the financing and operation of certain types of infrastructure over the medium and long term contribute to building strong and lasting relationships with local authorities. The Groups preferred governance approach, applied increasingly year on year for all major projects having a potential impact on the environment and quality of life for local communities, involves consultation with residents and environmental organisations.
3.1.1
Employment and skills development VINCIs Contracting activities (the Energy, Construction and Roads business lines) are highly labour intensive and thus have a substantial direct and indirect impact on regional employment (see 1.2 Employment). The Groups general policy is to use local resources whenever possible. Internationally, and particularly in emerging economies, VINCI works to promote the development of local skills for both production and managerial staff. In Africa, for example, Sogea-Satom has undertaken a long-term commitment to the professional development of African managers, enabling them to move into senior positions. With this aim in view, the company is supporting the development of local training structures and continues to strengthen its partnerships with the Ecole Polytechnique de Dakar in Senegal, the Institut Suprieur de Technologies dAfrique Centrale (ISTAC) in Cameroon and the Institut International dIngnierie de lEau et de lEnvironnement (2IE) in Burkina Faso. In 2012, Sogea-Satom confirmed the hiring of 11 recent graduates selected by the company as beneficiaries of special support measures throughout their studies. It has lent similar assistance to a total of 19 students since the start of the 201213 academic year. Under this initiative, some 50 young people have been subsidised by the company since its first partnership was launched in 2007 and 47 have been hired. Currently, 50% of works engineers and works directors employed by Sogea-Satom are African. VINCI Construction Grands Projets has launched Skill Up, a programme that seeks to build the knowledge and competencies of workers and supervisors around the world by establishing local training centres close to the entitys worksites. In 2012, 343 employees in Turkmenistan,
Contribution to employment, local skills development and professional integration
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Qatar, Malaysia and Chile received training under the Skill Up programme. Of these, 60% had been hired directly at local level, with subcontractors accounting for the remainder. For its Papua New Guinea pipeline project, Spiecapag, an Entrepose Contracting company (VINCI Construction), has hired 3,600 people since work began in 2010, 74% of whom are New Guineans. Special training programmes have been put in place for these new hires. Since the launch of the project, 94,196 training hours have been delivered, with local trainees accounting for 69% of session participants. In France, favouring local employment whenever possible and local skills development are key aspects of the Groups policies. For the South Europe Atlantic high-speed rail line between Tours and Bordeaux (SEA HSL), the construction joint venture COSEA has entered into a partnership with stakeholders in the Poitou Charentes region, the French state, regional authorities, state-run job centres, chambers of commerce and trade associations. A charter has been signed by all these parties formally recognising the projects commitment to local employment, sustainable employability, secure career paths and the reinforcement of local know-how. Between the launch of the project and year-end 2012, close to 1,000 people had been hired locally, two-thirds of whom were people excluded from the labour market (i.e. among those targeted by professional integration measures). The recruiters also focused on opening up these business activities to women, who made up 10% of the machine operators trained in 2012. To serve local hires, nine training structures have been established along the route of the future rail line (four specialising in civil engineering and five in earthworks), with the aim of gaining a lasting foothold in the region, which is necessary to ensure the long-term viability of this initiative. Professional integration Since its creation, VINCI and its subsidiaries have worked to develop a number of initiatives to fight social exclusion and help the long-term unemployed and other disadvantaged people find jobs. In 2012, Xavier Huillard, chairman and CEO of VINCI, signed the Pacte pour lInsertion et lEmploi launched by the Comit National des Entreprises dInsertion (CNEI), thereby reaffirming the Groups formal commitments in this area. The aim of this initiative is to encourage all stakeholders to support the development of companies established specifically to promote social integration, taking as its goals a threefold increase in the number of people served by social integration structures and bring populations back into the workforce over the long term. The development of the ViE social integration entity continued in 2012. Launched in 2011 at the initiative of the Groups Executive Management, this new subsidiary provides innovative and effective solutions to Group companies that want to address the workforce-related demands stipulated in the social integration clauses of their contracts. Unprecedented in France, this structure aims to support long-term social integration by providing assistance to Group companies on a day-to-day basis. Another role is to establish professional relations with socially responsible entities appointed by public authorities as their preferred contacts regarding social integration, and advising local government authorities about new services that meet business needs. In addition to serving Group companies, ViE adopts a cohesive approach to getting socially excluded individuals squarely on the path to career development, organised around social integration through work, access to training and consideration of social issues faced by these populations, all the while helping them find permanent jobs. The ViE structure is targeting controlled growth, with a gradual ramp-up of facilities throughout France. In 2012, ViEs offices in the Paris region and northern France gained a firm footing while a new office was created in the south-western part of the country. For companies located outside these three regions, ViE offers its assistance on an ad hoc basis. In 2012, the first full year of operation for the entity, Group companies enlisted ViEs services for the administration and coordination of social integration in relation to 87 projects, corresponding to 1,350,000 hours of integration employment and involving more than 1,200 subcontractors. In all, 710 people benefited from social integration measures in 2012, including 12% women and 2.8% workers with disabilities, corresponding to 343,000 hours of integration employment. ViE also assists Group companies with voluntary integration measures involving clauses added to supply contracts signed with service providers. Along these lines, in 2012, Escota became the first VINCI company to include an integration clause in one of its ongoing maintenance contracts, requiring at least 5% of labour hours for brushwood clearing and tree felling to be performed by long-term unemployed individuals. ViEs integration coordinators participated in some 200 meetings with social and solidarity economy stakeholders and government officials in order to cooperate more effectively and improve the linkages between the various integration measures implemented throughout France. Relations with educational institutions VINCI companies have consistently recruited new staff for a number of years, even under challenging economic conditions, and maintain long-term partnerships with educational institutions and in the education field. The general policy is to enable all Group companies to rely on VINCIs strong employer brand for their recruitment needs, whether in terms of volume or quality. A large number of partnerships are forged locally by Group companies with apprenticeship centres, schools, universities and other institutions of higher learning. They involve the allocation of the apprenticeship tax, supplemented by the strong involvement of employees in educational initiatives. Apart from the usual short- and medium-term recruitment campaigns, specific efforts targeting young people are also pursued well in advance of recruitment, designed to introduce them to the Groups professions and help them discover career opportunities. In France, VINCI is an active partner of the Capital Filles programme, bringing together six corporations and three government departments, whose aim is to assist young women from low-income backgrounds with their career plans. In 2012, 65 women employed by the Group volunteered their time to visit secondary schools in disadvantaged urban areas across France to speak about technical occupations within VINCI companies and mentor young female students. The Group also takes part in Ma Camra chez les Pros, an introduction to VINCI professions geared towards middle school students. In addition, VINCI actively supports second chance schools in France, serving educationally disadvantaged populations tending to be excluded from the labour market. The initial five-year cycle of the first Chair in Eco-design of Building Complexes and Infrastructure, sponsored by VINCI in conjunction with three prestigious ParisTech institutions (MinesParisTech, AgroParisTech and the Ecole des Ponts ParisTech), draws to a close at the end of 2013. The partnership, which has amounted to 600,000 a year, will be renewed, with further research, publications, classes and seminars as well as practical real-world applications planned for the next cycle, which will run from 2013 until 2017. Fabrique de la Cit, another recipient of VINCIs support, is a think tank dealing with urban issues, bringing together scientists, people from the corporate world and public-sector decision-makers. It develops partnerships with schools and universities. Examples include the AMUR (urban development and programme management) masters degree offered by Ecole Nationale des Ponts et Chausses (ENPC France) and the masters degree in regional and urban development strategies offered by Sciences Po-Paris. It also has a partnership with Institut dUrbanisme de Grenoble (IUG).
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3.1.2
By designing, financing, building and operating bridges, tunnels, roads and other infrastructure over the long term, all VINCI companies are leading players in regional development, whether in rural or urban areas. As the Groups activities cannot be relocated, they give shape to the space where they are pursued, endowing it with greater coherence and fostering both economic and social development. Through their strong local roots, Group companies generate significant economic benefits, playing an important part in the life of surrounding communities, as much through construction as through concession activities, whether in the form of revenue, local tax contributions or support for local nonprofits organisations and associations The Groups Cit Solidaire programme, for example, in collaboration with Group companies, supports very small non-profit organisations working on community projects in underprivileged neighbourhoods. This programme invites proposals focusing on disadvantaged urban areas, supports small neighbourhood associations that act locally, and promotes commitments by Group companies at local level to sponsor projects and offer communities the benefit of their employees expertise. Following two pilot projects in 2010, the effectiveness of this approach was confirmed in 2011 in three French cities. In 2012, the programme was extended to four new cities in France: Grenoble, Le Havre, Rennes and Champigny sur Marne. The Groups concession companies are gradually putting in place means of assessing the economic activity and social impacts generated by the operation of major engineering structures. As an example of this type of initiative, the Group sponsored two studies analysing the socioeconomic impact of the RionAntirion bridge in Greece carried out by researchers at the University of Patras; the first study covered the investment and construction period (19972004) and the other covered the operation of this facility between 2004 and 2006. These two studies found that there was a 3% increase in the number of jobs, an initial 25% increase in traffic followed by a 13% increase, a 30% jump in property prices in the northern region during the first period and a 10% rise in the number of companies setting up operations in the region during the second period. The second study also concluded that the bridge has had a positive impact on accessibility in the adjoining regions and has helped reduce economic disparities, while also limiting social exclusion in the areas to the north of the bridge and furthering the development of trans-European transport. In another example, LISEA, the concession company for the future ToursBordeaux high-speed rail line (SEA HSL), established an economic think tank in September 2012. The role of this scientific body over the next 15 years is to measure, analyse and publish reports on the impact of the future high-speed line on employment, local economies and the development of regions along its route.
Contribution to regional development and impact on local populations
3.2 Relations with civil society stakeholders: non-profit organisations, local residents, users and consumers
3.2.1
By their very nature, the activities of VINCI companies interact with communities and their residents during both the construction and operation phases. Although public authorities are responsible for decisions on transport and energy infrastructure, as well as facilities to improve the living environment, including where they are to be located, VINCI companies increasingly serve as a liaison with local communities, residents living in proximity to the structures they build, non-profit organisations and users. In general, the companies perceive consultation and dialogue with a projects stakeholders as a means to create value. To provide a clear framework for this approach, VINCI is developing a specific methodology and associated guidance tools. The need for this type of framework has become apparent since, although VINCIs Contracting business requires consultation processes to guarantee the best result for all stakeholders during the works and project phases (public survey, safety of nearby residents and the wider local community, worksite hours and schedules, etc.), its Concessions business involves these same processes over extended periods, sometimes as long as several decades. Furthermore, it is important to distinguish between countries that already have a consultation framework whether the one in place is satisfactory or in need of revision from those that want to set one in place. Given this range of working environments, VINCI has adopted the simple Reflex tool to fully involve partners in every aspect of a project, including its management. The tool has been tested using operational examples and is based in particular on VINCI Autoroutes experience. The first phase of this methodology involves mapping project stakeholders with three goals in mind: identifying their actual, felt and expressed needs with reference to solid material evidence; building structured and measurable solutions to address these needs; and directly involving stakeholders in project management. For example, in France, the design and construction of the last section of the A89 motorway between Balbigny and La Tour de Salvagny placed a priority on dialogue and consultation with stakeholders including administrative authorities, elected officials, local residents, farmers, environmental protection, hiking associations, and angling and wildlife federations throughout the entire project. An environment committee was formed, bringing together local environmental protection associations and engineers from ASF (VINCI Autoroutes), which met regularly. This experience sharing resulted in the drafting of an environmental charter including a complete set of measures. More than 2,000 employees, i.e. the full complement of staff working on the project, participated in sessions covering the importance of protecting the environment, including practical guidelines, offered by nature conservation associations as well as angling and wildlife federations. The project for the future ToursBordeaux SEA HSL project in France is another example of VINCIs efforts in this area. More than 100 public meetings were held in 2012, which allowed the expectations of the various stakeholders to be identified and taken into account in the form of design adjustments. Three working groups were established, bringing together local non-profit organisations and farmers, residents, chambers of commerce, other trade associations and regional authorities. Through their participation in these working groups, all stakeholders contributed to the development of the method for implementing the offset measures, giving rise to a charter approved by everyone in 2012. Since it went live in November 2011, the projects website has logged more than 90,000 unique visitors, with an average of 1,000 each day. Through this interface, more than 1,000 people have subscribed to LISEAs newsletter. VINCI Airports is taking part in the hearings of the agricultural, scientific and general public debate commissions set up at the end of 2012 by the French government to examine the future Grand Ouest airport project for western France. The agricultural commission is tasked with identifying locally the means of minimising the projects impact on agricultural land and helping develop effective tools to combat rural space being swallowed up by urban development. In addition to the elements supplied by stakeholders affected by the transfer of the airport, the VINCI Airports subsidiary Aroport du Grand Ouest has provided all elements useful to writing the reports awaited by each of the commissions. The preparatory work for building the airport (displacement of networks, archaeological assessments, displacement of protected species)
Conditions for dialogue with stakeholders
162
will start, subject to receiving authorisations from the prefecture in regard to protected species and the Water Act. It should be noted that only 537 hectares will be developed to bring the airport into service, of which 147 hectares will have artificial surfaces (runways, terminals, tarmac, etc.). Over half of the land under concession will be conserved for use in its natural state and for agricultural purposes. In Canada, DJL, Eurovias Quebec-based subsidiary, has invested about 90,000 to create a buffer zone around the Mont Saint Bruno national park, thus conserving biodiversity in an urban setting in order to recover the woodland balance in Montreals greater metropolitan area. In Russia, for the design and construction of the MoscowSt Petersburg motorway, VINCI Concessions has put in place an innovative tool to mediate conflicts with local residents relating to the environment. Following a period of heated discussions about the projects impact on Khimki Forest, which had raised concerns among environmental non-profit organisations, VINCI Concessions enlisted the services of a mediating body, the non-profit organisation Pur Projet, which specialises in resolving issues relating to reforestation. Pur Project engaged in dialogue with all stakeholders through a broad process of discussion and consultation with local residents, environmental non-profits, administrative authorities and municipalities. This mediation resulted in the joint development of a programme to conserve and improve the ecosystem of the forest in the path of the motorway. These actions were then incorporated in the environmental and social action plan established by NWCC, the consortium in charge of the project, validated by the concession grantor and the Russian authorities and financed by NWCC and its shareholders (which include VINCI Concessions). The first concrete actions on the ground have been launched in response to the concerns expressed by the local community and non-profits: educational programmes in schools, studies to expand knowledge about areas of passage used by wild animals, restoration of the sacred spring water source, etc.
3.2.2
VINCI encourages Group companies and their employees to take part in the fight against social exclusion. Many companies are spearheading actions at local level in the regions where they operate. Most of these actions relate to the fight against social exclusion, both on behalf of employees lacking job security and in support of communities where businesses are located. VINCI set up a corporate foundation in 2002 called the Fondation VINCI pour la Cit, which funds sustainable projects that promote ties across social groups and help people excluded from the labour market to find work by providing financial assistance to non-profit organisations, combined with volunteer efforts by Group employees, who use their professional skills to aid those in need. In 2012, the Fondation VINCI pour la Cit backed 196 projects in France, for a total of 2,546,000. Contributions from Group companies totalled 323,994 and those of external partners amounted to 76,000, while 277 employees assisted the beneficiary organisations. In line with VINCIs commitment to encourage employee participation in such actions worldwide, the Group continues to expand the international reach of assistance provided by its foundations in the context of an initiative launched in 2007. Following the creation of structures similar to the Fondation VINCI in the Czech Republic (2008), Germany (2010) and Greece (2011), two new foundations were set up in 2012, one in Belgium and the other in Slovakia. For greater effectiveness, each foundation tailors its actions and its selection criteria to the socioeconomic context in which it provides support. In all, 86 projects have been backed to date outside France via these foundations since their inception, for a total amount of 964,212. Organic market gardens to promote social integration. The Fondation VINCI pour la Cit supports the creation of organic market gardens along motorways to promote social integration in partnership with Rseau Cocagne. On previously unused land close to service areas on VINCI Autoroutes motorways, four market gardens are producing organically grown vegetables, providing work for people excluded from the labour market. Emmas Dfi. The Fondation VINCI pour la Cit has lent its support to Emmas Dfi for the opening of the largest social integration employment centre in the Paris region for the recycling and resale of clothing, furniture and household goods. Working alongside the Foundation, five companies from the Energy business line contributed their expertise and carried out part of the electricity installation for the centre. This skills-based corporate patronage initiative involved a total of 4,000 hours of labour at the Parisian centre, which opened to the public in June 2012. Fond de Dotation Sillon Solidaire. Created in 2012 in connection with the construction and operation of the high-speed rail line between Tours and Bordeaux, this fund is backed by the Fondation VINCI pour la Cit and by all companies participating in LISEA and the COSEA joint venture. Sillon Solidaire aims to support projects undertaken by non-profit organisations that contribute to the fight against social exclusion in regions crossed by the new high-speed rail line: relocation services, housing assistance and educational support for school-age children. Sillon Solidaire identifies suitable mentors from among the employees at work on the project who volunteer their skills on behalf of the selected associations. The budget allocated to this project by the fund in 2012 was 310,000, divided among 31 non-profits.
Actions and sponsorship to combat exclusion and reinforce relations with social integration organisations
3.2.3
In the Contracting business, apart from public-private partnerships and the activities of VINCI Facilities (VINCI Energies), most VINCI clients are public authorities or other companies. In the Concessions business and under long-term partnerships, the customers of VINCI companies are private individuals, providing the opportunity to build relationships over time, particularly in the area of services. The VINCI Autoroutes Foundation for Responsible Driving, set up in February 2011, aims to raise awareness among drivers about road safety, promotes research on the risk of inattentiveness, which is responsible for a large number of fatal motorway accidents, and works to change driver behaviour through joint efforts with its partners and the various stakeholders, including institutions, professional bodies and non-profit organisations. This foundation gives VINCI Autoroutes a way of improving its understanding of the causes behind the accidents seen on todays motorways, with the aim of designing new solutions and communicating more effectively to road users about these issues. The companys effort has three thrusts. First, it backs initiatives by civil society organisations and supports innovative scientific research into certain areas of dangerous driving that have not been sufficiently explored or that are incorrectly identified by road users. Second, it carries out public information campaigns with the aim of raising awareness of road-related risks and promoting responsible driving. Third, it develops knowledge relating to the specific driving habits of different motorway user groups to help them take greater responsibility for their own safety on a day-to-day basis. In 2012, the budget allocated to the activities of the VINCI Autoroutes Foundation for Responsible Driving was 2million. The major study financed by the foundation in 2011 and conducted by a team of researchers at Hpital Raymond Poincar in Garches, near Paris, released its findings in 2012. The team was able to complete a meticulous analysis of the sleep patterns of drowsy motorists and confirmed the direct link between sleep deprivation and episodes of falling asleep at the wheel. Furthermore, awareness campaigns targeting road users and the general public initiated in 2011 were expanded in 2012: risks related to alcohol consumption, the safety of motorway employees performing maintenance operations or coming to the assistance of drivers, special awareness days focusing on heavy goods vehicle drivers, participation in the 24-hour
Actions and sponsorship to promote responsible driving and relations with road user associations
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truck race and the organisation of special rest areas for the 24-hour motorcycle race in Le Mans. The partnership with SIFE France, covering both 2011 and 2012, to raise awareness of responsible driving practices among university students by inviting them to submit proposals for innovative projects, awarded a trophy to a team from ESDES Lyon for its Les Roues de lEspoir (Wheels of Hope) project. Lastly, all employees of VINCI Autoroutes are encouraged to suggest ideas for awareness campaigns and propose partnerships with associations whose actions they are able to support with the financial backing of the VINCI Autoroutes Foundation for Responsible Driving. In 2012, the foundations selection committee approved 11 projects of this type, allocating a total budget of 70,000. In Greece, Gefyra, the RionAntirion bridge concession company, focused in 2012 on instilling dialogue and a process of consultation with users and local residents, promoting the user-citizen concept. The aim was to reconcile the expectations of stakeholders, often working at cross purposes, who are both users of the bridge and residents of the regions served. A very large number of consultation meetings were thus held during the year. An interactive newsletter was created, through which users are able to express their wishes.
3.2.4 Relations and sponsorship actions in support of non-profit organisations working to protect the environment and cultural heritage
As part of its goal to drive performance over the long term in all its areas of activity, VINCI selects partnerships with non-profit organisations working to protect nature as well as those active in the cultural realm. Environmental protection associations vary widely in their composition, governance, financing and expectations. The Groups actions are therefore carried out at local level and reflect where the companies are operating, the specific characteristics of projects and the type of business being performed. By way of example, Entrepose Contracting (VINCI Construction), which is working on a pipeline construction project in Papua New Guinea, has provided financial backing to the naturalist expedition programme La plante revisite (Our planet revisited), jointly organised by the Natural History Museum in Paris and the non-governmental organisation Pro-Natura International in partnership with the Institut de Recherche pour le Dveloppement. The aim of these expeditions is to fill gaps in knowledge of species worldwide. For this third major expedition, some 200 researchers representing 21 different countries, but also students and volunteers, set out for Papua New Guinea, considered as one of the worlds most significant biodiversity hotspots. Neglected species were treated as priority survey targets: marine and land invertebrates, plants, fungi and algae. The teams also measured the human impact on ecosystems and changes expected due to climate change. Eurovia adheres to the French governments national strategy to promote biodiversity. To this end, the business line has entered into a partnership with the French Natural History Museum, which will lend its scientific expertise and assist Eurovia in its ongoing efforts to improve its biodiversity management as part of its activities. LISEA, the concession company for the future ToursBordeaux high-speed rail line, has set up its Biodiversity Foundation, with a budget of 5million over the next five years, involving the participation of representatives from Frances Biodiversity Research Foundation and Natural History Museum. Companies have a duty to contribute to cultural production, without neglecting the historical and regional context in which it is pursued. Across the Group, many companies are partners or sponsors of non-profit organisations protecting built assets, cultural institutions and events. At local level, VINCI companies volunteer their assistance and technical expertise in connection with a large number of projects aimed at restoring cultural heritage treasures. These companies are locally recognised for their voluntary actions and take part in heritage conservation efforts in line with long-standing traditions and predilections. VINCI is continuing its major cultural sponsorship actions by supporting local cultural initiatives across France, notably in the cities of Lyon, Nantes and Nancy, with the aim of continuing to preserve and raise the profile of artistic creation in the urban environment. Current sponsorship actions include the lighting of the Palais du Pharo in Marseille, which has dominated the entrance to this citys harbour since the reign of Napoleon III, and the restoration of the Grand Salon at the Maison des Etudiants de lAsie du Sud-Est, an architectural jewel at the Cit Internationale Universitaire in Paris. These are just a few examples of actions underscoring the Groups commitment to cultural life in communities and preserving the heritage treasures of the past. At Group level, as a leading sponsor of archaeological heritage studies, VINCI is an active member of the group of industry players involved in land-use planning brought together by the Institut National de Recherches Archologiques Prventive (INRAP, Frances rescue archaeology institute) and takes part in discussions to focus greater attention on and recognise the achievements of archaeological discoveries in the course of work on projects. In 2011, VINCI Airports renewed the partnership initiated in 2004, in the form of a five-year agreement to continue its financing of a major archaeological dig at the site of Siem Reap airport in Cambodia, in close proximity to the famed Angkor Temple complex. These digs are conducted by INRAP, in partnership with Apsara, the Cambodian government agency for the protection and management of Angkor and the Siem Ream region. In this region, archaeologists have tended to focus on the temples frequented by the elite in the heyday of the Khmer Empire, but this project aims to shed light instead on the way of life of the artisans having built the temples. In 2012, archaeological excavations near the airports runways yielded interesting discoveries about the regions inhabitants during the period. They also provided an ideal opportunity to train Cambodian archaeologists, assisted by 85 VINCI employees at the site. VINCI Airports is also a long-standing partner and shareholder of Artisans dAngkor, an organisation created to perpetuate and encourage the development of Khmer traditional crafts, while offering career possibilities to the underprivileged populations of the Siem Reap region. Each artisan receives a contractual salary and a full benefits package. Artisans dAngkor has lifted some 5,000 families out of poverty and promotes economic vitality in the local area.
3.2.5 Partnerships and sponsorship actions to expand access to essential services and support social entrepreneurs
Around the world, wherever they operate, Group companies support solidarity and development initiatives. These actions are targeted, tailored to address local challenges and thus vary depending on the region and its socioeconomic circumstances. Initiatives pursued by subsidiaries also relate to the nature of the work carried out in each region, which may or may not involve their presence over the long term and may relate to large-scale projects completed in short time frames or recurring work, etc. As initiatives differ widely, this information is not consolidated at Group level. The examples below illustrate just a few of the actions conducted locally by subsidiaries. In Africa, Initiatives Sogea-Satom pour lAfrique (Issa) supports projects in two main fields assistance provided to social entrepreneurs and access to essential services involving both financial aid and the sharing of skills by employee volunteers. In the area of assistance provided to social entrepreneurs, Issa supported 14 projects in 2012: agricultural development, support and promotion of local crafts and know-how, and equipment to improve production and productivity. Some 12 projects were supported in the area of access to essential services: access to water and electricity, access to education (refurbishment or construction of classroom facilities) and access to healthcare (dispensaries, maternity centres). In all, Issa committed 440,000 to projects in 2012 in several countries, chief among them Benin, Burundi, Morocco, Chad, Cameroon and South Africa.
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Personnel at all Sogea-Satom projects are involved in the fight against HIV/AIDS, with information meetings and awareness campaigns targeting employees and local residents where applicable. These meetings are held on a regular basis at worksites, organised by project supervisors in collaboration with local associations. In Chile, the Eurovia subsidiary Bitumix has been active for 25 years in social programmes, its actions prompted by the issues and needs it identifies among its employees, which are then expanded to serve the surrounding communities. For example, Bitumix has offered its employees and their families free medical care for 25 years, with a permanent facility receiving patients for medical and dental treatment several times a week. In 2012, 300 medical and psychiatric visits were accommodated and 700 treatments were delivered in the dental clinic set up by the company. The company also offers free check-up visits for employees newborn infants, from birth to 12 months of age. As another example of its wide-ranging commitment, in the event of natural disaster, Bitumix comes to the aid of communities. In the aftermath of a recent earthquake, the company provided machinery and labour for a period of four months to demolish damaged buildings and clear debris in the most affected areas.
3.3
3.3.1
Suppliers and subcontractors

General policy
See also page 21 of this annual report Manifesto commitment number 1: Design and build together In 2012, purchases represented about 60% of the Groups revenue, remaining stable compared with the previous year, and comprised of 9.43 billion for materials and 14.85 billion for external services, including subcontracting and the cost of temporary staff. During the year, VINCI reaffirmed its commitment to building balanced and sustainable relationships with its suppliers and subcontractors. The Group moved forward with efforts to measure and take into account workforce-related, social and environmental factors in the overall value chain. These efforts are overseen by the Purchasing Coordination unit at Group level, a relatively small structure that was reinforced in 2012 with the arrival of new experts specialising in specific purchasing categories. This unit works with the purchasing departments of business lines and subsidiaries, and reports to a member of VINCIs Executive Committee. This approach is implemented at local level by purchasing networks, in particular through decentralised purchasing clubs in France and the various countries where VINCI operates. In September 2012, a national convention bringing together the members of all Group purchasing networks was held in Chantilly in the Greater Paris area to clarify VINCIs purchasing strategy in relation to three areas: an optimised supplier selection process, strategic partnerships and sustainable development. This triennial event provided an opportunity to enhance internal communication, share best practices and promote a proactive approach for the integration of workforce-related, environmental and social criteria. A supplier charter explicitly describing overall performance commitments has been developed in order to communicate VINCIs expectations to its partners and reaffirm the need for compliance with the 10 principles of the UNs Global Compact. This document is currently being distributed to all Group suppliers. Complementing its own internal procedures, VINCI has signed the Charte des Relations Inter-Entreprises, developed by a special task force made up of French government representatives and members of the Compagnie des Dirigeants et Acheteurs de France (CDAF, the French industrial buyers association), as a further demonstration of its commitment to good conduct in client-supplier relations. Some 305 French companies have signed this charter since it was launched by the CDAF in February 2010 with the aim of promoting fair practices and improving relations between major clients and SMEs. Within the Group, VINCI Constructions Purchasing Department has obtained ISO 9001 certification. In addition to the framework agreements signed by business lines and subsidiaries with their suppliers, over 800 national, European and global cross-business framework agreements were signed in 2012 to meet the multiple procurement requirements of Group companies. In 2012, the Sustainable Development and Purchasing Committee opened up several discussion groups. This forum helps foster long-term, balanced relationships with the Groups suppliers and subcontractors and ensures that workforce-related, social and environmental issues are factored into the value chain. Its approach is to simplify and adjust internal communication to make it more operationally appropriate, to define and implement tools and methods, and to share and disseminate best practices. A new training programme to raise buyers awareness of key sustainable development issues is currently under development, designed to assist these staff members in their day-to-day activities by providing the tools and responses necessary to promote more responsible practices.
3.3.2
In 2012, the Groups purchasing policy led to an increasing emphasis on sustainable development criteria both when selecting products and suppliers and when drafting framework agreements and specifications for the Group and its business lines. These criteria take into account the environmental impact of products and services, the workforce-related arrangements for producing or providing them, and the social commitments made by suppliers. A review of feedback received clearly indicates that these efforts add value. Environmental performance. In its purchasing agreements, VINCI increasingly favours products that are more environment friendly. In 2012, several tenders included questionnaires aimed specifically at differentiating suppliers in relation to these concerns. For example, in the vehicle category (manufacturers and long-term rental companies), emphasis was placed on emission levels, the percentage of recycled materials and end-of-life procedures. The Group has also adopted initiatives regarding zero-emission vehicles and infrastructure development. VINCI is committed to reducing the carbon footprint of its vehicle fleet. Group companies have tested electric vehicles under real-world conditions and VINCI Park is taking part in Renault-Nissans Seine Aval Vhicules Electriques (SAVE) initiative to promote the use of electric vehicles. Over an 18-month period, this project will test the manufacturers electric vehicles in urban and suburban environments, supported by a pilot network of 300 charging stations. VINCI Autoroutes has implemented environmental clauses for all of its referenced suppliers as well as a shared assessment template used by ASF, Cofiroute and Escota. First used at VINCI Construction for purchases of fitting and finishing services, all Group suppliers are now assessed on the basis of ISO environmental criteria. This approach has been extended to all purchasing categories with a view to continuous improvement and enhanced coordination. Workforce-related performance. This strategy also involves paying greater attention to workforce-related and social issues when selecting suppliers. Safety concerns are a priority across the entire Group. In 2012, meetings were arranged with all temporary employment agencies to monitor their progress in implementing recommended measures and to reinforce dialogue with the suppliers involved. This referencing
Managing relations with suppliers
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procedure resulted in significant improvements in the area of safety measures observed by temporary workers. In assessing the workforcerelated performance of purchasing, this is the primary differentiating factor. With regard to personal protective equipment, emphasis was placed on working conditions throughout the supply chain. VINCI Construction has introduced fines for failing to comply with safety clauses. In addition, a safety culture charter has been developed jointly by all stakeholders, including suppliers as well as joint contractors and subcontractors. Furthermore, a national strategy has been put in place for the monitoring of purchases of finished goods, involving the validation of selected suppliers by regional committees and the negotiation of Group-wide framework contracts allowing for greater involvement of VINCIs commercial partners. Social responsibility performance. Across the Group and through its various projects, VINCI develops partnership-based approaches with its suppliers and favours relationships at local level with small and medium-sized enterprises (SMEs). The Group increasingly prefers suppliers with strong roots in their regions in its selection and bidding processes. Its policy also involves expanding purchases from companies and non-profit organisations that work towards social integration for the long-term unemployed and people with disabilities. A number of new initiatives focusing on the development of partnerships with sheltered workshops were launched in 2012 by the Groups business lines, a banner year for this category of actions. In France, VINCI has signed a national framework agreement with Association des Paralyss de France for the collection and recycling of waste electrical and electronic equipment and with Ateliers Sans Frontires for the collection and refurbishment of discarded computer equipment for resale at preferential prices to other non-profit organisations. In 2012, nearly 54.5 tonnes of equipment were recycled. Revenue generated with sheltered workshops remained stable for the collection of WEEE. In connection with the project for the construction of the new ToursBordeaux high-speed rail line, a special unit has been set up to manage the 450million in strategic purchases affecting multiple Group entities for the four business lines involved in the project. The aim of the preparatory phase was to put in place a procurement logistics system that would be viable over the long term, assist suppliers with workforcerelated and social requirements, contribute to the social integration aspect of the project and ensure the participation of local economic actors. Volumes have been allocated in accordance with supplier capacities. The Groups civic engagement also takes the form of combating social exclusion and building bridges with people who suffer employment difficulties. To further these actions, a national consultation process was launched in summer 2012 to list temporary employment agencies in France that operate in the field of social integration through work. With social integration clauses being increasingly included in contracts, VINCI wants to anticipate its clients requirements and is therefore taking a proactive approach and supporting organisations that it works with to help them expand.
3.3.3
Subcontractors are generally selected from among small and medium-sized enterprises located near Group projects or worksites, thereby contributing to local economic development. These partners are increasingly involved in project planning and preparation. Workforce-related and environmental clauses are gradually being added to their contracts. The general policy is to strengthen relationships over the long term. Subcontractors and joint contractors have long demonstrated their commitment to the Groups safety policy. A best practices charter is nearing finalisation with a view to dissemination to all subcontractors and joint contractors in the first half of 2013. The charter addresses the following topics: compliance with regulations in force, ethical behaviour, improvement of health and safety criteria; balanced business relations; fairness and objectivity in relations with partners; use of local enterprises; governance and social responsibility. VINCI Construction France has introduced specific clauses relating to environmental protection, waste management and the impact of its projects. Visual aids have been developed to raise awareness among all personnel concerned. These posters are available in French, Portuguese and Arabic, the three most common working languages at the entitys worksites in France. As a further example, VINCI Construction Grands Projets trains all of its subcontractors in waste management, related risks and their potential impact. Through the Alive on Site programme, some 2,800 people have been trained in safety procedures. Emergency drills and the verification of qualifications are critical to the success of projects. Thanks to the use of the Insight system, the companys accident frequency rate has been reduced by a factor of three since 2010. It monitors some 20 indicators to further improve practices at its worksites, including greater awareness of the environmental regulations affecting VINCI. Four-fifths of the revenue of VINCI Construction Grands Projets is derived from work with subcontractors.
Managing relations with subcontractors
3.3.4 Outlook
In 2012, VINCIs Purchasing Coordination unit adopted sustainable development as a strategic priority. Over the next three years, the unit aims to ensure the comprehensive integration of workforce-related, social and environmental criteria by all Group companies, coupled with the development of a coordination and monitoring tool incorporating key indicators to assess progress in this area. The Group is currently examining the possibility of setting up an audit procedure for strategic purchases.
3.4
3.4.1
See also page 22 of this annual report Manifesto commitment number 2: Comply with ethical principles together VINCIs Code of Ethics and Conduct contains all the rules of conduct that apply to all Group companies and employees. In 2012, the Group continued its efforts to disseminate and explain the code to managers, who then made similar efforts within their own organisations. The Group actively monitors this procedure, and an intranet tool enables Executive Management and the Internal Audit team to check that it is being deployed. Reports are submitted to the Executive Committee on a regular basis, allowing remedial action to be taken quickly if required. Regular training sessions are organised to promote understanding of Group principles and values. At 31December2012, of the 6,499 people identified as particularly exposed, 95% had acknowledged receiving the code. The aim is to reach 100%. The appointment of an Ethics Officer as part of VINCIs whistle-blowing arrangements was widely communicated within the Group. Any employee can contact the Ethics Officer in accordance with rules set out in the code, which include a guarantee of confidentiality, the commitment to respect the integrity and status of all employees, and the avoidance of discrimination. Several matters were referred to the Ethics Officer during
Fair business practices
Prevention of corruption
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the year. In each case, the issues were investigated thoroughly, in compliance with the aforementioned principles. In 2012, the Ethics Officer dealt with all queries received, resulting in various types of measure.
3.4.2
Road risks affect all VINCI employees who drive any of the Groups 30,000 company vehicles or 10,000 site machines, as well as the 600million users of motorways, roads, car parks and other infrastructure operated by VINCI worldwide under concession contracts. Campaigns are organised to raise awareness and training is provided for those employees most exposed to road risk. One of the working groups created as part of the Groups Safe Together initiative has been tasked with promoting the sharing of best practices in this field. In October 2012, VINCI Autoroutes staged a Truck Village event on the A7 motorway for HGV drivers. The event was an opportunity to discuss road safety with professional drivers and describe a new range of services to them: medical screening, information on risks related to drowsiness and addictions, small covered athletic fields, and free charging stations for IT devices. As an example of its reinforced efforts in this area, in 2011, VINCI Autoroutes set up a corporate foundation to promote responsible driving and raise awareness of the dangers of poor road safety, the VINCI Autoroutes Foundation for Responsible Driving (see 3.2.3). In partnership with the non-profit organisation 40millions dAutomobilistes, the foundation distributed 100,000 breathalysers at 12 service areas on French motorways in May 2012 over Ascension weekend. The purpose of this accident prevention campaign was to encourage drivers to test themselves in order to know their alcohol consumption limits and thus help keep roads and motorways safe.
User health and safety
3.5
Human rights
VINCI has been a signatory to the UN Global Compact since 2003. It is thus committed to supporting and promoting respect for human rights within its sphere of influence, and to ensuring that Group companies are not complicit in human rights abuses. In practical terms, the Group acts on this commitment by including clauses relating to human rights in its framework agreements with suppliers and subcontractors. The external audit of QDVC (VINCI Construction Grands Projets) performed in 2011 by an independent consultancy (Vigeo Group), identified areas for improvement in relation to protecting and promoting human rights internationally and provided an opportunity to test Advance, the Groups sustainable development self-assessment questionnaire. As a result of these actions, the Groups procedures for the identification of human rights risks were refined in 2012. With respect to employees and subcontractors working on VINCI sites as well as the Groups suppliers, the key human rights issues are preserving the wellbeing of Group employees and all those who work on VINCI sites, protecting the fundamental rights of migrant workers, the right to a decent salary, avoidance of discrimination, freedom of association and the right to collective bargaining, and the prohibition of child labour and forced labour. The fundamental rights of populations likely to be affected by the Groups activities include in particular risks associated with the use of security services, property rights in the event of expropriation and the rights of indigenous peoples. The operational application of VINCIs human rights policy is carried out by its subsidiaries, using Advance, the Groups self-assessment tool, to identify their risks precisely, based on their activities and the countries where they operate. The Groups Delegation for Sustainable Development and its Purchasing Coordination unit lend their expertise as necessary. The latter disseminates framework agreements and has drafted a charter setting out the global performance commitments of VINCI suppliers, explicitly stating the Groups policies with regard to human rights and working conditions. No disputes, claims or controversies of any kind arose in relation to human rights in 2012.
4.
Note on the methods used in social and environmental reporting

VINCIs social and environmental reporting framework complies with Articles L.225-102-1, R.225-104 and R.225-105 of the French Commercial Code and is based on the transparency principles of the Global Reporting Initiative (GRI).
4.1
VINCIs procedures are specified in the following materials:
Methodological procedures
For social indicators: - a guidebook in four languages (French, English, German and Spanish) containing social indicator definitions; - a methodological guide to VINCIs social reporting system, including a reporting tool users manual in four languages (French, English, German and Spanish); - a guide to consistency checks in two languages (French and English); For environmental indicators: - a methodological guide to VINCIs environmental reporting system, including a guide to the definition of common indicators, which entities can use to set up their environmental reporting procedures. This guide is available in two languages (French and English); - an IT system users manual in two languages (French and English); - an audit guide helping entities to make preparations and respond to audit results (available in French and English). All of the above materials are accessible on the Groups intranet site.
The Groups efforts to accelerate its social and environmental reporting process in 2010 resulted in: new methods for earlier preparation of social indicators, applicable to all entities since 2011; the shifting of the reference period for environmental reporting by one quarter (the reference period for year Y is now from 1 October Y-1 to 30 September Y). This change has applied to all entities since 2010.
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4.2 Scope
The reporting scope is intended to be representative of all VINCIs business activities: social reporting has covered all Group entities by worldwide revenue since 2002; in 2012, environmental reporting covered 95% of Group entities by worldwide revenue. Since 2011, the consolidation rules used for these scopes are the same as the financial consolidation rules, except for the following entities, which are still consolidated proportionally: VINCI Construction Grands Projets: all projects; CFE: all CFE group companies, including the stake in DEME (Belgium); Soletanche Freyssinet: Tierra Armada SA, Grupo Rodio Kronsa and Freyssinet SA (Spain). These consolidation rules apply to all reporting indicators, except the number of environmental incidents indicator, in which all incidents count for 1. Changes in scope Social reporting scope: changes in scope in year Y are taken into account in the same year. Environmental reporting scope: changes in scope in year Y are taken into account in year Y+1.
4.3
Indicators are selected on the basis of the social and environmental impact of the Groups activities and the risks associated with those activities. There are three levels of core social indicators: those specified in Articles R.225-104 and R.225-105 of the French Commercial Code; those included in the social report, as required by French law; and specific indicators reflecting VINCIs human resources policy.
Indicator selection
The complementary nature of these three levels of indicators makes it possible to measure the results of the Groups human resources policy and social commitments. The core environmental indicators are made up of five types: resource consumption (energy/CO2 and water); waste management and recycling; certifications and special projects; environmental awareness and training; environmental incidents and provisions for environmental risks.
Each business line continues to use its own additional indicators, which are based on its specific environmental challenges.
4.4
The methodologies used for some social and environmental indicators may be subject to limitations due to: differences between French and international definitions (which VINCI is working to harmonise); differences in labour and social laws in some countries; the fact that some estimates may not be representative or that some external data required for calculations may not be available, particularly data required for environmental indicators at VINCI Construction, where a statistical approach is being deployed for this purpose; changes in indicator definitions that could affect their comparability; changes in business scope from one year to the next; the difficulty of collecting data from a subcontractor or joint venture with external partners; the procedures for collecting and entering this information. Eurovia France and Eurovia Belgiums water consumption and Eurovia Frances energy consumption are calculated on the basis of financial amounts and associated average prices for the 2012 environmental reporting reference period. Continued efforts are being made to report consumption levels directly. Due to the restructuring at the end of September 2012 that impacted some entities recently integrated into VINCI Energies France, these entities did not report actual environmental data for the third quarter of 2012 but provided estimates based on the previous nine months. For VINCI plc, figures for total waste generation and the percentage of waste recycled are based on estimated fill ratios of waste skips, taking into account the type and density of the waste. Since 2011, VINCI Park in France has altered its method of calculating purchased water consumption. For car parks outside Paris that do not have automatic sprinkler-type fire extinguishing systems, water consumption is calculated from the total purchase cost of water divided by its average price in France. For other car parks, water consumption corresponds to the volume of water purchased. Total energy consumption is expressed in MWh Higher Calorific Value (HCV). The conversion factors used are 0.0104 MWh/litre, 12.027 MWh/ tonne and 4.839 MWh/tonne for motor fuel, heavy fuel oil and coal (lignite), respectively.
Methodological explanations and limitations
168
For VINCI Construction France, consumption of water, electricity and heating oil on worksites (mobile sites) is estimated using a statistical method. Coefficients reflecting the relationship between environmental indicators and revenues are calculated on the basis of a representative sample of worksites. These coefficients were then used to extrapolate results to all worksites, by applying them to consolidated revenue for the period from 1 October 2011 to 30 September 2012. The figures in the Annual Report are based on data known at the end of the financial year. They may, however, be adjusted the following year if a significant anomaly is observed and provided that the adjustment is substantiated in detail. None of the figures published in the 2011 Annual Report were adjusted in 2012. Occupational illnesses are defined as illnesses contracted following prolonged exposure to a professional risk (noise, hazardous products, posture, etc.) and recognised as such by the regulations in force.
4.5
Social data is collected from each operational entity using a specific package of the Vision II data reporting system, including automatic controls. Data is checked and validated by the Group entities themselves. This data is then consolidated in two steps: Step 1: business lines Each business line consolidates all data within its scope. When consolidation takes place, data consistency checks are carried out. Having been consolidated and checked at the business-line level, data is then provided to the Group Human Resources Department. Step 2: Group Human Resources Department The Group HR Department consolidates data across the whole scope and checks its consistency. Environmental data is collected, checked, consolidated and validated by the environment managers in each business line and division using their own IT tools. The data is then consolidated centrally using Vision II. When consolidation takes place, data consistency checks are carried out at Group level by the Delegation for Sustainable Development. Comparisons are made with the previous years data and any material discrepancies are analysed in detail.
Consolidation and internal control
4.6
Each year since 2003, VINCI has asked its Statutory Auditors to give their opinion on the quality of the procedures used to report social and environmental information. In 2012, the audit was conducted by both Statutory Auditors. The social and environmental indicators that they audited are identified in the tables by the symbol (see pages 139 to 157). The nature of the auditing work carried out and the findings are presented on pages 177 to 178.
External controls
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F. General Information about the Company and its share capital

1. Corporate name and Articles of Association
Corporate name: VINCI Registered office: 1 cours Ferdinand-de-Lesseps, 92500 Rueil Malmaison, France Telephone: + 33 1 47 16 35 00 Fax: + 33 1 47 51 91 02. Type of company: French public limited company (Socit Anonyme) with a Board of Directors Applicable legislation: French Date of formation: 1 July 1908 Legal term of existence: The initial duration was set at 99 years and was extended by another 99 years on 21 December 1979. The date of expiry is thus 21 December 2078, unless the term of existence is extended once again or the company is liquidated at an earlier date. Financial year: From 1 January to 31 December Registration number: RCS 552 037 806 Nanterre Siret no. 552 037 806 00585 Code NAF: 7010Z Place where legal documents can be consulted: Legal documents relating to VINCI are available at its registered office, at the Clerks Office of the Nanterre Commercial Court and on the Companys website (www.vinci.com). Corporate purpose (Article 2 of the Articles of Association) The Company has as its purpose: undertaking all forms of civil engineering: in particular, development of the goodwill originally contributed by Sainrapt-et-Brice and continuation of the business of that company, specialising in all types of underground works, foundations, hydraulics and reinforced concrete; and more generally, all industrial, commercial, financial, securities and property operations directly or indirectly related to the purposes specified above. The Company may pursue these operations in metropolitan France and overseas France, as well as other countries, either alone, or in partnership, on a trading basis, or in any other form whatsoever, either directly, or indirectly through transfer, leasing arrangements or under licence, either on a brokerage or commission basis. In addition, it may implement any measures, either alone or by any other means, create any partnerships or companies, make any contributions in kind to existing companies, merge or enter into alliances with them, subscribe, purchase and resell any shares or other corporate rights, take all orders and extend any loans, credits and advances. Statutory appropriation of income (excerpt from Article 19 of the Articles of Association) At least 5% of the income for the year, after deduction of any previous years losses, is taken to the statutory reserve. This ceases to be obligatory when the reserve reaches an amount equal to 10% of the share capital. This process is to resume when the reserve falls below this 10% level. The income available for distribution consists of the income for the year (after deduction of previous years losses as well as any amounts set aside in reserves in application of the law or Articles of Association) and retained earnings. The Shareholders General Meeting allocates the following from this distributable income: any amounts considered by the Board of Directors as appropriate for constituting or supplementing any ordinary or special reserves, or for carrying over to the next year as retained earnings; the amount required for distribution to shareholders by way of a first dividend, equal to 5% of the amounts of their fully paid, unredeemed shares. Shareholders cannot, however, claim this dividend against the income of subsequent years should the income of a given year be insufficient for the dividend payment; the balance available after these allocations is distributed in respect of all shares, in proportion to the amount of the share capital they represent. Following a proposal from the Board of Directors, the Shareholders General Meeting may decide to distribute amounts taken from available reserves. In such a case, the decision must indicate the specific reserves from which the amounts are to be taken. Except in the case of a capital reduction, no distribution to shareholders may be made if the shareholders equity is (or would be, following such a distribution) less than the amount of the share capital plus any reserves whose distribution is not permitted under the law or Articles of Association. The conditions for payment of dividends agreed by the Shareholders General Meeting are determined by the Shareholders General Meeting or, failing that, by the Board of Directors. The payment of dividends must occur within nine months of the year-end, unless this deadline is extended by a Court decision. The Shareholders General Meeting may offer each shareholder, for all or for part of the dividend or interim dividend distributed, the choice between payment in cash and payment in shares. Shareholders General Meetings (Article 17 and excerpt from Article 8 of the Articles of Association) Article 17 of the Articles of Association is described in the Report of the Chairman of the Board of Directors, part A5 Formalities for participation of shareholders in the Shareholders General Meeting, page 187. Excerpt from Article 8 of the Articles of Association: In addition to the voting right attached to it under the law, each share gives the right to a proportion (based on the number and nominal value of outstanding shares) of the Companys assets, earnings and liquidating dividends.
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Statutory threshold provisions (excerpt from Article 10b of the Articles of Association) In addition to the obligations relating to declaration thresholds set out in paragraph 1 of Article L.233-7 of the French Commercial Code, any individual or legal entity, acting alone or in concert, who comes to hold or ceases to hold a proportion of the share capital, voting rights or securities giving future access to the Companys share capital, equal to or greater than 1%, or a multiple thereof, including a multiple exceeding the reporting threshold as defined by legislative and regulatory provisions in force, must inform the Company within five stock market trading days of the date of crossing one of these thresholds or, when a Shareholders General Meeting has been convened, no later than midnight (Paris time) of the third business day preceding the meeting, of the total number of shares, voting rights or securities giving future access to the Companys share capital that it holds on its own account directly or indirectly, or in concert. Failure to meet this obligation will be sanctioned by the loss of the voting rights attached to the shares exceeding the undeclared proportion at any Shareholders General Meeting held within two years of the date of the due notification provided for above. This sanction is applied if so requested by one or several shareholders holding at least 5% of the Companys share capital and if the request is entered in the minutes of the Shareholders General Meeting. Shareholder identification (excerpt from Article 10b of the Articles of Association) The Company is entitled to ask the securities clearing body, under the conditions defined by the regulations in force, for the name, nationality and address of individuals or legal entities holding securities that confer, now or in the future, voting rights at its Shareholders General Meetings; for the number of securities held by each individual or legal entity; and, where applicable, the restrictions attached to those securities.
2.
2.1
Relations between the parent company and subsidiaries

Organisation chart (*)
VINCI
CONCESSIONS
VINCI Autoroutes
ASF
CONTRACTING
VINCI Construction
VINCI Immobilier VINCI Construction France VINCI Construction UK CFE (Belgium) Sogea-Satom (Africa) VINCI Construction Overseas France Subsidiaries in Central Europe Soletanche Freyssinet Entrepose Contracting VINCI Construction Grands Projets VINCI Construction Terrassement Dodin Campenon Bernard
VINCI Concessions
VINCI Park
VINCI Energies
VINCI Energies France VINCI Energies International VINCI Energies GSS VINCI Facilities
Eurovia
French subsidiaries ETF Specialised subsidiaries UK and Indian subsidiaries Other European subsidiaries North and South American subsidiaries
Escota
VINCI Airports
Cofiroute
Rail
Arcour
Highways
VINCI Stadium
(*) Simplified organisation chart of the Group at 31 December 2012. VINCIs direct shareholdings in subsidiaries and affiliates are described on page 290. The list of the main consolidated companies (pages 268274) gives an indication of the subsidiaries that comprise the Group and of VINCIs equity interest (whether direct or indirect) in the various entities.
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2.2
The VINCI holding company has no operational activities of its own. The Groups operational activities are carried out by a large number of affiliates (there were 2,350 consolidated affiliates at 31 December 2012), which are organised into five business lines within two core businesses, Concessions (VINCI Autoroutes and VINCI Concessions) and Contracting (VINCI Energies, Eurovia and VINCI Construction). VINCI Immobilier, which is in charge of property development activities, reports directly to the VINCI holding company. The holding company provides leadership and supervisory functions for the Groups operational entities, supplying services and assistance to its subsidiaries in the following areas: development and execution of strategy, acquisitions and disposals, and the study and implementation of industrial and commercial synergies within the Group; provision of expertise in administrative, legal, human resources, tax, financial, communication and sustainable development matters. VINCI also shares with its subsidiaries the benefits associated with the Groups size and reputation, such as access to internationally recognised partners, optimisation of terms for financing, purchases and insurance, easier access to regulatory authorities, and public relations.
Role of the VINCI holding company towards its subsidiaries
2.3
The main movements of funds between the VINCI holding company and its subsidiaries, other than the payment of dividends, are as follows: Payment for the holding companys assistance to its subsidiaries In exchange for the assistance provided to its subsidiaries, the holding company receives a fee depending on the services provided. In 2012, fees for assistance received by VINCI from its subsidiaries amounted to 103 million. Centralised cash management Group subsidiaries cash surpluses are generally invested with the holding company through a cash pooling system. In return, the holding company meets subsidiaries financing needs. The holding company acts on the money and financial markets on its own behalf or on its subsidiaries behalf, investing and borrowing funds as necessary. With some exceptions (the main one to date being ASF and its subsidiaries in accordance with the contracts entered into with the Caisse Nationale des Autoroutes), this system applies to all French subsidiaries wholly owned, directly or indirectly, by VINCI. VINCI Finance International, a wholly owned subsidiary of VINCI, centralises all the cash flows of foreign subsidiaries working in the Groups main markets in Europe and North America. VINCI and VINCI Finance International may make medium-term loans to some subsidiaries to finance investments and working capital and receive funds from other subsidiaries for fixed-term deposits. At 31 December 2012, these transactions represented outstandings for VINCI of 2,160 million for medium-term loans and 788 million for fixed-term deposits, and outstandings for VINCI Finance International of 3,851million for medium-term loans and 212 million for fixed-term deposits. Regulated agreements There are regulated agreements between VINCI and its subsidiaries, which are subject to prior authorisation by the Board of Directors, special reports by the Statutory Auditors and approval by the Shareholders General Meeting.
Movements of funds between the VINCI holding company and its subsidiaries
3.
General information about VINCIs share capital

All changes in share capital or in the rights attached to the shares are statutory to general legal provisions. The Articles of Association do not provide for additional conditions (except as regards statutory thresholds, see paragraph 1 Corporate name and Articles of Association). On 31 December 2012, VINCIs share capital amounted to 1,443,368,380, represented by 577,347,352 shares, each with a nominal value of 2.50, fully paid-up and all of the same class. VINCI shares are registered or bearer shares, at the shareholders choice, and may be traded freely.
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3.1
Movements in share capital over five years

Capital increase/ (reduction) (in euros) Position at 31/12/2007 Group Savings Scheme Share subscription options exercised Payment of dividend in shares Position at 31/12/2008 Group Savings Scheme Share subscription options exercised Payment of dividend in shares Position at 31/12/2009 Group Savings Scheme Share subscription options exercised Payment of dividend in shares Cegelec contribution Position at 31/12/2010 Group Savings Scheme Share subscription options exercised Position at 31/12/2011 Group Savings Scheme Share subscription options exercised Position at 31/12/2012 22,643,660 7,533,040 252,503,166 52,984,072 9,057,464 3,013,216 25,210,833 6,429,730 317,288,509 44,549,294 10,084,333 2,571,892 15,091,573 8,955,645 2,610,025 52,500,000 187,374,980 54,594,480 36,999,714 792,067,549 6,036,629 3,582,258 1,044,010 21,000,000 22,671,710 7,355,790 31,960,175 207,017 588 44,962,646 334,842,687 9,068,684 2,942,316 12,784,070 8,476,643 5,887,258 11,100,330 139,104,535 31,048,028 185,751,933 3,390,657 2,354,903 4,440,132 Share premium arising on contributions or mergers (in euros) Number of shares issued or cancelled Number of shares outstanding 485,976,788 489,367,445 491,722,348 496,162,480 496,162,480 505,231,164 508,173,480 520,957,550 520,957,550 526,994,179 530,576,437 531,620,447 552,620,447 552,620,447 562,704,780 565,276,672 565,276,672 574,334,136 577,347,352 577,347,352 Share capital (in euros) 1,214,941,970 1,223,418,613 1,229,305,870 1,240,406,200 1,240,406,200 1,263,077,910 1,270,433,700 1,302,393,875 1,302,393,875 1,317,485,448 1,326,441,093 1,329,051,118 1,381,551,118 1,381,551,118 1,406,761,950 1,413,191,680 1,413,191,680 1,435,835,340 1,443,368,380 1,443,368,380
3.2
Potential capital
The only existing financial instruments that could cause the creation of new shares are the share subscription options granted to VINCI officers and employees (see section D, Company officers and executives, paragraph 4.2, on page 134 of the Report of the Board of Directors for details of these options). Share subscription options would become exercisable in the event of a public offer.
3.3
Changes in the breakdown of share capital and voting rights during the last three years
Breakdown of share capital (*)
December 2012 Number of shares Treasury shares (**) Employees (company mutual funds) Total not publicly held Company officers Other individual shareholders Total individual shareholders Qatari Diar Financire Pinault Other institutional investors Total institutional investors Total (**) Treasury shares held by VINCI SA. 41,102,058 57,382,650 98,484,708 2,536,738 60,613,393 63,150,131 31,500,000 8,156,877 376,055,636 415,712,513 577,347,352 % capital 7.1% 9.9% 17.1% 0.4% 10.5% 10.9% 5.5% 1.4% 65.1% 72.0% 100.0% 10.7% 10.7% 0.5% 11.3% 11.8% 5.9% 1.5% 70.1% 77.5% 100.0% % voting rights Number of shares 25,021,501 55,590,796 80,612,297 2,447,566 65,442,081 67,889,647 31,500,000 15,712,512 369,562,216 416,774,728 565,276,672 December 2011 % capital 4.4% 9.8% 14.3% 0.4% 11.6% 12.0% 5.6% 2.8% 65.4% 73.7% 100.0% 10.3% 10.3% 0.5% 12.1% 12.6% 5.8% 2.9% 68.4% 77.1% 100.0% % voting rights Number of shares 11,360,406 49,904,956 61,265,362 2,507,943 63,845,270 66,353,213 31,500,000 20,987,172 372,514,700 425,001,872 552,620,447 December 2010 % capital 2.1% 9.0% 11.1% 0.5% 11.6% 12.0% 5.7% 3.8% 67.4% 76.9% 100.0% 9.2% 9.2% 0.5% 11.8% 12.3% 5.8% 3.9% 68.8% 78.5% 100.0% % voting rights
(*) Estimate at end-December on the basis of registered named shareholders, a schedule of identifiable bearer shares and a shareholding survey conducted with institutional investors.
Employee shareholders Details of the Group Savings Scheme are given in the Social and environmental information section of the Report of the Board of Directors on page 143 and in Notes E.18 and E.19.3 to the consolidated financial statements. Voting rights The difference between the breakdown of shareholdings and voting rights is due to the absence of voting rights attached to treasury shares. There are no double voting rights.
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Crossing of shareholding thresholds According to the declarations received by the Company in 2012 notifying that the legal threshold of 5% or the 1% threshold provided for in the Articles of Association of share capital or voting rights had been crossed, the shareholders identified at 31 December 2012 as owning more than 1% of the share capital or voting rights, other than those shown in the table on the previous page, are as follows: Alecta: one declaration in 2012, which mentions a shareholding in VINCI of 1.0% on 11 January 2012; Socit Gnrale: four declarations in 2012; the latest mentions a shareholding in VINCI of 4.5% on 14 May 2012; Crdit Suisse: six declarations in 2012; the latest mentions a shareholding in VINCI of 1.3% on 15 May 2012; Natixis: two declarations in 2012; the latest mentions a shareholding in VINCI of 1.9% on 29 May 2012; Amundi: five declarations in 2012; the latest mentions a shareholding in VINCI of 3.1% on 19 July 2012; UBS: two declarations in 2012; the latest mentions a shareholding in VINCI of 1.4% on 19 November 2012. In a letter dated 6 February 2012, Financire Pinault, in presumed concert with its subsidiaries Artmis 12 and TEM, declared that on 31January2012 its shareholding fell below the threshold of 2% of the Companys share capital or voting rights, to 1.4% of the share capital. To the best of the Companys knowledge, there are no other shareholders owning 1% or more of the share capital of VINCI who declared in 2012 having crossed either the legal threshold or the threshold provided for in the Articles of Association. Shareholder agreements In April 2010, following the transaction under which Cegelec was transferred to VINCI, the Qatari Diar Real Estate Investment Company (Qatari Diar) acquired a shareholding in VINCI. This acquisition was accompanied by a stable shareholding agreement, under which VINCI agreed to reserve a seat on its Board of Directors for a person nominated by Qatari Diar and the first director was appointed by the Shareholders General Meeting of 6 May 2010. Since 29 November 2012, Mr Abdul Hamid Janahi has been the permanent representative of Qatari Diar, replacing Mr Yousuf Ahmad Al Hammadi. Under the agreement, Qatari Diar shall maintain a shareholding in VINCI of between 5% and 8% for a period of three years starting on 14 April 2010, barring certain non-significant exceptions (see the 14 April 2010 press release issued regarding this transaction). VINCI shall have a right of first offer (or, in some cases, a pre-emptive right) on any disposals by Qatari Diar of blocks of shares representing more than 1.0% of the share capital. To the best of the Companys knowledge, with the exception of this agreement and the presumed concerted action of Financire Pinault with Artmis 12 and TEM, which it controls, there are no shareholder agreements or groups of shareholders acting as partners. Registered shareholders At 31 December 2012, the Company had 4,264 shareholders whose registration is managed by the Company and 1,513 shareholders whose registration is managed by a financial institution. At that date, 304,851 shares whose registration is managed by the Company and 188,144 shares whose registration is managed by a financial institution were pledged.
3.4 3.5
The disclosures required under Article L.225-211 of the French Commercial Code are made in Note C.3 to the parent company financial statements on page 283.
Treasury shares
Shareholders agreement relating to ASF shares
In December 2006, in connection with the financing of the transfer by VINCI of its 22.99% shareholding in ASF to ASF Holding, VINCI entered into a shareholders agreement with its subsidiary ASF Holding, to which this shareholding was transferred, under which the two companies organise their relations within ASF. Under the terms of this agreement, the parties undertake, as majority shareholders of ASF, to act in such a way as to ensure that the decisions made by the competent governing bodies of ASF comply with: the principle of implementing and maintaining a policy of maximising the dividends distributed on the basis of ASFs distributable income and reserves, provided ASF meets its commitments to a syndicate of 23 banks in respect of the 3.5 billion financing signed on 18 December2006, and, in particular, with the following financial ratios, calculated on the basis of ASFs consolidated financial statements: net debt to cash flow from operations(*) 7 and cash flow from operations(*) to net financial costs 2.2; the prior conditions for any disposal by ASF of shares it holds in Escota, as defined in the credit line agreements signed on 18 December2006 with a bank syndicate by ASF and ASF Holding of 3.5 billion and 1.2 billion respectively. VINCI undertakes furthermore that VINCI Concessions will return to ASF Holding the sums that ASF Holding may have made available to it under Group centralised cash management agreements, should ASF Holding be required to make early repayment of its syndicated loan of 1.2 billion; that it will maintain, directly or indirectly, a shareholding in ASF giving it access to a majority of the share capital and voting rights. This commitment ended when ASF Holding increased its shareholding in ASF so as to hold the majority of the share capital and voting rights directly. The parties also undertake, in the event of the sale of shares giving a third party a blocking minority in ASF, to require that third party to sign the shareholders agreement beforehand. The shareholders agreement was to remain in force as long as any money remained due to the banks under ASF Holdings syndicated loan. Given that the syndicated loan was repaid in advance on 29 June 2012, the shareholders agreement ended on that date. VINCI has not entered into any agreements other than this agreement that could have a material effect on its share price. However, it should be stated that the formation of companies by VINCI with other parties may have resulted in agreements being made. This is the case in particular for Cofiroute, Stade de France Consortium and companies created specifically for the needs of securing and managing infrastructure concessions. 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.
(*) Before tax and financing costs.
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3.6
VINCI shares and the stock market
The VINCI share is traded on the regulated market of Euronext Paris (Compartment A) and on several Multilateral Trading Facilities (MTFs), of which the main ones are Chi-X, Turquoise and BATS. In 2012 as a whole, 69% by volume of the trades were on Euronext Paris and 31% on MTFs. The VINCI share is included in particular in the CAC 40, Euronext 100, Euro Stoxx 50, Euro Stoxx Construction & Materials, Euro Dow and Aspi Eurozone indexes. Changes in the stock price and in trading volumes over the last 18 months were as follows (source: Euronext Paris and Bloomberg):
Average price(1) (in euros) 2011 July August September October November December 2012 January February March April May June July August September October November December (1) Average of closing prices (Euronext Paris). (2) Price during trading sessions (Euronext Paris). (3) Volume of transactions (Euronext + MTF). (4) (Volume of transactions Euronext + MTF) x average price. 41.4 35.3 32.9 34.5 32.1 32.6 35.5 38.0 39.4 35.4 33.7 33.7 35.2 34.7 35.2 34.1 33.3 35.4 Highest(2) (in euros) 44.8 41.4 36.5 38.2 36.0 34.3 37.1 39.6 40.9 39.2 35.7 36.9 38.0 36.0 37.0 35.8 34.9 36.7 Lowest(2) (in euros) 38.8 32.1 29.5 30.0 28.5 31.1 33.6 35.7 37.7 32.2 31.5 31.2 32.1 32.1 33.2 33.1 31.8 33.9 Transactions(3) (in millions of shares) 65.8 108.5 96.4 69.1 96.7 74.3 69.0 60.5 57.2 77.3 84.4 75.6 74.7 48.8 60.2 52.8 54.3 41.6 Value of transactions (4) (in millions) 2,727.6 3,823.5 3,171.4 2,386.0 3,103.3 2,422.3 2,451.6 2,297.2 2,255.0 2,738.4 2,846.4 2,546.1 2,632.3 1,693.3 2,119.8 1,803.0 1,805.9 1,471.6
4.
Matters that could be material in the event of a public offer

In application of Article L.225-100-3 of the French Commercial Code, matters that could be material in the event of a public offer are as follows:
a) Structure of the Companys share capital b) Restrictions in the Articles of Association on the exercise of voting rights and the transfer of shares or clauses of agreements brought to the Companys knowledge in application of Article L.233-11 c) Direct or indirect investments in the Companys share capital of which it has knowledge by virtue of Articles L.233-7 and L.233-12 d) The list of holders of any shares granting special control rights and description thereof e) Control arrangements provided for if there is an employee shareholding system in place, whenever rights to control are not exercised by the employees f) Any agreements between shareholders of which the Company has knowledge and that could entail restrictions on the transfer of shares and the exercise of voting rights g) The rules applicable to the appointment and replacement of members of the Board of Directors and to amendments of the Articles of Association h) The powers of the Board of Directors, in particular for the issue or buy-back of shares i) Agreements entered into by the Company that are amended or cease in the event of a change of control of the Company, unless this disclosure would seriously undermine its interests, except when such disclosure is a legal obligation j) Agreements providing for compensation payable to members of the Board of Directors or employees if they resign or are dismissed without valid grounds or if their employment is terminated due to a public offering F. General information, paragraph 3.3 Changes in the breakdown of share capital and voting rights during the last three years F. General information, paragraph 1 Statutory threshold provisions (excerpt from Article 10b of the Articles of Association) F. General information, paragraph 3.3 Crossing of shareholding thresholds F. General information, paragraph 3.3 Registered shareholders F. General information, paragraph 3.3 Employee shareholders F. General information, paragraphs 3.3 Shareholder agreements and 3.5 Shareholders agreement relating to ASF shares Report of the Chairman on corporate governance and internal control procedures, provisions of law and Articles of Association Table of authorisations regarding share capital increases attached to the Report of the Board of Directors and F. General information, paragraph 3.2 Potential capital F. General information, paragraph 3.5 Shareholders agreement relating to ASF shares Note 22.2.5 to the consolidated financial statements D. Company officers and executives, paragraph 3.2 Remuneration received by the Chairman and Chief Executive Officer, Report of the Chairman of the Board on corporate governance and internal control procedures
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5. Other information on the Company forming an integral part of the Report of the Board of Directors
The sections Stock market and shareholder base (pages 30-31), Parent company financial statements (pages 276-291) and the consolidated financial statements (pages 195274) form an integral part of the Report of the Board of Directors. The following documents are annexed to the Report of the Board of Directors: the Report of the Chairman of the Board of Directors on corporate governance and internal control procedures (pages 179192); the table of financial results over the last five years (page 291); the table below of authorisations granted to increase the share capital (pages 175176).
Authorisations granted to the Board of Directors to increase the share capital and carry out other financial transactions
The authorisations currently in force are as follows:
Date of Shareholders General Meeting Share buy-backs(1) Capital reductions by cancellation of treasury shares Capital increases through capitalisation of reserves, profits and share premiums Issues, maintaining the shareholders preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries Issues of Ocane bonds, while cancelling shareholders preferential subscription rights, by the Company and/or its subsidiaries Issue of debt securities other than Ocane bonds giving access to the share capital, while cancelling the shareholders preferential subscription rights Increase of the amount of an issue if it is over-subscribed Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital Capital increases reserved for employees of VINCI and its subsidiaries under Group savings plans Capital increases reserved for a specific category of beneficiaries in order to offer employees outside France benefits comparable to those offered to employees who subscribe directly or indirectly through a company mutual fund in a savings plan Authorisation to allocate existing performance shares Issue of share subscription options 12/04/12 (Fifth resolution) 12/04/12 (Eighth resolution) 02/05/11 (Twentieth resolution) 02/05/11 (Twenty-first resolution) 02/05/11 (Twenty-second resolution) 02/05/11 (Twenty-third resolution) 02/05/11 (Twenty-fourth resolution) 02/05/11 (Twenty-fifth resolution) 12/04/12 (Ninth resolution) 12/04/12 (Tenth resolution) 12/04/12 (Eleventh resolution) 02/05/11 (Twenty-eighth resolution) Maximum amount of issue (nominal value) 2,000 million 10% of the share capital 10% of the share capital over a period of 24 months
(2)
Date of expiry 11/10/13 11/10/13 01/07/13 01/07/13 01/07/13 01/07/13 01/07/13
300million (shares)(3) 5,000million (debt securities)(4) 150million (shares)(3)(5) 3,000million (debt securities)(4)(6) 150million (shares)(3)(5) 3,000million (debt securities)(4)(6) 15% of the initial issue(3)(4)
01/07/13
10% of the share capital 2% of the share capital(7)
11/06/14
11/10/13
2% of the share capital(7) 1% of the share capital(8) Other conditions(9) 0.9% of the share capital(10) Other conditions(11)
11/06/15 01/07/14
1) Except during a public offer period. (2) Total amount of reserves, profits or share premiums arising on issue that may be capitalised. (3) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Twenty-first, Twenty-second, Twenty-third and Twenty-fourth resolutions adopted by the Shareholders General Meeting of 2 May 2011 may not exceed 300 million. (4) The cumulative nominal amount of issues of debt securities that may be undertaken by virtue of the Twenty-first, Twenty-second, Twenty-third and Twenty-fourth resolutions adopted by the Shareholders General Meeting of 2 May 2011 may not exceed 5,000 million. (5) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Twenty-second and Twenty-third resolutions adopted by the Shareholders General Meeting of 2 May 2011 may not exceed 150 million. (6) The cumulative nominal amount of issues of debt securities that may be undertaken by virtue of the Twenty-second and Twenty-third resolutions adopted by the Shareholders General Meeting of 2 May 2011 may not exceed 3,000 million. (7) The total number of shares that may be issued under the Ninth and Tenth resolutions of the Shareholders General Meeting of 12 April 2012 may not exceed 2% of the shares representing the share capital when the Board of Directors takes its decision. (8) The total number of performance shares that may be granted under the Eleventh resolution of the Shareholders General Meeting of 12 April 2012 may not exceed 1% of the shares representing the share capital when the Board of Directors takes its decision. (9) Shares are only definitively allocated after a minimum vesting period of two years following their allocation to beneficiaries provided the beneficiaries are still Group employees or company officers at the date of definitive allocation. The number of shares definitively allocated is subject to the condition that, during the two-year vesting period, the VINCI Groups average return on capital employed (ROCE), after restating for non-controlling interests, is greater than 6% and the number of performance shares finally allocated will depend on this rate: 100% of the performance shares will be allocated if it is greater than 7% and the proportion will be set by linear interpolation if this rate is between 6% and 7%. (10) The total number of options that may be granted under the Twenty-eighth resolution of the Shareholders General Meeting of 2 May 2011 may not relate to a number of shares to subscribe exceeding 0.9% of the number of shares making up the share capital. (11) The issue price of the shares may not be less than the average stock market price on the 20 trading days preceding the day of the Board of Directors meeting at which the options are granted; the performance conditions attached to the options must include a mechanism that ties the number of options granted to the Groups intrinsic business performance, reflected in achieving a return on capital employed (ROCE) of at least 5%.
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The authorisations proposed to the Shareholders General Meeting of 16 April 2013 are as follows:
Date of Shareholders General Meeting Share buy-backs(1) Capital reductions by cancellation of treasury shares Capital increases through capitalisation of reserves, profits and share premiums Issues, maintaining the shareholders preferential subscription rights, of all shares and securities giving access to the share capital of the Company and/or its subsidiaries Issues of Ocane bonds, while cancelling shareholders preferential subscription rights, by the Company and/or its subsidiaries Issue of debt securities other than Ocane bonds giving access to the share capital, while cancelling the shareholders preferential subscription rights Increase of the amount of an issue if it is over-subscribed Issues of all shares and securities giving access to the share capital to use as consideration for contributions in kind made to the Company in the form of shares or securities giving access to the share capital of the Company Capital increases reserved for a specific category of beneficiaries in order to offer employees outside France benefits comparable to those offered to employees who subscribe directly or indirectly through a company mutual fund in a savings plan 16/04/13 (Twelfth resolution) 16/04/13 (Sixteenth resolution) 16/04/13 (Seventeenth resolution) 16/04/13 (Eighteenth resolution) 16/04/13 (Nineteenth resolution) 16/04/13 (Twentieth resolution) 16/04/13 (Twenty-first resolution) 16/04/13 (Twenty-second resolution) 16/04/13 (Twenty-third resolution) Date of expiry 15/10/2014 15/10/2014 15/06/2015 15/06/2015 15/06/2015 15/06/2015 15/06/2015 15/06/2015 15/10/2014 Maximum amount of issue (nominal value) 2,000 million 10% of the share capital 10% of the share capital over a period of 24 months
(2)
300 million (shares) (3) 5,000 million (debt securities) (4) 150 million (shares) (3)(5)(7) 3,000 million (debt securities) (4)(6) 150 million (shares) (3)(5)(7) 3,000 million (debt securities) (4)(6) 15% of the initial issue 10% of the share capital(7) 2% of the share capital(8)
(1) Except during a public offer period. (2) Total amount of reserves, profits or share premiums arising on issue that may be capitalised. (3) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Eighteenth, Nineteenth, Twentieth and Twenty-first resolutions adopted by the Shareholders General Meeting of 16 April 2013 may not exceed 300 million. (4) The cumulative nominal amount of issues of debt securities that may be undertaken by virtue of the Eighteenth, Nineteenth and Twentieth resolutions adopted by the Shareholders General Meeting of 16 April 2013 may not exceed 5,000 million. (5) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Nineteenth and Twentieth resolutions adopted by the Shareholders General Meeting of 16April 2013 may not exceed 150 million. (6) The cumulative nominal amount of issues of debt securities that may be undertaken by virtue of the Nineteenth and Twentieth resolutions adopted by the Shareholders General Meeting of 16April 2013 may not exceed 3,000 million. 7) The cumulative nominal amount of share capital increases that may be undertaken by virtue of the Nineteenth, Twentieth and Twenty-second resolutions adopted by the Shareholders General Meeting of 16 April 2013 may not exceed 15% of the shares representing the share capital when the Board of Directors takes its decision. (8) The total number of shares that may be issued under the Twenty-third resolution adopted by the Shareholders General Meeting of 16 April 2013 and the Ninth resolution adopted by the Shareholders General Meeting of 12 April 2012 may not exceed 2% of the shares representing the share capital when the Board of Directors takes its decision.
177
Report of the Statutory Auditors expressing limited assurance on selected social, environmental and societal information
At your request and in our capacity as Statutory Auditors of VINCI SA, we hereby present to you our report on the consolidated social and environmental data identified by the symbol in the Report of the Board of Directors for the year ended 31 December 2012, prepared in accordance with the provisions of Article L.225-102-1 of the French Commercial Code. Responsibility of the Board of Directors The Board of Directors is responsible for establishing a report that includes the consolidated social and environmental data specified in Article R.225-105-1 of the French Commercial Code (the Information), prepared in accordance with the guidelines used by the company (the Guidelines), available at its head office and summarised in the Report of the Board of Directors, chapter E, Social and environmental information. Independence and quality control Our independence is defined by regulations, the code of ethics for our profession, and the provisions of Article L.822-11 of the French Commercial Code. We have also set up a quality control system that includes policies and documented procedures to ensure compliance with rules of ethics, professional standards and applicable laws and regulations. Responsibility of the Statutory Auditors Our responsibility is to express, based on the procedures performed, an opinion of limited assurance that the quantitative data selected by the VINCI Group, described in the table below and identified by the symbol (theData), is fairly presented, in all material respects, in accordance with the Guidelines.
Scope Indicators Period-end workforce Workforce by age bracket Number of women Total recruitment (unlimited term + fixed term + work-study contracts) Total departures of which number of redundancies or dismissals Total hours of training of which environmental training Number of employees trained Group Lost-time work accident frequency rate for VINCI employees Work accident severity rate for VINCI employees Occupational illness severity rate Total days of absenteeism Actual hours worked of which overtime Number of disabled employees Average VINCI salary Average VINCI salary for women Number of collective agreements by category Electricity consumption Fossil fuel consumption (natural gas, heavy fuel oil, domestic heating oil, motor fuel) Scope 1 and 2 CO2 emissions Group, excluding VINCI Construction Group, excluding Eurovia and VINCI Autoroutes Purchased water consumption Percentage of revenue from ISO 14001-certified activities Percentage of ISO 14001-certified revenue (works agencies) ISO 14001-certified tonnage (quarries owned) Eurovia ISO 14001-certified tonnage (coating plants owned) ISO 14001-certified tonnage (binder plants owned) Percentage of mix manufactured with recycled mix aggregate Kilometres of ISO 14001-certified motorways (in operation, under construction) Motorway user CO2 emissions VINCI Autoroutes Hazardous waste produced Non-hazardous waste produced Purchased de-icing salt Number of noise black spots dealt with during the year VINCI plc Total quantity of waste generated by VINCI plc Percentage of waste recycled by VINCI plc
178
We were assisted in our work by our Corporate Social Responsibility experts. Nature and scope of our procedures We conducted our procedures in accordance with the International Standard on Assurance Engagements (ISAE) 3000 and with professional standards applicable in France. We carried out the procedures below in order to provide limited assurance that the selected Data identified by the symbol contains no material misstatement that would indicate that it is not fairly presented, in all material respects, in accordance with the Guidelines. A higher level of assurance would have required more extensive work. For the selected Data, we performed the following procedures: We assessed the Guidelines with respect to their relevance, completeness, neutrality, understandability, and reliability, taking into account best practices in the industry, if applicable. We verified that the Group has implemented a data collection, compilation, processing and quality control process to ensure the completeness and consistency of the Data. We reviewed the internal control and risk management procedures involved in the preparation of the Data. We conducted interviews with the individuals in charge of social and environmental reporting and performed tests of details, on a sample basis, on the application of the Guidelines in selected entities(*) (the Entities). We carried out consistency tests with respect to the consolidation of the Data. The Entities accounted for 21% of the Groups employees and between 12% and 72% of the Groups environmental indicators. Conclusion Based on our procedures, nothing has come to our attention that causes us to believe that the Data identified by the symbol has not been prepared, in all material respects, in accordance with the Guidelines. Comments on the Data We have the following comments to make on the environmental Data: Reporting processes and tools should be further strengthened for construction activities outside France. VINCI Construction France uses a statistical method to measure its consumption of water, electricity, fuel oil and heating oil. This method should be improved to increase the reliability of the results produced. The Statutory Auditors Paris-La Dfense and Neuilly sur Seine, 7 February 2013 KPMG Audit Department of KPMG SA
Philippe Arnaud Partner Responsible for the Climate Change & Sustainability Services Patrick-Hubert Petit Partner
Deloitte & Associs

ric Dugelay Partner Sustainability and Climate Change Services Leader Alain Pons Partner
(*) Social data: VINCI Concessions: VINCI Park Services Ltd, Meteor Parking Ltd; VINCI Energies: VINCI Facilities IDF Tertiaire, VINCI Facilities IDF Industrie; Eurovia: Eurovia Czech Republic, Eurovia United Kingdom; VINCI Construction: VINCI plc, Dodin Campenon Bernard, SMP CZ and Prumstav, Entrepose Contracting, Entrepose Projets, Horizontal Drilling International, Spiecapag, Freyssinet France, Advitam, FIS, Freyssinet International & Cie, SBF Rueil, VINCI Construction Grands Projets. Environmental data: VINCI Autoroutes: ASF DRE Agen, ASF DRE Brive, ASF DRE Valence; VINCI Energies: VINCI Energies France Sud-Ouest Mditerrane Antilles Guyane, VINCI Energies France Normandie, VINCI Energies France PTE, VINCI Energies International Benelux; Eurovia: Eurovia Ile de France Haute Normandie, Eurovia Quebec, Eurovia Germany; VINCI Construction: VINCIConstruction France Direction Dlgue Est, VINCI Construction France Direction Dlgue Ouest, five VINCI Construction France mobile sites (Chantiers Archipel Habitat, Carr Feydeau, TourDescartes, Saint-Honor, Hydraulique DD Est), VINCI Construction Grands Projets Hallandsas, VINCI Construction Grands Projets Mtro du Caire, VINCI Construction Grands Projets Crossrail510, VINCI plc Tottenham Court Road, VINCI plc Streatham Hub, VINCI plc Connaught Tunnel and Surface Railway Works, VINCI plc Victoria Station Upgrade. This is a free translation into English of the Statutory Auditors report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. In the event of a legal dispute, the French version shall prevail.
Report of the Chairman
179
Report of the Chairman of the Board on corporate governance and internal control procedures
In accordance with Article L.225-37 of the French Commercial Code, the objective of this report of the Chairman of the Board of VINCI is to give an account of the composition of the Board of Directors, the application of the principle of equal representation of men and women on the Board, how the Boards work is prepared and organised, and the internal control and risk management procedures the VINCI Group has put in place. This report was prepared by the Chairman in liaison with the Companys Finance Department (the Audit Department being included therein) and Legal Department. The Corporate governance section of this report was submitted to the Appointments and Corporate Governance Committee. The Internal control and risk management procedures section was prepared with the input of the VINCI Groups business lines and divisions. The required information was gathered from key personnel responsible for internal audit and risk management procedures. This section of the report was submitted for approval to the Audit Committee. This report was approved by the Board of Directors at its meeting of 5 February 2013.
A. Corporate governance
1. Reference to the Afep-Medef code of corporate governance
At its meeting of 13 November 2008, the Board of Directors of VINCI decided that the Company would, as from financial year 2008, use the Afep-Medef code as a frame of reference for preparing the report required by Article L.225-37 of the French Commercial Code. This corporate governance code may be consulted in full on the Medef website (www.medef.com). The following criteria or recommendations of this code have been set aside:
Criterion/recommendation set aside A Director is not considered independent if he/she has held his/her position for more than 12 years. Reason The Groups significant assets relate to multi-year contracts that are in effect over a long period of time, sometimes several decades (concessions and public-private partnerships). Board members must have sufficient perspective on these activities. The individuals affected by this criterion are fully independent in their judgement. Provided the Board member in question is otherwise considered independent, the Board believes that the fact that he/she holds the position of (non-executive) Director of a subsidiary is a strength, and that this situation does not make him/her less independent in his/her judgement. In May 2010, the Company made a commitment to its Chairman and Chief Executive Officer to pay a benefit in the event the Board terminated his appointment, regardless of the reason. However, the Board has made payment of this benefit subject to performance criteria. There is no formalised system for measuring the individual contribution of each Board member. All of the members of the Board approved of the collegial manner in which the Board functions. This can only result from positive individual contributions.
A Director is not considered independent if he/she is a company officer of a subsidiary.
An executive may only receive a termination benefit if the departure from the company is imposed and due to a change in control or strategy.
The Boards assessment must measure the contribution of each member of the Board.
2.
Executive Management structure

On 6 May 2010, shareholders renewed Mr Huillards appointment as a member of the Board. The Board then decided to combine the functions of Chairman of the Board and Chief Executive Officer. The Board believed and continues to believe that this decision, announced in November 2009, represents the most appropriate choice for the Group because i) its operational structure demands it, with Executive Management of a listed holding company supported by structured businesses, Concessions and Contracting, ii) it wanted to unify the Groups top-level representation vis--vis third parties so as to clarify it and make the Group more responsive. The Board believes that the Groups solid performance over the last two years, in a tough economic environment, has confirmed the soundness of its decision. Chairman and Chief Executive Officer Xavier Huillard, Chairman and Chief Executive Officer: organises and directs the work of the Board and reports thereon to shareholders at the Shareholders General Meeting. He ensures the proper functioning of the various corporate bodies and committees and, in particular, ensures that the Directors are able to fulfil their responsibilities; has the broadest powers to act in all circumstances in the Companys name. He exercises these powers within the limits of the corporate purpose, subject to the powers that the law attributes expressly to shareholders and to the Board of Directors, and in accordance with the Boards internal rules. He represents the Company in its dealings with third parties and is responsible for overall operational management of the Group.
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He provides the Board and its committees with the information they need, reports on the highlights of the Groups operations over the period and implements the Boards decisions. The Boards internal rules require the Companys material transactions, referred to in paragraph 3.3 below, to be subject to prior approval by the Board. In addition, the Chairman and Chief Executive Officer regularly presents the Groups performance, prospects and strategy to the financial community, in particular through road shows. Mr Huillard chairs the Executive Committee and the Management and Coordination Committee. The Executive Committee had 13 members as of the date of this report. It met 22 times in 2012, with an average of two meetings per month. The Management and Coordination Committee is composed of the members of the Executive Committee and the Groups main operational and functional executives. Its purpose is to ensure broad consultation on VINCIs strategy and position as well as on cross-cutting policies within the VINCI Group. This committee has 35 members and met four times in 2012. Mr Huillard also chairs the Risk Committee mentioned in paragraph 4.3 of part B with powers to delegate this function. Vice-Chairman and Senior Director of the Board Yves-Thibault de Silguy was named Vice-Chairman and Senior Director of the VINCI Board on 6 May 2010. Mr de Silguy was previously Chairman of the Board (from 2006 to 2010), and he proposed that the Board change its system of corporate governance by creating a new Senior Director function with real prerogatives, set out in the Boards internal rules. The Board approved his proposal unanimously. The Senior Director has an outstanding level of information about the Group and how it operates and also enjoys specific powers that are specified in the Boards internal rules and restated in the Report of the Vice-Chairman and Senior Director on page 194 of this report. These factors ensure the systems efficiency. Mr de Silguy cannot be considered an independent Director as defined by the Afep-Medef code because he held the position of Chairman of the Board between 2006 and 2010. Nevertheless, the Board considers that his exceptional knowledge of the Group by virtue of his previous position, the information from which he will continue to benefit, as specified in the internal rules, and his availability constitute sufficient reason to assign the position to him. Mr de Silguy reports on his activity to the Remuneration Committee in the form of a detailed written report. Mr de Silguy: devotes part of his time to remaining up to the minute on the Groups news and events through regular meetings with the Groups principal operational and functional executives; assists the Chairman and Chief Executive Officer, as part of the companys corporate governance arrangements, in organising the work of the Board and its committees; provides the Board with his insights on transactions it will have to consider, supplementing the activity of the Board committees, and ensures the proper functioning of governance bodies on behalf of the Board; calls a meeting of the Directors once a year, without the Chairman and Chief Executive Officer being present. Mr de Silguy also chairs the Appointments and Corporate Governance Committee and the Strategy and Investments Committee. He takes part in numerous meetings with individual shareholders. Lastly, Mr de Silguy assists the Chairman and Chief Executive Officer and the executives of the Groups numerous subsidiaries, at their request, in high-level representation vis--vis governmental authorities and major customers and business partners in France and abroad. This support is governed by a services agreement approved by shareholders at the Shareholders General Meeting of 6 May 2010. The Board of Directors is careful to ensure that this contract does not give rise to a conflict of interest or weaken the role of Senior Director that has been separately assigned to Mr de Silguy. To this end, his remuneration is a fixed, non-adjustable sum and the agreements execution is reviewed every year by the Audit Committee, on the basis of a detailed written report. Acting on the advice of the Audit Committee, which conducts an annual review of Mr de Silguys activity report, the Board considers that the continuing performance of this agreement is useful for the Group and that the remuneration paid is consistent with the services provided.
3.
3.1
The Board of Directors

At the date of this document, the Board of Directors has 13 members, including one member representing employee shareholders. In 2012, shareholders renewed the term of Jean-Pierre Lamoure as Director. Dominique Bazy decided not to seek re-election to his position upon expiration of his term at the end of the Shareholders General Meeting of 12 April 2012. At the Shareholders General Meeting of 16 April 2013, shareholders will be asked to vote on the renewal of the term of Michael Pragnell as Director and the appointment of two new Directors. In addition, the terms of office of Franois David and Patrick Faure will expire at the end of this Annual Shareholders General Meeting. Since the Shareholders General Meeting of 12 April 2012, the percentage of women on the Board has been 15.4%. The Board aims to comply, within the specified time frame, with Law no. 2011-103 of 27 January 2011 concerning the balance between men and women on Boards of Directors and Supervisory Boards and concerning equal status for men and women. At the Shareholders General Meeting of 16 April 2013, shareholders will be asked to appoint Ms Yannick Assouad and Ms Graziella Gavezotti to the Board of Directors. Approval of the corresponding resolution will lift the percentage of women on the Board to 30.8%, thereby putting the Board in early compliance with the law and the AfepMedef code. Furthermore, subject to approval of the resolutions on the renewal and appointment of Directors by the Shareholders General Meeting, three of 13 Board members will not have French citizenship.
Composition of the Board of Directors Independence of members
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The term of office of Directors is four years. The Directors terms of office expire at different times, such that approximately one-quarter of the Board is renewed every year. The Companys Articles of Association provide that no one may be appointed or re-appointed as a Director after reaching the age of 75 and that no more than one-third of the Directors in office at the close of the financial year for which shareholders are asked to approve the financial statements may be over 70. At its meeting of 5 February 2013, the Board also made an assessment of the current Directors independence, as required by the Afep-Medef code and in accordance with the criteria of that code. For the purpose of evaluating the independence of VINCIs Directors, the Board decided to exclude the codes 12-year seniority criterion for the reasons explained in paragraph A.1 above. Although certain VINCI Board members may be customers or suppliers of companies having business relationships with the Group, the Board has determined that, given the business of the Group and because business relationships between the companies in the Group and their industrial partners are highly dispersed, there is no significant flow of business requiring special surveillance and that might give rise to conflicts of interest. Concerning relationships with its partner banks, the Board examined the individual situation of the Director who has had responsibilities in the banking sector, and concluded that no conflict of interest has been identified over the last five years and that he has full independence of judgement. After receiving the report of the Appointments and Corporate Governance Committee, the Board examined the situation of each Board member and reached the following conclusions: Directors who cannot be considered independent Xavier Huillard, Chairman and Chief Executive Officer; Yves-Thibault de Silguy, Vice-Chairman and Senior Director. This evaluation is based on the fact that Mr de Silguy was Chairman of the Board of Directors from 2006 to 2010 and that he holds a services contract with the company. The Board has noted, however, that the execution and payment terms of this contract and the fact that Mr de Silguy is currently drawing a pension ensure that he has considerable independence of judgement; Elisabeth Boyer, Director representing employee shareholders. This evaluation was based on the fact that Ms Boyer is an employee of Cofiroute, a subsidiary of VINCI. The Board nevertheless noted that Ms Boyer is a member of an employee representative body, giving her protection that could enable her to be considered an independent Director under the European Commission Recommendation 2005/162/ EC of 5 February 2005; Jean-Pierre Lamoure. This evaluation was based on the fact that Mr Lamoure was an employee of Soletanche Freyssinet, a wholly owned subsidiary of VINCI. The Board of Directors has noted, however, that Mr Lamoure no longer performs any operational functions within the VINCI Group.
Directors who can be considered independent The Board of Directors believes that the following members of the Board are independent. It believes that even if some of them do not meet certain criteria set out by the Afep-Medef code, the judgement of these individuals is completely independent, ensuring that they can carry out their remit in a fully independent manner. Robert Castaigne. The Board has taken into account the fact that until May 2008 Mr Castaigne was Chief Financial Officer and member of the Executive Committee of the Total Group, with which the VINCI Group has normal business relationships involving fuel purchase contracts or construction projects, for example. The Board believes that these factors do not alter Mr Castaignes independence of judgement. Franois David. Mr David is Chairman of Coface. The Board believes, however, that the normal commercial relationships that might exist between the Coface Group and the VINCI Group (e.g. insurance policies for contracts entered into by VINCI subsidiaries abroad) do not alter Mr Davids independence of judgement. Patrick Faure. The Board noted that Mr Faure has been a Director of VINCI since 1993, i.e. more than 12 years, and that he sits on the Board of Cofiroute, a company controlled by VINCI. The Board believes, however, that Mr Faures directorship at Cofiroute does not alter his independence of judgement. On the contrary, the Board believes this constitutes an advantage inasmuch as Mr Faure has useful experience in motorway concessions from which the other members of the Board can benefit. Dominique Ferrero. The Board considers that Mr Ferrero no longer has an operational role within the Natixis Group. The Board took into consideration Mr Ferreros statements, according to which his functions did not give rise to any conflict of interest in 2012. Jean-Bernard Lvy. The Board considers that the normal business relationships that exist between the Thales Group, of which Mr Lvy became the Chairman and CEO on 20 December 2012, and certain VINCI Group companies do not alter Mr Lvys independence of judgement. Michael Pragnell held management responsibilities within Syngenta AG until 2007. This company has no business relationship with the VINCI Group. Henri Saint Olive. Mr Saint Olive is Chairman of Banque Saint Olive, which might enter into transactions with the Company or its subsidiaries or into private transactions with executives thereof. The Board believes, however, that such transactions do not alter Mr Saint Olives independence of judgement. Pascale Sourisse. Ms Sourisse has management responsibilities within the Thales Group. The Board believes, however, that the normal business relationships that may exist between the Thales Group and certain companies in the VINCI Group do not alter Ms Sourisses independence of judgement; Qatari Diar Real Estate Investment Company. The Board noted that the Qatari Diar Group held less than 6% of the share capital and voting rights of VINCI, acquired when the Cegelec Group was sold to VINCI. In addition, the Board noted that VINCI Construction Grands Projets, a wholly owned subsidiary of VINCI, and Qatari Diar are partners in the Qatari-law company Qatari Diar VINCI Construction (QDVC). This company, 51%-owned by Qatari Diar, is involved in developing construction activities in Qatar and elsewhere in the Middle East. Abdul Hamid Janahi has been the permanent representative of Qatari Diar on the Board of VINCI since 29 November 2012. The Board believes, however, that the information presented above does not affect Mr Hamid Janahis independence of judgement as a member of the Board of VINCI.
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As a result of this evaluation, the Board of Directors considers that nine of its 13 members, i.e. more than half, qualify as independent. The Board has also examined the situations of Ms Yannick Assouad and Ms Graziella Gavezotti, whose appointments to the Board will be proposed to shareholders at their General Meeting on 16 April 2013, and considers that they meet all the criteria qualifying them as independent. In view of the expiry of the terms of Mr David and Mr Faure, and if the two aforementioned candidates are appointed as Directors by the Shareholders General Meeting, nine Directors out of 13 can be considered at that point as independent.
3.2
Personal situation of company officers
As of the date this document was prepared and to the best of the Chairmans knowledge: there are no family links between any of VINCIs company officers; none of VINCIs company officers had been found guilty of fraud in the last five years; none of these individuals has been involved as a company officer in a bankruptcy, sequestration of assets or liquidation during the last five years and none has been incriminated or officially punished by a statutory or regulatory authority. None has been disqualified by a Court from serving as a member of a Board of Directors or company management or supervisory body of a securities issuer, nor from being involved in the management or conduct of the affairs of a securities issuer in the last five years; no company officer of VINCI had declared a conflict of interest in respect of any decisions taken by the Board of Directors in 2012.
3.3
In May 2003, the Board of Directors adopted a set of internal rules. The most recent version came into effect on 6 May 2010 when the Board decided to combine the functions of Chairman and Chief Executive Officer. This document specifies the rules applicable to the Board and its committees, and it includes rules of ethics detailing the standard of conduct expected of each Director. The internal rules may be consulted in full on the Companys website (www.vinci.com). The internal rules of the Board of Directors specifically require the Board to examine and approve, prior to implementation: strategic transactions carried out by the Company and, more generally, by the Group; strategic investment projects and any transaction, in particular acquisitions and divestments, in excess of 200 million; transactions falling outside of the Companys announced strategy and any transaction brought to its attention by its Strategy and Investments Committee. The internal rules of the Board of Directors also require that Board members be kept informed at all times of the Companys financial condition, cash position and commitments, and of all significant events and transactions related to the Company. They may request information about specific subjects and they may meet with the Companys principal executives, if necessary, whether or not the company officers are present, so long as the Chairman is notified in advance. Lastly, the internal rules specifically define the powers and prerogatives of the Vice-Chairman and Senior Director. These include the right to call a meeting of the Board at any time and without a particular agenda, to add any item to the agenda, to call a meeting of the members of the Board or to meet with the members of the Executive Committee without the Chairman and Chief Executive Officer being present.
The Board of Directors internal rules
3.4
3.4.1
Conditions of preparation and organisation of the work of the Board

The Board of Directors met nine times in 2012 and the average attendance rate at its meetings was 90%. The Board of Directors discussed all matters of importance relating to the Groups activities. The Executive Vice-President and Chief Financial Officer attends Board meetings. The General Counsel acts as Board Secretary. In respect of the financial statements and day-to-day management of the Company, the Board: examined and approved the annual consolidated and parent company accounts for financial year 2011 together with the half-yearly 2012 consolidated and parent company accounts; examined the budget for 2013; approved the terms of the various reports to shareholders, prepared and called the Shareholders General Meeting of 12 April 2012, approved the agenda and the resolutions submitted for shareholder approval and approved the Report of the Chairman on corporate governance and internal control procedures; took note of the work of the Audit Committee and the Strategy and Investments Committee; regularly examined the Groups business activities, on-going developments, financial situation, plans and indebtedness; decided to pay an interim dividend on 2012 earnings; examined the evolution of the share capital and the share buy-back programme; increased the limit of the Euro Medium Term Notes programme; approved the renewal of the Chairman and Chief Executive Officers powers regarding guarantees and collateral; renewed a delegation of power to the Chairman and Chief Executive Officer to issue bonds. Regarding corporate governance and remuneration, the Board: altered the composition of the Remuneration Committee following the non-renewal of Dominique Bazys term as Director; took note of the work of the Remuneration Committee and the Appointments and Corporate Governance Committee; evaluated the independence of its members with regard to the criteria of the Afep-Medef code, proposed the renewal of the term of a Director and the appointment of a new Director;
Functioning and work of the Board of Directors in 2012
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set the amount to be recognised in the financial statements for the second year during which Mr Huillards long-term incentive plan is in effect; set Mr Huillards variable remuneration for financial year 2011; approved the tentative work programme of the Board of Directors for 2013; proposed the introduction of a share subscription option plan and performance share plan for Group executives and employees; voted on the definitive number of performance shares and share subscription options under the 2010 plan, in light of the performance actually achieved; examined the calculation of the performance conditions for the long-term incentive plans (share option subscription and performance share plans and long-term incentive plan of the Chairman and Chief Executive Officer) in view of the intended acquisition of the ANA Group in Portugal.
Regarding employee savings plans, the Board: set the subscription price of shares to be issued under the French employee savings plan for the periods from 2 May to 31 August 2012, from 3 September to 31 December 2012 and from 2 January to 30 April 2013; examined a proposed international employee share purchase plan and delegated powers for a capital increase; examined the proposal for the introduction of a fund invested in bonds under the French employee savings plan.
In addition, the Board: took note of the work of the Strategy and Investments Committee; examined the plan to acquire the airport operator ANA in Portugal and various other acquisition projects, examined and finalised its responses to shareholders written questions; approved guarantees; examined the Groups policy in respect of security; approved VINCIs sale of Cegelec Entreprise securities to VINCI Energies and examined VINCI Energies capital increase; examined the Groups business activities in Ukraine.
One of the Board meetings was held in Kiev, Ukraine in October 2012, and visits were organised to some of the Groups projects in the country on that occasion (in particular the confinement shelter at the Chernobyl nuclear power plant).
3.4.2
The responsibilities and modus operandi of the committees are governed by the internal rules of the Board of Directors. Each committee has a role to play in analysing and preparing the Board discussions falling within its field of competence and in studying topics and/or projects that the Board or its Chairman may submit to it for review. It has consultative powers and acts under the authority of the Board, of which it is an extension and to which it is accountable. Minutes of each committee meeting are drawn up and circulated to the members of the Board of Directors. The Audit Committee Terms of reference The Audit Committee helps the Board monitor the accuracy and fair presentation of VINCIs parent company and consolidated financial statements and the quality of the information provided. In particular, its duties are to monitor: the process of compiling financial information: examine the Groups annual and half-yearly parent company and consolidated financial statements before they are presented to the Board, satisfy themselves that the accounting policies and methods are appropriate and consistently applied, warn against any non-compliance with these rules and monitor the quality of the information given to the shareholders; the effectiveness of the Groups internal control and risk management systems: (a) concerning internal control procedures, assess subsidiaries internal control systems with the managers of the internal control function and more particularly the internal audit plan, the conclusions of internal audits, the recommendations issued and the resulting follow-up action; (b) concerning risk management, regularly review the Groups financial situation and main financial risks and in particular its off-balance sheet commitments; the auditing of the parent company and consolidated financial statements by the Statutory Auditors and the independence of the Statutory Auditors: examine the Statutory Auditors work programmes, conclusions and recommendations with them, as well as follow-up action taken; verify compliance with the Statutory Auditors obligation to be independent, assess proposals on the appointment of the Companys Statutory Auditors, on the renewal of their terms of office as well as their remuneration, and issue a recommendation on this matter; the Groups policy in respect of insurance; the setting up of procedures regarding business ethics and competition and ensure that there is a system for verifying that they are enforced.
The Board committees
To carry out its remit, the Boards internal rules specify that the Audit Committee may seek external advice, the cost of which is borne by the Company. Composition The Audit Committee comprises at least three Directors designated by the Board. The Executive Vice-President and Chief Financial Officer and the Statutory Auditors attend Audit Committee meetings. Since 14 May 2009, this committee has been composed of Henri Saint Olive (Chairman), Robert Castaigne, Michael Pragnell and Pascale Sourisse. The Board considers all four members to be independent Directors. By virtue of their professional experience and/or qualifications, the members of the Audit Committee have the financial and accounting expertise necessary to serve thereon. Their experience and qualifications are described in the curriculum vitae set out in the Report of the Board of Directors on page 127 of the 2012 annual report. The Executive Vice-President and Chief Financial Officer acts as secretary to the committee.
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Activities in 2012 The Audit Committee met four times in 2012, with a participation rate of 100%. The Audit Committee meets at least two days before the Board meeting called to approve the annual and half-yearly financial statements. Audit Committee meetings dealt with the following subjects: the process of compiling accounting and financial information: review of the Groups financial statements, budget updates, cash positions and financial debt, the Groups financial strategy and on-going financial transactions; the Fast Close project to shorten the lead time for producing and publishing consolidated financial statements; the effectiveness of the Groups internal control and risk management systems: post-mortem review of difficult contracts in Contractings three business lines, the results of the annual self-assessment LSF 2012, presentation of VINCI Finance International, the risk factors chapter of the Report of the Board of Directors; review of on-going disputes and litigation; review of ethics procedures in place; statutory auditing of annual and consolidated financial statements: discussions with the Statutory Auditors and review of their conclusions; adherence to legal and regulatory obligations concerning accounting and financial information; the Groups tax situation; changes to IFRSs; independence of the Statutory Auditors: review of the Statutory Auditors statement of independence; fees paid to the Statutory Auditors network; information on the services rendered that were directly connected to the assignment; proposal to renew for six years the term of office of the Statutory Auditors whose term expires in 2013.
In addition, the committee examined the services provided under the services agreement with YTSeuropaconsultants, of which Mr de Silguy is the sole shareholder. For the purposes of this work, the following executives were interviewed: the Executive Vice-President and Chief Financial Officer, the Senior Vice President, Corporate Controlling and Accounting, the Director of Treasury and Financing, the Chief Audit Officer, the General Counsel and the Statutory Auditors. During their presentation, the Statutory Auditors emphasised the important points and the accounting options chosen. The Strategy and Investments Committee Terms of reference This committee helps the Board review the Groups overall strategy. It examines proposed strategic investments and all transactions, including investments and divestments, that could have a material impact on the Groups scope of consolidation, business activities, risk profile, earnings or balance sheet or on the Companys share price. It carries out its reviews before these transactions are presented to the Board. In particular its duties are to: examine the Groups three-year plan; prepare the Boards discussions on the Groups strategy; formulate an opinion, for the benefit of the Executive Management, on proposed acquisitions or disposals of shareholdings of a value exceeding 50 million that do not come under the Boards direct terms of reference; give its opinion to the Executive Management on plans for significant change to the Groups legal or operational structure.
In addition, the Executive Management informs the committee on progress in multi-year projects that entail a total investment by the VINCI Group in equity and debt of more than 100 million. Composition The Strategy and Investments Committee comprises at least three Directors designated by the Board. From 2 May 2011 to 29 November 2012, the permanent members of the committee were Yves-Thibault de Silguy (Chairman), Elisabeth Boyer, Jean-Pierre Lamoure and Yousuf Ahmad Al Hammadi (the permanent representative of Qatari Diar Real Estate Investment Company). Since 29 November 2012, the committee has been composed of Yves-Thibault de Silguy (Chairman), Elisabeth Boyer, Jean-Pierre Lamoure and Abdul Hamid Janahi (the new permanent representative of Qatari Diar Real Estate Investment Company). The committee is open to all Board members wishing to participate. A dossier is systematically sent to them before each meeting. The Chairman and Chief Executive Officer, the Executive Vice-President and Chief Financial Officer, and the Vice-President, Business Development of VINCI attend the meetings of the Strategy and Investments Committee. The Board Secretary acts as secretary to the committee. Activities in 2012 The Strategy and Investments Committee met five times in 2012, with an average participation rate of 80%. Voluntary participation in the committees work on the part of directors who were not committee members was 49% in 2012 (vs. 42% in 2011). During the year the committee examined: investment or acquisition projects in companies based abroad, in particular in Europe, North America, the Middle East and Asia. Specific projects included the acquisitions of ANA, the Portuguese airport operator, EVT in Germany and Carmacks in Canada; public-private partnerships or infrastructure concessions, in particular in the rail, motorway, airport and sports sectors in France and abroad.
The Remuneration Committee Terms of reference The Remuneration Committee proposes the terms and conditions of company officers remuneration to the Board of Directors. Its duties are to: make recommendations to the Board concerning the remuneration, pension and welfare benefit plans, benefits in kind and miscellaneous pecuniary rights, including any performance shares or share subscription or share purchase options granted to the company officers and to salaried members of the Board, if any; propose to the Board an overall package of performance shares and/or subscription or purchase options on the Companys shares and the general and specific conditions applicable to these allocations;
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express an opinion on the Executive Managements proposals regarding the number of beneficiaries; propose to the Board an aggregate amount of Directors fees and the manner of their allocation.
In addition, the Remuneration Committee is informed of the remuneration policy applicable to the principal executives. Composition The Remuneration Committee comprises at least three Directors designated by the Board. Until 12 April 2012, it was composed of Jean-Bernard Lvy (Chairman), Dominique Bazy and Franois David. Since 12 April 2012, the Remuneration Committee has been composed of Jean-Bernard Lvy (Chairman), Robert Castaigne and Franois David. The Board recognises all members of the committee as independent. The Vice-President responsible for Human Resources and Corporate Social Responsibility attends the meetings of the Committee. The Chairman and Chief Executive Officer also attends the Committees meetings except when the Committee examines questions relating personally to him. The Board Secretary acts as secretary to the Committee. Activities in 2012 The Remuneration Committee met four times in 2012, with a participation rate of 85%. The Committee examined and made proposals to the Board regarding: determination of the variable portion of Mr Huillards remuneration for 2011; calculation of the annual amount to be set aside for Mr Huillards long-term incentive programme; performance share and share subscription option plans for 2012 and 2013; the results of the international employee share purchase plan; the performance conditions for the long-term incentive plans, proposing to exclude the ANA Group from the scope of calculation of ROCE should this transaction be finalised; the renewal of the resolutions enabling capital increases reserved for employees; the business reports of Yves-Thibault de Silguy (one for his role as Vice-Chairman and Senior Director, the other for the services provided under the services agreement with YTSeuropaconsultants).
The Chairman and Chief Executive Officer attended and participated in several Committee meetings (except for items concerning him personally). The Appointments and Corporate Governance Committee Terms of reference This committee: ensures adherence to corporate governance rules; prepares the Boards discussions on the assessment of the Companys Executive Management; examines, on a consultative basis, the Executive Managements proposals relating to the appointment and dismissal of the Groups principal executives; is informed of the Executive Managements policy for managing the Groups senior executives and in this regard, the Committee examines the procedures for succession plans; makes proposals on the selection of Directors; examines all candidacies for Board membership and expresses an opinion or recommendation to the Board on those candidacies; discusses, every year, the issue of independence of Board members; prepares, in a timely manner, recommendations and opinions on the appointment or succession to the posts of executive company officers. Composition The Appointments and Corporate Governance Committee comprises at least three Directors designated by the Board. Since 6 May 2010, it has been composed of Yves-Thibault de Silguy (Chairman), Patrick Faure and Dominique Ferrero. The Board recognises two of the three members of the Committee as independent. The Chairman and Chief Executive Officer attends the Committees meetings except when it evaluates the Executive Management. The Board Secretary acts as secretary to the Committee. Activities in 2012 The Committee met four times in 2012, with an attendance rate of 100%. The Committee: considered Directors terms of office expiring in 2012 and 2013; hired an external consultant to find new Directors; examined the percentage of women on the Board and implementation of Law no. 2011-103 of 27 January 2011 concerning the balance of men and women on Boards of Directors; performed an assessment of the Executive Management; assessed each Board member with regard to the independence criteria of the Afep-Medef code and made proposals to the Board; examined the report of the Chairman of the Board on corporate governance; examined the assessment of the Groups Senior Executives; examined the results of the Executive Review conducted in 2012.
3.5
In application of the Board of Directors internal rules, each year, the agenda of one meeting includes a discussion on the functioning of the Board with the aim of improving its effectiveness. In addition, a formal assessment is performed every three years. This exercise may be supervised by a Director, with the assistance of an external consultant.
Assessment of the composition and functioning of the Board of Directors
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During its meeting of 7 February 2012, following the proposal of the Appointments and Corporate Governance Committee, the Board of Directors considered that it was not yet necessary to carry out another assessment because (i) the most recent formal assessment of the Board had been performed at the end of 2010 with the help of an external consultant, and (ii) the Board had considered this assessment in March and July 2011 and again in October 2011, following the meeting of committee chairmen on 20 September 2011, during which it was agreed that all the identified avenues for improvement had been acted upon. During its meeting of 5 February 2013, the Board decided that an external assessment would be carried out in the second half of 2013.
4. Principles and rules for determining company officers remuneration and benefits of whatever nature
4.1
The remuneration of the executive company officer is set by the Board of Directors, acting on a proposal from the Remuneration Committee. Xavier Huillard On 6 May 2010, the Board of Directors confirmed the decisions taken on 3 March 2010 concerning Mr Huillards remuneration and benefits from the time of his appointment as Chairman and Chief Executive Officer until the end of his term. During the meetings of 12 April 2012 and 5 February 2013, the Board set the following terms for his remuneration: fixed annual remuneration of 900,000, valid for the duration of Xavier Huillards term of office, it being specified that this remuneration only came into effect on 1 January 2011, at Mr Huillards request; a two-part variable remuneration plan, ranging from 0 to 1,440,000, or 0-160% of the fixed portion, depending on performance achieved. The first part is based on three economic ratios (net earnings per share, operating income per share and free cash flow). The second part is managerial and based on performance against qualitative criteria as defined by the Board. For the first part, the quantitative target level expected to be achieved is linked to the specific method of the calculation formula, such that any increase in remuneration is dependent on an improvement in the performance ratios from one year to the next; a long-term incentive plan, allowing for a capital allowance to be built up gradually, variably, and based on specific performance objectives. Except in certain specific cases, incentive plan awards will vest only if the beneficiary completes his term of office. Under this incentive plan, an amount equivalent to (a) 16,600 times the value of the VINCI share, provided that ROCE exceeds 6% (9% starting from the 2012 financial year), and (b) 41,500 times the increase in the VINCI share price over a one-year period, provided that the VINCI share outperforms a peer group comprising at least 10 European construction and infrastructure concession companies by at least 5%, is to be granted to Mr Huillard for each of the four years of his term of office. In the event of lesser performance, the amount of the annual allocation under (a) will be reduced and will be equal to zero if ROCE is less than 5% (8% starting from the 2012 financial year), and the allocation under (b) will be reduced to zero if the VINCI share underperforms the peer group by more than 5%. Starting from the 2013 financial year, the scope of calculation for ROCE will be restated to exclude the ANA Group; Mr Huillard is deemed to have the status of a senior executive, thereby entitling him to benefit from the additional supplementary pension plan established for senior executives of VINCI SA and mentioned in paragraph D.3.2 of the Report of the Board of Directors, page 133, as well as from the Groups welfare benefits plans. The commitment with regard to the supplementary pension plan was approved by shareholders at the 6 May 2010 Shareholders General Meeting and the benefit of this supplementary pension plan was taken into account in determining Mr Huillards overall remuneration; Mr Huillard is eligible for severance pay in the event that the Company terminates his appointment as Director prior to its normal expiry (at the end of the Shareholders General Meeting called to approve the financial statements for the year ending 31 December 2013). This commitment is limited to 24 months of his remuneration and subject to performance conditions based on the same criteria as those used in the calculation of the quantitative part of his variable remuneration. Severance pay shall be equal to 24 months if average performance is at least equal to 130% of the objective and nil if average performance is less than or equal to 70% of the objective. This commitment was approved by shareholders at the 6 May 2010 Shareholders General Meeting. Mr Huillard has not benefited from the share subscription options and performance shares incentive plan approved by the Board of Directors at its meeting of 12 April 2012.
Remuneration and benefits of the executive company officer
4.2
The remuneration of the Vice-Chairman and Senior Director is set by the Board of Directors, acting on a proposal by the Remuneration Committee. Yves-Thibault de Silguy Mr de Silguy receives Directors fees in his capacity as Vice-Chairman and Senior Director, calculated as described in paragraph 4.3. On 3 March 2010, the Company signed a services agreement with YTSeuropaconsultants, of which Mr de Silguy is the sole shareholder. This agreement was authorised by the Board of Directors and approved by shareholders at the 6 May 2010 Shareholders General Meeting. The agreement covers the provision of services as described in paragraph A.2 on page 180, with oversight by the Audit Committee, in return for an annual flat fee of 330,000 (ex. VAT) and has a duration of one year, renewable automatically. This agreement was renewed automatically in 2011 and 2012 for a new term of one year. At its meeting of 5 February 2013, the Board of Directors decided to seek approval for the automatic renewal of this agreement from the Shareholders General Meeting. In addition, it should be noted that Mr de Silguy is the beneficiary of a supplementary pension plan and that he activated his pension rights as of 30 April 2010. VINCIs commitment under this pension totalled 8,000,169 at 31 December 2012.
Remuneration and benefits of the Vice-Chairman and Senior Director
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4.3
At the Shareholders General Meeting of 6 May 2010, shareholders set the aggregate amount of Directors fees at 920,000 for each financial year, starting on 1 January 2010. In its meetings of 27 February 2008 and 3 March 2010, the Board of Directors agreed on the following allocation of Directors fees (amounts expressed on an annualised basis): the Chairman and Chief Executive Officer receives no Directors fees from the Company; the Vice-Chairman and Senior Director receives 140,000, of which 30,000 is variable and depends on his presence at Board meetings; other Directors receive 40,000 each, of which 20,000 is variable and depends on their presence at Board meetings; the chairman of each committee receives 25,000, the members of the Audit Committee receive 15,000 and the members of the other committees receive 10,000, in addition to the Directors fees mentioned above. Payment of the variable fee is dependent on the members attendance at Board meetings. The variable fee is reduced by 2,500 per meeting for any Board member who misses two or more meetings.
Directors fees
5. Formalities for participation of shareholders in the Shareholders General Meeting

The formalities for shareholders to participate in the Shareholders General Meeting are described in Article 17 of the Articles of Association and reproduced below: Article 17 - Shareholders General Meetings Shareholders General Meetings are called and take place in accordance with the legislation and regulations in force. The meetings are held either at the registered office or at another location specified in the notice of the meeting. All shareholders may, regardless of the number of shares they own, participate in meetings personally or by proxy, on producing evidence of their identity and shareholding in the form of either: a personal registration of the shares in their own name; or a record of the shares in a bearer securities account with an authorised intermediary. The intermediary must provide an attendance certificate, which can be communicated by electronic means, if necessary. These formalities must be completed no later than midnight (Paris time), on the third business day before the meeting. Shareholders wishing to attend the meeting but who have not received their admission card by midnight (Paris time) of the third business day before the meeting will be given an attendance certificate. However, the Board of Directors may shorten or remove this time period provided that any such decision applies to all shareholders. If the Board of Directors so decides when the General Meeting is called, individual shareholders may take part in the General Meeting by video conference or vote by any telecommunication or electronic means including via the Internet, in accordance with the applicable regulations in force at the time such means are used. Any such decision must be communicated in the notice of meeting and the invitation to the meeting. Postal votes may be cast, subject to the terms and conditions defined by law and regulations. Shareholders may transmit proxy forms and postal votes for every Shareholders General Meeting, under the conditions set out by law and regulations, either in paper form or, if the Board of Directors so authorises, by electronic means, including over the Internet. Those shareholders who, within the required time period, use the electronic voting form on the website made available by the meeting centraliser, are counted as attending or represented shareholders. Shareholders may complete and sign the electronic voting form directly on the centralising banks website by any process determined by the Board of Directors that meets the conditions set forth in the first sentence of the second paragraph of Article 1316-4 of the French Civil Code and Articles R.225-77, subsection 2, and R.225-79 of the French Commercial Code and, more generally, the provisions of law and regulations in force. This process may include the use of a personal identifier and password. Proxy forms received and votes cast prior to the Shareholders General Meeting by electronic means, together with the acknowledgement of receipt provided, shall be considered as irrevocable acts enforceable with regard to all parties involved, it being specified that in the event of a sale of shares that takes place before the third business day prior to the Meeting at zero hour (Paris time), the Company shall invalidate or amend, as necessary, any proxy form or vote cast prior to such date and time. Shareholders General Meetings are chaired by the Chairman of the Board of Directors or, in his or her absence, by the Vice-Chairman of the Board of Directors, if a Vice-Chairman has been designated, or by a member of the Board of Directors specifically appointed by the Board to that effect. Failing that, shareholders elect their own Chairman. The minutes of the Shareholders General Meetings are drawn up and copies thereof are certified and delivered in compliance with regulations in force.
6. Publication of information required by Article L.225-100-3 of the French Commercial Code

Information mentioned in Article L.225-100-3 of the French Commercial Code concerning elements likely to have an impact in the event of a takeover offer is published in the Report of the Board of Directors on page 174 of the 2012 annual report.
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B. Internal control and risk management procedures

1. Introduction
1.1
In July 2010, the French stock market regulator, the Autorit des Marchs Financiers (AMF), published the findings of the working group formed under its aegis. This document is entitled Risk management and internal control systems: reference framework. The VINCI Group uses this document as its reference framework. The risk management and internal control systems participate in a complementary manner in keeping control over the Groups business. Risk is the possibility that an event might take place with consequences that would adversely affect the objectives of the Group and in particular those related to its financial condition and reputation. The risk management system aims to identify and analyse the principal risks that the Groups subsidiaries encounter. Internal control encompasses all the controls to best handle these risks. Risk management is therefore a set of resources, conduct, procedures and initiatives that correspond to the characteristics of the VINCI Groups businesses and maintain risk at an acceptable level. VINCIs risk management system is a management tool to be used by each company in the Group to help: create and preserve value, assets and the Companys reputation; secure the Companys decision-making procedures and other processes so as to increase the likelihood of achieving objectives; ensure that initiatives are in line with the Companys values; foster a shared view of the principal risks among employees of the Company. The internal control system aims more particularly to ensure: that the instructions and guidelines set by the Executive Management are implemented; that laws and regulations are complied with; that the internal processes function correctly, notably those contributing to the safeguarding of its assets; that financial reporting is reliable.
Definitions and reference framework
The internal control system is a set of resources, procedures, conduct and initiatives that correspond to the characteristics of the VINCI Groups businesses and which: helps the businesses run smoothly and contributes to effective operations and efficient use of resources; must enable significant risks to be taken into account in an appropriate manner, whether they are operational, financial or legal. Nevertheless, like any set of controls, however well designed and implemented the internal control system may be, it cannot provide an absolute guarantee that the Group will achieve its objectives.
1.2
In addition to managing a system specific to VINCI Holding, the Group also ensures that there are risk management and internal control systems in place at each of its component businesses. These systems apply to fully consolidated entities, a list of which can be found in ChapterJ of the notes to the consolidated financial statements (page 268). For the specific case of the listed Belgian company CFE (in which VINCI has a 46.84% capital stake) and its subsidiaries, the provisions in force are adapted to the specific features of Belgian law, which attributes responsibility for risk management and internal control to the Board of Directors of companies listed on the stock exchange.
Scope of risk management and internal control
2.
2.1
Environment and organisation

The businesses in which VINCI operates require the personnel involved to be geographically close to customers in order to ensure the prompt delivery of solutions that are suited to their needs. To enable the manager of each business unit around 3,500 in total in the Group to take the required operational decisions rapidly, a decentralised organisation has been implemented in each business (Concessions and Contracting), business line and division, as well as in VINCI Immobilier. Consequently, the Group has implemented appropriate delegation of authority and responsibility to operational and functional staff at all levels. The delegation of authority to these staff is carried out in compliance with the general guidelines (see paragraph 4.2) and the principles of action and conduct to which VINCI is strongly committed: strict compliance with the rules common to the whole Group in respect of commitments, risk-taking (see paragraph 4.3), acceptance of contracts (see paragraphs 4.4 and 4.5), and reporting of financial, accounting and management information (see paragraph 4.2). These common rules, which are deliberately restricted in number given the broad spectrum of the Groups activities, must be strictly applied by the staff concerned and their teams; transparency and loyalty of managers towards their line management superiors and towards the functional departments of the business lines and the holding company. In particular, managers are required to inform their superiors of any significant difficulties encountered in the performance of their duties (e.g. with respect to carrying out work on sites; relations with customers, government departments, suppliers and financial partners; internal relations, personnel management, safety, etc.). An integral part of operational managers duties is to take decisions alone on matters falling within their area of competence, within the framework of the general guidelines they have received and accepted.
Principles of action and conduct
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Nevertheless, any significant difficulties encountered must be handled with the assistance, as necessary, of their line management superiors or the functional departments of the business lines and the VINCI holding company; compliance with the laws and regulations in force in the countries where the Group operates; adherence to the Code of Ethics and Conduct; responsibility of operational executive managers to communicate the Groups principles governing action and conduct to their staff by appropriate means and to set a good example. This responsibility cannot be delegated; health and safety of individuals (employees, external service providers, subcontractors, etc.); a culture of financial performance.
2.2
Everyone in the organisation plays a role in risk management and internal control, from the governing bodies to the employees of each Group subsidiary. VINCIs Board of Directors represents all the shareholders collectively and is responsible for monitoring the Executive Management performance, defining the Groups strategic choices and ensuring that it functions properly. It considers all major matters concerning the Groups business. In its report, the Board gives an account of the principal risks and uncertainties the Group faces. In 2003, the Board adopted a set of internal rules and created several specialised committees: audit, strategy and investment, remuneration, and appointments and corporate governance. It delegated to the Audit Committee responsibility for the monitoring of assignments defined by the 8 December 2008 Order transposing the European directive on statutory auditing into French law. The principal activities carried out in 2012 in this regard can be found in part A of the Report of the Chairman of the Board (page 179). They are in line with the recommendations of the AMF working group on audit committees (dated July 2010). The Executive Committee, composed of 13 members at the time of writing of this report (see page 14), is in charge of implementing the Groups strategy, defining the monitoring of the enforcement of its management policies (risk management, finance, human resources, safety, insurance, etc). The holding company functions with a streamlined staff (213 people at 31 December 2012), suited to the Groups highly decentralised structure. The holding companys functional departments ensure that the Groups rules and procedures as well as the Executive Managements decisions are correctly enforced. Furthermore, and depending on the needs that are expressed, these departments advise business lines on technical matters but do not interfere with operational decisions, which are the sole responsibility of the business lines. The Ethics Officer ensures, in liaison with the operational and functional departments, that the Code of Ethics and Conduct is properly understood throughout the Group. Any employee encountering difficulties or who has questions about the scope or application of the rules may contact the Ethics Officer directly and in total confidentiality. The Audit Department has a three-part role. Concerning risk management: based on guidelines from the Executive Management, it plays a leading role in deploying and implementing a structured, permanent and adaptable system, making it possible to identify, analyse and handle the principal risks. The Audit Department coordinates the risk management system by giving methodological support to the subsidiaries operational and functional departments. It organises the meetings of the VINCI Risk Committee, which reviews and authorises new contracts exceeding certain thresholds set by Executive Management or presenting particular technical or financial risks. Concerning internal control: in addition to drafting and disseminating the general internal control procedures set by the holding company, the Audit Department organises the annual self-assessment survey on the internal control of the Groups subsidiaries. Concerning auditing: it carries out its own assignments, in support of the work performed by the business lines and by the members of the holding companys functional departments, depending on their areas of expertise. The business lines carry out their activities based on the principles of action and conduct described in paragraph 2.1. In this regard, they implement and supervise risk management and internal control systems suited to their business.
Participants in the risk management and internal control processes
3.
Risk management system

Risks are defined as obstacles that might prevent the Company from achieving its objectives. These objectives may be strategic (commitments), operational, financial, or in relation to compliance with laws and regulations. The Group applies the policies set by the Executive Committee. These policies aim to comply with the legal requirements and to ensure that risks are monitored in a more formalised, systematic and uniform manner. This plan involves operational managers, but without complicating operating methods. Risk monitoring is an integral part of the existing procedures related to commitments and periodic monitoring of operations. A risk-mapping process encompassing all the Groups activities was created in 2009 and is updated periodically as follows, in accordance with the AMFs recommendations: anticipation of the main identifiable risks, either internal or external, that represent obstacles to the achievement of the Companys objectives; a qualitative assessment of risk criticality, taking into account the impact, likelihood and degree of control of each element of risk. This procedure has been applied to identify, assess and select the major risks threatening the various components of the Group: holding company, Concessions, Contracting, and Property. These risks are described in the chapter entitled Risk factors, on page 120 of the Report of the Board of Directors.
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Risk mapping makes it possible to apply a specific procedure to each type of risk, which can be assessed using the coordination indicators. Risk scorecards are created from the mapping system specific to each business (Concessions, Contracting). The scorecards are used during Risk Committee meetings to present and assess, in a uniform manner, the most significant events that might affect the project under review.
4.
Internal control system

The main procedures described below are common to all companies in the Group. There are specific procedures within each business line, in particular for the monitoring of projects and forecasting of results, especially for contracts spanning several years.
4.1
The Groups compliance objectives encompass the standards of conduct set by the laws and regulations in force. The Legal Department of the holding company is responsible for: maintaining a legislative watch related to the various applicable rules; informing employees about rules pertaining to them; monitoring major acquisition projects and disputes. Documentation has been distributed and a variety of training and awareness sessions held in this regard, so as to prevent any infraction or fraud. As indicated in the first part of the Sustainable Development section on pages 1829 of this report, particular emphasis is placed on: safety of employees on construction sites through active implementation of the Groups accident prevention policy; purchasing and subcontracting.
Compliance with laws and regulations
4.2
The Chairmen of the companies heading business lines in the Contracting business (VINCI Energies, Eurovia and VINCI Construction), the Chairman of VINCI Autoroutes, the Chief Executive Officer of VINCI Concessions and the Chairman of VINCI Immobilier exercise the powers given to them by law. Under the Groups internal organisation, they are also required to comply with the general guidelines issued for them by VINCIs Chairman and Chief Executive Officer. These apply to the following areas: adherence to the Code of Ethics and Conduct ; entering into commitments, and in particular bidding for new contracts that are complex, of a significant size or involve significant potential risks; acquisitions and disposals; property transactions; and material off-balance sheet commitments; reporting to the holding company of accounting and financial information or information relating to events that are material for the Group, in respect of safety, litigation, disputes, and insurance policies and claims. These general guidelines require compliance with the holding companys procedures regarding bidding or investments. These procedures define thresholds above which specific authorisation must be obtained from the appropriate committees, namely the Risk Committee (see paragraph 4.3) or the Board of Directors Strategy and Investment Committee, or where prior notifications must be issued to the Chairman and Chief Executive Officer and/or to certain VINCI functional departments. These guidelines are cascaded through the organisation by the heads of the business lines: via delegations to their operational and functional staff for the provisions concerning them; to managers serving as company officers in a company in their business sector.
Application of the guidelines and instructions of the Executive Management
4.3
Strict control procedures are in force that must be complied with before a new commitment is accepted.
Procedures related to new commitments the VINCI Risk Committee
The role of the VINCI Risk Committee is to assess: acquisitions and disposals of businesses; the terms and conditions of tenders for construction works which, by virtue of their scale, specific financing characteristics, location or technical characteristics, entail specific risks of a technical, legal, financial or other nature. The thresholds for automatic prior review and vetting by the Risk Committee are defined in the general guidelines. They apply to the entire project, taking all works packages together, irrespective of the Groups share in the project or the manner in which contracts are awarded (call for tenders, direct contracts, etc.); all transactions relating to property development, public-private partnerships (PPPs), concession operations or long-term commitments, including all associated financing, whether in France or elsewhere. Thresholds below those necessitating a review by the Risk Committee require that an information sheet be sent to VINCIs Executive Management. A Risk Committee meeting may be convened, as needed.
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Risk Committee meetings are usually attended by the following members: the Chairman and Chief Executive Officer of VINCI and/or the Executive Vice-President, Contracting; the Chairman (or Chief Executive Officer) of the business line involved; the Executive Vice-President and Chief Financial Officer of the Group; the Chief Audit Officer; the operational representatives of the entity presenting the project (Chief Executive Officer, project manager, etc.); the functional representatives of the entity involved (legal, insurance, finance, etc.).
The composition of the Risk Committee may be adjusted as a function of its agenda (e.g. review of property transactions, acquisitions of companies, construction contracts, concession contracts and PPPs). The VINCI Risk Committee, in its various configurations, met 251 times in 2012 and reviewed 308 projects.
4.4
The business lines have their own operational control systems, which are tailored to their business. Specific budget control measures have been implemented by VINCI Energies, Eurovia and VINCI Construction and by each of the concession activities (motorways, car parks, etc.). They make it possible to regularly monitor the progress of projects and contracts. These systems are compatible with those used to prepare and process financial and accounting information as described below. Monthly dashboard reports on business, new orders, the order book and the Groups consolidated net borrowing position are prepared by the Finance Department on the basis of detailed information provided by the business lines. Each main entitys Executive Management prepares a monthly report on key events. The budget procedure is common to all Group business lines and their subsidiaries. It is built around five key dates in the year: the initial budget for the next year at the end of the current year, followed by four updates in March, May, September and November. Management committees meet twice a year to examine each business lines performance and financial data. The Chairman and Chief Executive Officer, and the Executive Vice-President and Chief Financial Officer of VINCI attend these meetings. Lastly, the business lines participate in regular monitoring of VINCIs social and environmental responsibility commitments as indicated in the first part of the Sustainable Development section on pages 1829 of this report, with a particular emphasis on safety.
Procedures related to monitoring of operations
4.5 Procedures related to the preparation and processing of financial and accounting information
The Budgets and Consolidation Department, reporting to the Finance Department, is responsible for the integrity and reliability of VINCIs financial information (parent company and consolidated financial statements), which is disseminated inside and outside the Group. To ensure the statements are produced, the department is specifically in charge of: preparing, approving and analysing VINCIs half-year and annual parent company and consolidated financial statements and forecasts; establishing, disseminating and monitoring the Groups accounting procedures and checking their compliance with the accounting standards in force, as well as ensuring that significant transactions are recognised correctly from an accounting standpoint; coordinating Vision, the Groups financial information system, which includes the consolidation process and unifies VINCIs various reporting systems. The Budgets and Consolidation Department establishes the timetable and closure instructions for the preparation of the half-year and annual accounts and disseminates these in the business lines. The Groups accounting rules and methods are available on VINCIs corporate intranet. At each accounts closure, business lines transmit a package to the Budgets and Consolidation Department containing an analysis of the consolidated data submitted and comments thereon. The Group and the CFOs of the business lines review the principal options and accounting estimates in liaison with the Statutory Auditors. The Statutory Auditors present their observations, if any, on the half-year and annual accounts to the Audit Committee before they are presented to the Board of Directors. Before signing their reports, the Statutory Auditors request representation letters from Group management and management of the business lines. In these representations, Group management and management of the business lines confirm that to the best of their knowledge, all items at their disposal have been submitted to the Statutory Auditors so as to enable them to perform their duties and that any anomalies noted by the Statutory Auditors and still unresolved at the date of these representations do not have a material impact, either individually or in aggregate, on the financial statements taken as a whole.
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5. Actions undertaken to strengthen risk management and internal control

5.1
In 2003, VINCI initiated an action plan intended to enhance the quality of the Groups risk management and internal control systems without calling into question the principles and features of its decentralised management organisation. These actions included, in particular: Assessment of internal control Annual self-assessment surveys to measure the quality of internal control, in accordance with the requirements of the French Financial Security Act, covered an ever-increasing number of Group entities, rising from 193 in 2005 to 370 in 2011. Information systems Surveys to assess the operation of information systems were carried out in 2006, 2008 (13 entities in metropolitan France, building a representative sample) and 2009 (33 subsidiaries based outside metropolitan France). In 2011, a working group, assisted by an external consultancy, prepared a report on the adequacy of the information systems used by VINCIs different business lines with respect to the Groups objectives. The report is based on the results of a survey of VINCIs component entities. The Code of Ethics and Conduct, previously disseminated via the corporate hierarchy, was made available to all employees on the Group intranet on 1 February 2011. In 2011, in line with its objectives, VINCI implemented its Fast Close procedure, aimed at closing and publishing its financial statements at the beginning of February, representing a one-month gain on its previous publication schedule.
Tasks carried out prior to 2012
5.2
The annual self-assessment survey of internal control quality in the VINCI Group was carried out on 472 legal entities in 2012 (including 110 outside France), representing 84% of the Groups consolidated business. The questionnaire contained 58 questions. Apart from the recurrent topics related to the internal control system and to financial and accounting information, the annual topic in 2012 related to purchasing and subcontracting. The survey was conducted using specialised software that also enables entities to manage their action plans. The report prepared by the holding companys Audit Department was presented to VINCIs Executive Committee and then to the Audit Committee in December. As in 2011, a specific questionnaire was sent to the Chairman and Chief Executive Officer covering matters related to his functions. With regard to information systems, VINCIs Executive Committee considered that a more effective flow of communication within the Group was essential to achieving current and future objectives and therefore initiated developments that were carried out in 2012 in the following areas: interoperability of Group networks; redesign of VINCIs intranet and launch of version 2.0 based on a collaborative approach. The Fast Close procedure was applied to the half-year financial statements published at the end of July. Each Group component prepared a report summarising the specific actions carried out in 2012. The reports, which in particular give an account of the audits and reviews carried out, did not reveal any significant problems. In addition, VINCIs Audit Department carried out audits in each of the following business lines: VINCI Concessions, Eurovia, VINCI Energies and VINCI Construction. These audits did not reveal any problems that might have a significant impact on the business or financial statements of the Group.
Tasks carried out in 2012
5.3
VINCI aims to continue improving the organisation of internal control within the Group, while maintaining a streamlined chain of command, both at the holding company and business line levels. In addition to the annual internal control self-assessment survey, a self-assessment campaign on information systems was started in early 2013. The interoperability programme for messaging networks, launched in 2012, is also under way. Other areas for improvement include: continued deployment of common management tools; continued integration of acquired entities.
Work to be done in 2013 and beyond
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Report of the Statutory Auditors in application of Article L.225-235 of the French Commercial Code
Year ended 31 December 2012
To the shareholders
on the Report of the Chairman of the Board of Directors
As Statutory Auditors of VINCI SA, and in application of the provisions of Article L.225-235 of the French Commercial Code, we present our report on the report prepared by the Chairman of your Company in accordance with the provisions of Article L.225-37 of the French Commercial Code, for the year ended 31 December 2012. The Chairman is required to prepare and submit for the approval of the Board of Directors a report on the internal control and risk management procedures implemented within the Company and to provide the other information required by Article L.225-37 of the French Commercial Code relating in particular to corporate governance. Our role is: to communicate to you any comments required by the information contained in the Chairmans report on internal control and risk management procedures relating to the preparation and treatment of accounting and financial information; and to attest that the report includes the other information required by Article L.225-37 of the French Commercial Code, it being clearly stated that we are not required to verify the fair presentation of this other information. We conducted our review in accordance with the professional standards applicable in France. Information on the internal control and risk management procedures relating to the preparation and treatment of accounting and financial information The applicable professional standards require us to plan and perform our work so as to be able to assess the fair presentation of the information in the Chairmans report on the internal control and risk management procedures relating to the preparation and treatment of accounting and financial information. Those standards require in particular that we: inform ourselves of the internal control and risk management procedures relating to the preparation and treatment of the accounting and financial information supporting the information presented in the Chairmans report, and of the existing documentation; inform ourselves of the work done to prepare this information and the existing documentation; ascertain if appropriate disclosures have been made in the Chairmans report in respect of any major deficiencies of internal control relating to the preparation and treatment of accounting and financial information that we may have noted in performing our work. On the basis of this work, we have no comments to make on the disclosures regarding the Companys internal control and risk management procedures relating to the preparation and treatment of accounting and financial information, contained in the report of the Chairman of the Board of Directors, prepared in application of Article L.225-37 of the French Commercial Code. Other information We declare that the Report of the Chairman of the Board of Directors includes the other information required by Article L.225-37 of the French Commercial Code. Paris-La Dfense and Neuilly sur Seine, 7 February 2013 The Statutory Auditors KPMG Audit Department of KPMG SA
Patrick-Hubert Petit
Deloitte & Associs
Alain Pons
Mansour Belhiba
This is a free translation into English of the Statutory Auditors report issued in French prepared in accordance with Article L. 225-235 of French company law on the report prepared by the Chairman of the company on the internal control and risk management procedures relating to the preparation and processing of accounting and financial information issued in French and is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and the relevant professional standards applicable in France.
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Report of the Vice-Chairman and Senior Director
Report of the Vice-Chairman and Senior Director of the Board of Directors

The Vice-Chairman and Senior Director of the VINCI Board of Directors hereby reports on the role and responsibilities that were assigned to him in this capacity during the 2012 financial year. This report was prepared by the Vice-Chairman in liaison with the Companys legal department and was submitted to the Remuneration Committee and to the Appointments and Corporate Governance Committee before being presented to the VINCI Board of Directors at its meeting on 5 February 2013.
1.
Terms of reference for the Vice-Chairman and Senior Director

The terms of reference for the Vice-Chairman and Senior Director are described as follows in Article 2.3.2 of the internal rules of the Board of Directors, which are also available on the Companys website (www.vinci.com): The Vice-Chairman is the Senior Director of the Board. The Vice-Chairman assists the Chairman with his duties, notably the organisation and proper functioning of the Board and its committees and the supervision of corporate governance and internal control. The Vice-Chairman also assists the Board in ensuring the proper functioning of the Companys governance bodies and provides the Board with his insight on the transactions the Board is called to approve. He holds a meeting with the Directors once a year, in the absence of the executive company officers. The Chairman and Chief Executive Officer keeps the Vice-Chairman informed of material events or situations affecting the Group, notably relating to strategy, organisation, financial reporting, significant investment and divestment projects, major financial transactions, changes to the companys share capital and contacts with the companys main current or potential shareholders. In order to carry out his role and responsibilities, the Vice-Chairman has direct access to the members of the Groups Executive Committee. In coordination with the Chairman and Chief Executive Officer, the Vice-Chairman may organise any meeting with executives and employees designated by them that he deems appropriate or useful to the performance of his duties. The Vice-Chairman may consult with the managers responsible for internal control, risk and compliance or the Statutory Auditors and may access any document or information that he deems necessary for the performance of his duties. The Chairman and Chief Executive Officer facilitates the performance of these duties by providing the required instructions.
2. Activities of the Vice-Chairman and Senior Director in the performance of the duties assigned to him by the Board of Directors
During the financial year 2012, the Vice-Chairman and Senior Director participated in all nine Board meetings. He chaired all four meetings of the Appointments and Corporate Governance Committee and all five meetings of the Strategy and Investment Committee. In addition, the Vice-Chairman and Senior Director kept up to date on Group events by meeting very regularly with the Chairman and Chief Executive Officer, the Executive Vice-President and Chief Financial Officer, the heads of the business lines, the other members of the Executive Committee, the Senior Vice-President, Corporate Controlling and Accounting Department, a number of other Group managers and the Statutory Auditors. He participated in the Groups management convention in June 2012 and visited numerous worksites in France and abroad. He also reviewed the documents produced for Audit Committee meetings as well as management reporting documents prepared regularly by the Finance Department. The Vice-Chairman and Senior Director devoted the equivalent of around 36 full working days to these meetings in 2012. The Vice-Chairman and Senior Director maintained frequent contact with each Board member and met with each of them individually in 2012. He sent a detailed written report about the execution of his duties to the Remuneration Committee. He called and chaired a meeting of Board members, without the Chairman and Chief Executive Officer being present, so as to evaluate the Executive Management. With the help of a firm of consultants, he interviewed candidates for the position of Board member prior to their presentation to shareholders at the Shareholders General Meeting. Lastly, the Vice-Chairman and Senior Director presented his report on financial year 2011 to shareholders at the 12 April 2012 Shareholders General Meeting. As a result of his work, the Vice-Chairman and Senior Director concluded that the governing bodies functioned normally. Board meeting agendas were communicated to him for his opinion before invitations were sent out to Board members, and he did not request the inclusion of any additional items. Consequently, he did not deem it necessary to call a Board meeting pursuant to Article 3.1 of the Boards internal rules.
Consolidated financial statements
195
Consolidated financial statements Table of contents

Key figures Consolidated income statement for the period Consolidated comprehensive income statement for the period Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity 197 197 198 198 200 201
Notes to the consolidated financial statements

A.
1. 2. 3.
Accounting policies and measurement methods

General policies Consolidation methods Measurement rules and methods
202
202 203 204
B.
1. 2.
Business combinations
Acquisition of GA Gruppe Other acquisitions
213
213 214
C.
1. Revenue 2. Other information by business line 3. Breakdown of the Concessions business data 4. Capital employed by geographical area
Information by operating segment
214
215 216 218 219
D.
5. 6. 7. 8.
Notes to the income statement

Operating income Financial income and expense Income tax expense Earnings per share
220
220 221 222 223
E.
9. Concession intangible assets 10. Goodwill 11. Other intangible assets 12. Property, plant and equipment 13. Impairment tests on goodwill and other non-financial assets 14. Investment property 15. Investments in companies accounted for under the equity method 16. Other non-current financial assets 17. Construction contracts (VINCI Energies, Eurovia and VINCI Construction) 18. Equity 19. Share-based payments 20. Non-current provisions 21. Working capital requirement and current provisions 22. Net financial debt 23. Financial risk management 24. Book and fair value of financial instruments by accounting category
Notes to the balance sheet
224
224 225 226 227 227 228 229 230 232 232 235 238 242 245 251 257
196
F.
25. Controlled subsidiaries concession contracts intangible asset model 26. Controlled subsidiaries concession and PPP contracts financial asset model and bifurcated model 27. Concession and PPP contracts of companies accounted for under the equity method
Notes on the main features of concession and PPP contracts
259
259 261 262
G.
28. Related party transactions 29. Contractual obligations and other off-balance sheet commitments 30. Statutory Auditors fees
Other notes
263
263 264 265
H. I.
Noteon litigation
31. Appropriation of 2012 net income 32. Other post balance sheet events
265 267
267 267
Post balance sheet events
J.
Controlled companies Companies accounted for under the equity method
List of the main consolidated companies at 31 December 2012
268
268 273
197
Financial statements

Key figures
(in millions) Revenue(*) Revenue generated in France (*) % of revenue (*) Revenue generated outside France (*) % of revenue (*) Operating income from ordinary activities % of revenue (*) Operating income Net income for the period attributable to owners of the parent Diluted earnings per share (in ) Dividend per share (in ) Cash flows from operations before tax and financing costs Operating investments (net of disposals) Growth investments in concessions and PPPs Free cash flow (after investments) Equity including non-controlling interests Net financial debt (*) Excluding concession subsidiaries revenue derived from works carried out by non-Group companies. 2012 38,633.6 24,324.2 63.0% 14,309.4 37.0% 3,670.7 9.5% 3,651.0 1,916.7 3.54 1.77 5,418.5 (742.1) (1,139.6) 1,983.0 14,069.8 (12,526.8) 2011 36,955.9 23,561.8 63.8% 13,394.1 36.2% 3,659.9 9.9% 3,601.0 1,904.3 3.48 1.77 5,366.2 (668.0) (1,135.4) 2,134.2 13,615.3 (12,589.6)
Consolidated income statement for the period

(in millions) Revenue(*) Concession subsidiaries revenue derived from works carried out by non-Group companies Total revenue Revenue from ancillary activities Operating expenses Operating income from ordinary activities Share-based payments (IFRS 2) Goodwill impairment expense Profit/(loss) of companies accounted for under the equity method Operating income Cost of gross financial debt Financial income from cash investments Cost of net financial debt Other financial income Other financial expense Income tax expense Net income from continuing operations Net income from discontinued operations (halted or sold) Net income Net income attributable to non-controlling interests Net income for the period attributable to owners of the parent Earnings per share from continuing operations attributable to owners of the parent Basic earnings per share (in ) Diluted earnings per share (in ) Earnings per share attributable to owners of the parent Basic earnings per share (in ) Diluted earnings per share (in ) (*) Excluding concession subsidiaries revenue derived from works carried out by non-Group companies. 8 8 3.57 3.54 3.52 3.48 8 8 3.57 3.54 3.52 3.48 2,025.2 108.5 1,916.7 1,996.0 91.7 1,904.3 6 6 6 7 5 5 2-5 19 5-10-13 5-15 5 Notes 1-2-3 2012 38,633.6 549.6 39,183.2 234.4 (35,746.9) 3,670.7 (94.3) (7.5) 82.1 3,651.0 (726.8) 89.1 (637.7) 111.6 (130.4) (969.2) 2,025.2 2011 36,955.9 690.2 37,646.1 205.0 (34,191.2) 3,659.9 (101.4) (8.0) 50.5 3,601.0 (741.9) 95.2 (646.6) 99.2 (74.0) (983.6) 1,996.0
198
Consolidated comprehensive income statement for the period

2012 Attributable to owners of the parent 1,916.7 (47.7) 17.6 (65.3) (180.3) 34.3 76.4 (117.4) 0.6 (118.0) 1,799.3 (0.7) (12.6) 3.9 3.9 (5.5) 1.1 (6.6) 103.0 Attributable to noncontrolling interests 108.5 (0.7) Attributable to owners of the Total parent 2,025.2 (48.4) 17.6 (66.0) (193.0) 38.2 80.4 (122.9) 1.7 (124.6) 1,902.3 1,904.3 (110.9) (19.9) (91.1) (255.2) (6.1) 117.0 (255.3) (80.2) (175.1) 1,649.0 2011 Attributable to noncontrolling interests 91.7 0.4 (0.0) 0.4 (16.8) (1.0) 3.8 (13.6) (0.5) (13.1) 78.1
(in millions) Net income Financial instruments of controlled companies: changes in fair value of which: Available-for-sale financial assets Cash flow hedges (*) Financial instruments of companies accounted for under the equity method: changes in fair value Currency translation differences Tax (**) Income and expense for the period recognised directly in equity of which: Controlled companies Companies accounted for under the equity method Total comprehensive income
Total 1,996.0 (110.6) (19.9) (90.7) (272.0) (7.1) 120.8 (268.9) (80.7) (188.2) 1,727.1
(*) Changes in the fair value of cash flow hedges (interest rate hedges) are recognised in equity for the effective portion. Cumulative gains and losses in equity are taken to profit or loss at the time when the cash flow affects profit or loss. (**) Including positive tax effects of 80.4million relating to changes in the fair value of financial instruments (120.8million in 2011), negative effects of 6.0million relating to available-for-sale financial assets (positive effects of 6.8million in 2011) and positive effects of 86.4million relating to the effective portion of cash flow hedges (114million in 2011).
Consolidated balance sheet

Assets
(in millions) Non-current assets Concession intangible assets Goodwill Other intangible assets Property, plant and equipment Investment property Investments in companies accounted for under the equity method Other non-current financial assets Deferred tax assets Total non-current assets Current assets Inventories and work in progress Trade and other receivables Other current operating assets Other current non-operating assets Current tax assets Other current financial assets Cash management financial assets Cash and cash equivalents Total current assets Total assets 22 22 7 21 21 21 1,015.5 10,978.6 4,505.5 35.2 87.1 421.1 179.2 6,336.9 23,559.1 61,590.7 1,004.1 10,222.0 4,131.3 46.3 70.4 356.6 169.6 7,372.4 23,372.7 60,575.2 9 10-13 11 12 14 15 16 7 23,499.9 6,609.3 437.4 4,746.2 10.5 810.3 1,715.4 202.7 38,031.6 23,921.5 6,263.8 374.8 4,399.1 48.0 748.6 1,267.6 179.1 37,202.5 Notes 31/12/2012 31/12/2011
199
Consolidated balance sheet

Equity and liabilities
(in millions) Equity Share capital Share premium Treasury shares Other equity instruments Consolidated reserves Currency translation reserves Net income for the period attributable to owners of the parent Amounts recognised directly in equity Equity attributable to owners of the parent Non-controlling interests Total equity Non-current liabilities Non-current provisions Bonds Other loans and borrowings Other non-current liabilities Deferred tax liabilities Total non-current liabilities Current liabilities Current provisions Trade payables Other current operating liabilities Other current non-operating liabilities Current tax liabilities Current borrowings Total current liabilities Total equity and liabilities 7 22 21 21 21 3,507.7 7,603.6 11,306.3 539.9 361.3 3,640.0 26,958.7 61,590.7 3,484.1 7,625.0 10,381.5 567.8 232.6 3,445.8 25,736.9 60,575.2 7 20 22 22 1,796.5 9,615.3 6,938.5 131.5 2,080.4 20,562.3 1,535.4 7,819.8 9,605.2 95.6 2,166.9 21,223.0 18.6 18.4 18.1 18.1 18.2 1,443.4 7,487.9 (1,661.8) 490.6 4,269.2 57.2 1,916.7 (668.8) 13,334.4 735.4 14,069.8 1,413.2 7,182.4 (1,097.5) 490.6 3,493.9 22.7 1,904.3 (519.8) 12,889.9 725.4 13,615.3 Notes 31/12/2012 31/12/2011
200
Consolidated cash flow statement

(in millions) Consolidated net income for the period (including non-controlling interests) Depreciation and amortisation Net increase/(decrease) in provisions Share-based payments (IFRS 2) and other restatements Gain or loss on disposals Change in fair value of financial instruments Share of profit or loss of companies accounted for under the equity method and dividends received from unconsolidated entities Capitalised borrowing costs Cost of net financial debt recognised Current and deferred tax expense recognised Cash flows (used in)/from operations before tax and financing costs Changes in operating working capital requirement and current provisions Income taxes paid Net interest paid Dividends received from companies accounted for under the equity method Cash flows (used in)/from operating activities Purchases of property, plant and equipment and intangible assets Proceeds from sales of property, plant and equipment and intangible assets Operating investments (net of disposals) Operating cash flow Investments in concession fixed assets (net of grants received) Financial receivables (PPP contracts and others) Growth investments in concessions and PPPs Free cash flow (after investments) Purchases of shares in subsidiaries and affiliates (consolidated and unconsolidated) Proceeds from sales of shares in subsidiaries and affiliates (consolidated and unconsolidated) Net effect of changes in scope of consolidation Net financial investments Other Net cash flows (used in)/from investing activities Changes in share capital Transactions on treasury shares Non-controlling interests in share capital increases and decreases of subsidiaries Acquisitions/disposals of non-controlling interests (without acquisition or loss of control) (*) Dividends paid - to shareholders of VINCI SA (**) - to non-controlling interests Proceeds from new long-term borrowings Repayments of long-term loans Change in cash management assets and other current financial debts Net cash flows (used in)/from financing activities Change in net cash Net cash and cash equivalents at beginning of period Other changes (***) Net cash and cash equivalents at end of period Increase/(decrease) in cash management financial assets (Proceeds from)/repayment of loans Other changes (***) Change in net financial debt Net financial debt at beginning of period Net financial debt at end of period 22 (*) Corresponding mainly to the buy-out of non-controlling interests (19.83%) in Entrepose Contracting for 102.4million after the simplified public tender offer. (**) Including the 31.3million interest payment on the perpetual subordinated bonds. (***) Including the change in the consolidation method used for Greek company Gefyra. 22.2 III I+II+III (978.8) (77.8) 1,624.3 (2,539.2) 300.9 (2,079.5) (744.0) 6,514.1 (24.3) 5,745.8 (300.9) 914.9 217.1 62.8 (12,589.6) (12,526.8) (946.8) (89.0) 1,627.0 (1,723.7) 933.4 (463.4) 1,402.7 5,071.1 40.3 6,514.1 (933.4) 96.7 (136.2) 470.1 (13,059.7) (12,589.6) II 2 2 2 2 I 6 7.1 2 21.1 5.2 Notes 2012 2,025.2 1,877.0 106.1 (1.3) (24.0) (1.4) (99.0) (71.3) 637.7 969.2 5,418.5 (37.4) (978.6) (595.0) 57.2 3,864.7 (870.6) 128.5 (742.1) 3,122.6 (1,123.5) (16.1) (1,139.6) 1,983.0 (611.8) 7.4 6.3 (598.0) (49.5) (2,529.2) 335.7 (646.9) (1.3) (96.3) 2011 1,996.0 1,810.7 67.7 10.9 (20.5) (1.4) (66.4) (60.9) 646.6 983.6 5,366.2 93.4 (936.2) (643.4) 57.7 3,937.6 (757.7) 89.7 (668.0) 3,269.5 (1,106.4) (29.0) (1,135.4) 2,134.2 (196.8) 39.7 (15.1) (172.2) (95.9) (2,071.5) 393.5 (623.5) 0.6 (34.9)
201
Consolidated statement of changes in equity

Equity attributable to owners of the parent Other Treasury equity Consolidated shares instruments reserves (552.2) 490.6 2,629.8 Total Amounts attributable Currency recognised to Net translation directly in owners of income reserves equity the parent 1,775.9 1,904.3 (7.7) (72.5) 28.5 (270.7) 12,304.0 1,904.3 (80.2) Noncontrolling interests 720.6 91.7 (0.5)
(in millions) Balance at 01/01/2011 Net income for the period Income and expense for the period recognised directly in equity of controlled companies Income and expense for the period recognised directly in equity of companies accounted for under the equity method Total comprehensive income for the period Increase in share capital Decrease in share capital Transactions on treasury shares Allocation of net income and dividend payments Share-based payments (IFRS 2) Impact of acquisitions or disposals of non-controlling interests after acquisition of control Changes in consolidation scope Other Balance at 31/12/2011 Net income for the period Income and expense for the period recognised directly in equity of controlled companies Income and expense for the period recognised directly in equity of companies accounted for under the equity method Total comprehensive income for the period Increase in share capital Decrease in share capital Transactions on treasury shares Allocation of net income and dividend payments Share-based payments (IFRS 2) Impact of acquisitions or disposals of non-controlling interests after acquisition of control (*) Changes in consolidation scope Other Balance at 31/12/2012
Share Share capital premium 1,381.6 6,820.6
Total 13,024.7 1,996.0 (80.7)
1.5
(176.7)
(175.1)
(13.1)
(188.2)
1,904.3 31.6 361.8 (545.2) (78.3) 829.1 69.1 (25.4) (1,775.9)
(6.1)
(249.1)
1,649.0 393.5 (623.5) (946.8) 69.1
78.1 0.6
1,727.1 394.1 (623.5)
(89.0) 0.5 (1.1)
(1,035.8) 69.6 (26.3)
0.2
(25.2)
(0.1) 69.7 1,413.2 7,182.4 (1,097.5) 490.6 3,493.9 1,904.3 1,916.7
0.1 22.7 0.1 (519.8) 69.7 12,889.9 1,916.7 31.8 (31.2) 0.6
10.4 5.3
10.4 75.0
725.4 13,615.3 108.5 1.1 2,025.2 1.7
2.5
(120.4)
(118.0)
(6.6)
(124.6)
1,916.7 30.2 305.5 (564.3) (82.5) 925.6 65.2 (92.0) (1,904.3)
34.3
(151.6)
1,799.3 335.7 (646.9) (978.8) 65.2
103.0 (1.4) (77.8) 0.4 (24.3)
1,902.3 335.7 (1.4) (646.9) (1,056.6) 65.6 (116.1)
0.1
(91.9)
(2.7) (38.2) 1,443.4 7,487.9 (1,661.8) 490.6 4,269.2 1,916.7
0.2 (0.1) 57.2
2.5 0.1 (668.8)
(38.2) 13,334.4
8.5 1.5
8.5 (36.7)
735.4 14,069.8
(*) Corresponding mainly to the buy-out of non-controlling interests in Entrepose Contracting, which had a negative impact of 79.7 million (amount attributable to owners of the parent) after the simplified public tender offer and squeeze-out.
202
A. Accounting policies and measurement methods

1. General policies
Pursuant to Regulation (EC) No. 1606/2002 of 19 July 2002, VINCIs consolidated financial statements for the period ended 31 December 2012 have been prepared under the International Financial Reporting Standards (IFRS) as adopted by the European Union at 31 December 2012 (*). The accounting policies used at 31 December 2012 are the same as those used in preparing the consolidated financial statements at 31December2011, except for the Standards and Interpretations adopted by the European Union applicable as from 1 January 2012, (see NoteA.1.1. New Standards and Interpretations applicable from 1 January 2012). The information relating to 2010, presented in the 2011 registration document D.12-0108 filed with the AMF on 27 February 2012, is deemed to be included herein. The consolidated financial statements were adopted by the Board of Directors on 5 February 2013 and will be submitted to the Shareholders General Meeting for approval on 16 April 2013.
1.1
The new Standards and Interpretations applicable from 1 January 2012 have no material impact on VINCIs consolidated financial statements at 31 December 2012. These are mainly: Amendment to IFRS 7 Disclosures Transfers of Financial Assets. IAS 12 Amended Deferred Tax: Recovery of Underlying Assets.
New Standards and Interpretations applicable from 1 January 2012
1.2
The Group has not applied early the following Standards and Interpretations of which application was not mandatory at 1January 2012. Standards on consolidation methods: IFRS 10 Consolidated Financial Statements; IFRS 11 Joint Arrangements; IFRS 12 Disclosure of Interests in Other Entities; IAS 27 Revised Consolidated and Separate Financial Statements; IAS 28 Revised Interests in Associates and Joint Ventures. Other standards: IAS 1 Amended Presentation of Items of Other Comprehensive Income; IAS 19 Amended Employee Benefits; IFRS 7 Amended Disclosures Offsetting Financial Assets and Financial Liabilities; IFRS 13 Fair Value Measurement; IAS 32 Amended: Offsetting Financial Assets and Financial Liabilities; IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine. VINCI is currently analysing the impacts and practical consequences of the application of these Standards and Interpretations. The amended version of IAS 19 Employee Benefits must be applied to accounting periods starting on or after 1 January 2013. It features several changes in the way that post-employment benefits are recognised, including the following: all post-employment benefits granted to Group employees must be recognised in the consolidated balance sheet. The corridor method and the ability to amortise past service cost against income over the average vesting period will no longer be possible (see NoteA.3.27.1 Provisions for retirement benefit obligations); calculating the expected return on pension plan assets will now involve the discount rate used for calculating obligations with respect to defined benefit plans; the impacts of plan amendments must be recognised in income; impacts of remeasurements must be recognised in other comprehensive income: actuarial gains and losses on retirement benefit obligations, plan asset outperformance/underperformance (i.e. the difference between the effective return on plan assets and the return calculated using the discount rate applied to the actuarial liability) and changes in the asset ceiling effect. The new arrangements resulting from the revised version of IAS 19 will be applied retrospectively by the Group. The main impacts on the Groups consolidated balance sheets at 1 January 2012 and 31 December 2012 are estimated as follows and correspond to the recognition of actuarial gains and losses and past service costs that were previously not recognised: an increase in provisions for retirement benefit obligations totalling 163million at 1 January 2012 and 325million at 31December 2012; a decrease in assets recognised in the balance sheet totalling 49million at 1 January 2012 and 69million at 31 December 2012; a decrease in consolidated equity, excluding tax effects, totalling 212million at 1 January 2012 and 394million at 31December 2012. A detailed analysis of the impact of the amended version of IAS 19 on the 2012 consolidated financial statements is underway.
(*) Available on http://ec.europa.eu/internal_market/accounting/ias/index_en.htm
Standards and Interpretations adopted by the IASB but not yet applicable at 31 December 2012
203
2.
2.1
Consolidation methods
Consolidation scope and methods
Companies in which the Group holds, whether directly or indirectly, the majority of voting rights enabling control to be exercised, are fully consolidated. Companies that are less than 50% owned but in which VINCI exercises de facto control i.e. has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities are consolidated using this same method. This relates mainly to CFE, a Belgian construction group quoted on the Brussels stock market, of which VINCI owns 46.84% and over which it has de facto control in view in particular of the widely held nature of that companys shareholder register. Jointly controlled operations and assets are recognised on the basis of the Groups share of the assets, liabilities, income and expenses. This relates mainly to construction operations carried out in partnership, in the form of consortia or joint ventures, in the Contracting business and at VINCI Immobilier. Companies over which the Group exercises significant influence and joint ventures are accounted for under the equity method. When determining its level of control over an entity, VINCI also analyses any instruments held by the Group or by third parties which, if exercised, could cause the Group to obtain or lose control of the entity concerned. VINCIs consolidated financial statements include the financial statements of all companies with revenue of more than 2million, and of companies whose revenue is below this figure but whose impact on the Groups financial statements is material.
Number of companies by reporting method

31/12/2012 (number of companies) Controlled companies Equity method Total Total 1,995 355 2,350 France 1,224 58 1,282 Foreign 771 297 1,068 Total 1,907 339 2,246 31/12/2011 France 1,197 66 1,263 Foreign 710 273 983
The main changes in the period relate to the acquisition of the Carmacks group in Alberta, Canada (six companies) and NAPC in India (one company) by Eurovia in the first half of 2012, and of GA Gruppe in Germany (14 companies plus a newly created holding company) by VINCI Energies in the second half of 2012. Gefyra, which holds the concession for the RionAntirion bridge in Greece and was fully consolidated until 1 October 2012, has since that date been accounted for under the equity method after a change in the Groups ability to exert sole control over the company. The increase in the number of consolidated companies is mainly the result of changes to VINCI Energies operational organisation during the year. This led to the creation of 41 companies and the combination of eight others within VINCI Energies France. Other acquisitions during the period mainly concerned VINCI Concessions (four companies), VINCI Energies (17 companies), VINCI Construction (11 companies) and Eurovia (four companies).
2.2
Reciprocal operations and transactions relating to assets and liabilities, income and expenses between companies that are consolidated or accounted for under the equity method are eliminated in the consolidated financial statements. This is done: for the full amount if the transaction is between two controlled subsidiaries; applying the percentage owned of a company accounted for under the equity method in the case of profits or losses realised between a controlled company and a company accounted for under the equity method.
Intragroup transactions
2.3
In most cases, the functional currency of companies and establishments is their local currency. The financial statements of foreign companies of which the functional currency is different from that used in preparing the Groups consolidated financial statements are translated at the closing rate for balance sheet items and at the average rate for the period for income statement items. Any resulting translation differences are recognised under translation differences in consolidated reserves. Goodwill relating to foreign entities is considered as comprising part of the assets and liabilities acquired and is therefore translated at the exchange rate in force at the balance sheet date.
Translation of the financial statements of foreign companies and establishments
2.4
Transactions in foreign currency are translated into euros at the exchange rate at the transaction date. At the balance sheet date, financial assets and monetary liabilities denominated in foreign currencies are translated at the closing rate. Resulting exchange gains and losses are recognised under foreign exchange gains and losses and are shown under other financial income and other financial expense in the income statement. Foreign exchange gains and losses arising on loans denominated in foreign currency or on foreign currency derivative instruments qualifying as hedges of net investments in foreign subsidiaries, are recorded under currency translation differences in equity.
Foreign currency transactions
204
2.5
Business combinations completed between 1 January 2004 and 31 December 2009 were recognised applying the provisions of the previous version of IFRS 3. Business combinations completed from 1 January 2010 onwards have been recognised in accordance with IFRS 3 Revised. This Standard has been applied prospectively. It has therefore not affected business combinations made before 1January 2010. In application of this revised Standard, the Group recognises the identifiable assets and liabilities assumed at their fair value at the dates when control was acquired. The cost of a business combination is the fair value, at the date of exchange, of the assets given, liabilities assumed, and/ or equity instruments issued by the acquirer in exchange for control of the acquiree. Contingent price adjustments are measured at fair value at each balance sheet date. After 12 months have elapsed from the acquisition date, any subsequent changes to this fair value are recognised in profit or loss. Expenses that are directly attributable to the acquisition, such as professional fees for due diligence and other related fees, are expensed as they are incurred. Non-controlling interests in the acquiree are measured either at their share of the acquirees net identifiable assets, or at their fair value. This option is applied on a case-by-case basis for each acquisition. The cost of acquisition is allocated by recognising the acquirees identifiable assets and liabilities assumed at their fair value at that date, except for assets or asset groups classified as held for sale under IFRS 5, which are recognised at their fair value less costs to sell. The positive difference between the cost of acquisition and the fair value of the identifiable assets and liabilities acquired constitute goodwill. Where applicable, the cost of acquisition can include the fair value of non-controlling interests if the full goodwill method has been selected. The Group has 12 months from the date of acquisition to finalise the accounting for business combinations. In the case of a business combination achieved in stages, previously acquired shareholdings in the acquiree are measured at fair value at the date of acquisition of control. Any resulting gain or loss is recognised in profit or loss.
Business combinations
2.6
In accordance with IAS 27 Revised, acquisitions or disposals of non-controlling interests, with no impact on control, are considered as transactions with the Groups shareholders. Under this approach, the difference between the consideration paid to increase the percentage shareholding in an already-controlled entity and the supplementary share of equity thus acquired is recorded under consolidated equity. Similarly, a decrease in the Groups percentage interest in an entity that continues to be controlled is booked in the accounts as a transaction between shareholders, with no impact on profit or loss.
Transactions between shareholders, acquisitions and disposals of non-controlling interests after acquisition of control
2.7
Discontinued operations (halted or sold), operations and assets classified as held for sale
Discontinued operations Whenever discontinued operations (halted or sold) or operations classified as held for sale are: a business line or a geographical area of business that is material for the Group and that forms part of a single disposal plan; or a subsidiary acquired exclusively with a view to resale; they are shown on a separate line of the consolidated income statement at the balance sheet date. Assets connected with discontinued operations, if held for sale, are measured at the lower of their carrying amount and their estimated selling price less costs to sell. Income statement and cash flow items relating to these discontinued operations are shown on a separate line for all the periods presented. Assets classified as held for sale Non-current assets of which the sale has been decided during the period are shown on a separate line of the balance sheet whenever the sale is expected to be completed within 12 months. Such assets are measured at the lower of their carrying amount and their estimated selling price less costs to sell. Contrary to discontinued operations, income statement and cash flow items relating to assets classified as held for sale are not shown on a separate line.
3.
3.1
Measurement rules and methods

Use of estimates
The preparation of financial statements under IFRSs requires estimates to be used and assumptions to be made that affect the amounts shown in those financial statements. These estimates assume the operation is a going concern and are made on the basis of the information available at the time. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates. The consequence of the economic and financial crisis in Europe, in particular financial market volatility, access to finance and economic growth, makes it difficult to assess the outlook for business in the medium term. The consolidated financial statements for the period have therefore been prepared with reference to the immediate environment, in particular as regards the estimates given below.
205
3.1.1
The Group uses the stage of completion method to recognise revenue and profit or loss on construction contracts, applying the general revenue recognition rules on the basis of the stage of completion. The stage of completion and the revenue to recognise are determined on the basis of a large number of estimates based on monitoring of the work performed and using the benefit of experience to take account of unforeseen circumstances. In consequence, adjustments may be made to initial estimates throughout the contract and may materially affect future results. The assumptions and estimates made to determine the recoverable amount of goodwill, intangible assets and property, plant and equipment relate in particular to the assessment of market prospects needed to estimate the cash flows, and the discount rates adopted. Any change in these assumptions could have a material effect on the recoverable amount. The main assumptions used by the Group are described in NoteE.13 Impairment tests on goodwill and other non-financial assets. The Group recognises a share-based payment expense relating to the granting to its employees of share options (offers to subscribe to or purchase shares), performance share plans and shares under the Group savings plans. This expense is measured on the basis of actuarial calculations using estimated behavioural assumptions based on observation of past behaviour. The main actuarial assumptions (expected volatility, expected return on the share, etc.) adopted by the Group are described for each plan in NoteE.19 Share-based payments. The Group is involved in defined contribution and defined benefit retirement plans. Its obligations in connection with these defined benefit plans are measured actuarially based on assumptions such as the discount rate, the return on the investments dedicated to these plans, future increases in wages and salaries, employee turnover, mortality rates and the rate of increase of health expenses. Most of these assumptions are updated annually. Details of the assumptions used and how they are determined are given in NoteE.20.1 Provisions for retirement benefit obligations. The Group considers that the actuarial assumptions used are appropriate and justified in the current conditions. Obligations may, however, change if assumptions change. The factors that materially influence the amount of provisions relate to: the estimates made on a statistical basis from expenses incurred in previous years, for after-sales-service provisions; the forecasts of expenditures on major maintenance over several years used as a basis for the provisions for obligations to maintain the condition of infrastructure under concession. These forecasts are estimated taking account of indexation clauses included in construction and civil engineering contracts (mainly the TP01, TP02 and TP09 indices); the estimates of forecast profit or loss on construction contracts, which serve as a basis for the determination of losses on completion (see NoteA.3.4. Construction contracts); the discount rates used to determine the present value of these provisions. Fair value is determined on the basis of the following three models or levels: Level 1 quoted prices on an active market: whenever quoted prices on an active market are available, these are used in priority to determine fair value. Marketable securities and some listed bond issues are measured in this way; Level 2 internal model using internal measurement techniques with observable factors: these techniques are based on usual mathematical computation methods, which incorporate observable market data (forward prices, yield curves, etc.). The calculation of the fair value of most derivative financial instruments (swaps, caps, floors, etc.) traded on markets is made on the basis of models commonly used by market participants to price such financial instruments. Every quarter, the internally calculated values of derivative instruments are checked for consistency with the values sent to VINCI by the counterparties. Level 3 internal model using non-observable factors: this model applies in VINCI only for holdings of unlisted shares, which, in the absence of an active market, are measured at their cost of acquisition plus transaction costs.
Measurement of construction contract profit or loss using the stage of completion method
3.1.2
Values used in impairment tests
3.1.3
Measurement of share-based payment expenses under IFRS 2
3.1.4
Measurement of retirement benefit obligations
3.1.5
Measurement of provisions
3.1.6
Measurement of financial instruments at fair value
3.2 Revenue
Consolidated revenue of the Contracting business (VINCI Energies, Eurovia and VINCI Construction) is recognised in accordance with IAS 11 Construction Contracts. It includes the total of the work, goods and services generated by the consolidated subsidiaries pursuing their main activity and the revenue for construction work on infrastructure under concession. The method for recognising revenue under construction contracts is explained in NoteA.3.4 Construction contracts below. Consolidated revenue of the Concessions business is recognised in accordance with IAS 18 Revenue and IAS 11. The method for recognising revenue in respect of concession contracts is explained in NoteA.3.5 Concession contracts below. It comprises: tolls for the use of motorway infrastructure operated under concession, revenue booked by car parks and airport service concessions, and ancillary income such as fees for the use of commercial installations, rental of telecommunications infrastructure and advertising space; and revenue in respect of the construction of new concession infrastructure recognised on a stage of completion basis in accordance with IAS 11. In the property sector, revenue arising on lots sold is recognised as the property development proceeds (in accordance with IFRIC 15 Agreements for the Construction of Real Estate).
206
3.3 3.4
Revenue from ancillary activities Construction contracts
Revenue from ancillary activities mainly comprises rental income, sales of equipment, materials and merchandise, study work and fees other than those generated by concession operators.
The Group recognises construction contract income and expenses using the stage of completion method defined by IAS 11. For the VINCI Construction business line, the stage of completion is usually determined on a physical basis. For the other business lines (Eurovia and VINCI Energies), it is determined on the basis of the percentage of total costs incurred to date. If the estimate of the final outcome of a contract indicates a loss, a provision is made for the loss on completion regardless of the stage of completion, based on the best estimates of income, including, if need be, any rights to additional revenue or claims if these are probable and can be reliably estimated. Provisions for losses on completion are shown under liabilities. Part payments received under construction contracts before the corresponding work has been carried out are recognised under liabilities under advances and payments on account received.
3.5
Concession contracts
Under the terms of IFRIC 12 Service Concession Arrangements, a concession operator has a twofold activity: a construction activity in respect of its obligations to design, build and finance a new asset that it makes available to the grantor: revenue is recognised on a stage of completion basis in accordance with IAS 11; an operating and maintenance activity in respect of concession assets: revenue is recognised in accordance with IAS 18. In return for its activities, the operator receives remuneration from either: Users: the intangible asset model applies.The operator has a right to receive tolls (or other payments) from users in consideration for the financing and construction of the infrastructure. The intangible asset model also applies whenever the concession grantor remunerates the concession operator based on the extent of use of the infrastructure by users, but with no guarantees as to the amounts that will be paid to the operator (under a simple pass through or shadow toll agreement). Under this model, the right to receive toll payments (or other remuneration) is recognised in the concession operators balance sheet under Concession intangible assets. This right corresponds to the fair value of the asset under concession plus the borrowing costs capitalised during the construction phase. It is amortised over the term of the arrangement in a manner that reflects the pattern in which the assets economic benefits are consumed by the entity, starting from the entry into service of the asset. This treatment applies to most of the infrastructure concessions, in particular the motorway networks in France, certain bridges and most of the parking facilities managed under concession by VINCI Park. The grantor: the financial asset model applies. The operator has an unconditional contractual right to receive payments from the concession grantor, irrespective of the amount of use made of the infrastructure. Under this model, the operator recognises a financial asset, attracting interest, in its balance sheet, in consideration for the services it provides (design, construction etc.). Such financial assets are recognised in the balance sheet under Loans and receivables, in an amount corresponding to the fair value of the infrastructure on first recognition and subsequently at amortised cost. The receivable is settled by means of the grantors payments received. The financial income calculated on the basis of the effective interest rate, equivalent to the projects internal rate of return, is recognised under operating income.
In the case of bifurcated models, the operator is remunerated partly by users and partly by the grantor. The part of the investment that is covered by an unconditional right to receive payments from the grantor (in the form of grants or rental) is recognised as a financial receivable up to the amount guaranteed. The unguaranteed balance, of which the amount is dependent on the extent of use of the infrastructure, is recognised under concession intangible assets.
3.6
Share-based payments
The measurement and recognition methods for share subscription and purchase plans, the Plans dEpargne Groupe (Group savings plans) and performance share plans, are defined by IFRS 2 Share-based Payment. The granting of share options, performance shares and offers to subscribe to Group savings plans in France and abroad represent a benefit granted to their beneficiaries and therefore constitute supplementary remuneration borne by VINCI. Because such transactions do not give rise to monetary transactions, the benefits granted in this way are recognised as expenses in the period in which the rights are acquired, with a corresponding increase in equity. Benefits are measured on the basis of the fair value at the grant date of the equity instruments granted. Benefits granted under share option plans, performance share plans and Group savings plans are implemented as decided by VINCIs Board of Directors after approval by the Shareholders General Meeting, and are not, in general, systematically renewed. As their measurement is not directly linked to the business lines operations, VINCI has considered it appropriate not to include the corresponding expense in the operating income from ordinary activities, which is an indicator of business lines performance, but to report it on a separate line, labelled Share-based payment expense (IFRS 2), in operating income. Options to subscribe to or purchase shares have been granted to Group employees and senior executives. For some of these plans, definitive vesting of share subscription or purchase option plans is conditional on performance conditions (stock market performance or financial criteria) being met. The fair value of options is determined, at grant date, using the Monte Carlo valuation model, taking account of the impact of the market performance condition if applicable. The Monte Carlo model allows a larger number of scenarios to be modelled, by including in particular the valuation of assumptions about beneficiaries behaviour on the basis of historical observations. Performance shares subject to vesting conditions have been granted to Group employees and senior executives. As these are plans under which the final vesting of the shares may be dependent on the realisation of financial criteria, the fair value of the shares has been estimated, at grant date, taking account of the likelihood of the financial criteria being met, as recommended by IFRS 2.
3.6.1
Share subscription or purchase option plans
3.6.2
Performance share plans
207
The number of performance shares measured at fair value in the calculation of the IFRS 2 expense is adjusted at each balance sheet date for the impact of the change in the likelihood of the financial criteria being met.
3.6.3
In France, VINCI issues new shares reserved for its employees three times a year with a subscription price that includes a discount against the average stock market price of the VINCI share during the last 20 business days preceding the authorisation by the Board of Directors. This discount is considered as a benefit granted to the employees; its fair value is determined using the Monte Carlo valuation model at the date on which the subscription price is announced to the employees. As certain restrictions apply to the sale or transfer of shares acquired by employees under these plans, the fair value of the benefit to the employee takes account of the fact that the shares acquired cannot be freely disposed of for five years other than in certain specific circumstances. The Group recognises the benefits granted in this way to its employees as an expense over the vesting period, with a corresponding increase in consolidated equity. Outside France, in accordance with authorisations given to the Board of Directors by the Shareholders General Meeting, VINCI has set up Group savings plans for the employees of certain foreign subsidiaries in 14 countries. These plans have different characteristics from those for employees in France, partly to ensure that the plans value is consistent across all countries despite varying tax and regulatory arrangements. Details of the plans are set out in the relevant Noteto the financial statements.
Group savings plans
3.7
The cost of net financial debt includes: the cost of gross financial debt, which includes the interest expense calculated at the effective interest rate, and gains and losses on interest rate derivatives allocated to gross financial debt whether designated as hedges for accounting purposes or not; and the line item financial income from cash management investments, which comprises the return on investments of cash and cash equivalents. Investments of cash and cash equivalents are measured at fair value through profit or loss.
Cost of net financial debt
3.8
Other financial income and expense comprises mainly foreign exchange gains and losses, the effects of discounting to present value, dividends received from unconsolidated entities, capitalised borrowing costs, and changes in the value of derivatives not allocated to managing interest rate or exchange rate risk. Borrowing costs borne during construction relate to concession assets and are mainly included in the cost of those assets. They are determined as follows: to the extent that funds are borrowed specifically for the purpose of constructing an asset, the borrowing costs eligible for capitalisation on that asset are the actual borrowing costs incurred during the period less any investment income arising from the temporary investment of those borrowings; when borrowing is not intended to finance a specific project, the interest eligible for capitalisation on an asset is determined by applying a capitalisation rate to the expenditure on that asset. This capitalisation rate is equal to the weighted average of the costs of borrowing funds for construction work, other than those specifically intended for the construction of given assets. This does not relate to the construction of infrastructure under concession accounted for using the financial asset model (see NoteA.3.20.2 Loans and receivables at amortised cost).
Other financial income and expense
3.9
Income tax is computed in accordance with the tax legislation in force in the countries where the income is taxable. In accordance with IAS 12, deferred tax is recognised on the temporary differences between the carrying amount and the tax base of assets and liabilities. It is calculated using the latest tax rates enacted or substantively enacted at the accounts closing date, which are applied according to the schedule for reversing temporary differences. The effects of a change in the tax rate from one period to another are recognised in the income statement in the period in which the change occurs. Deferred tax relating to items recognised directly under equity, in particular share-based payment expenses (under IFRS 2), is also recognised under equity. Whenever subsidiaries have distributable reserves, a deferred tax liability is recognised in respect of the probable distributions that will be made in the foreseeable future. Moreover, shareholdings in companies accounted for under the equity method give rise to recognition of a deferred tax liability in respect of all the differences between the carrying amount and the tax base of the shares. Net deferred tax is determined on the basis of the tax position of each entity or group of entities included in the tax group under consideration and is shown under assets or liabilities for its net amount per taxable entity. Deferred tax is reviewed at each balance sheet date to take account in particular of the impact of changes in tax law and the prospect of recovery. Deferred tax assets are only recognised if their recovery is probable. Deferred tax assets and liabilities are not discounted.
Income tax
3.10
Basic earnings per share is the net income for the period after non-controlling interests, divided by the weighted average number of shares outstanding during the period less treasury shares. In calculating diluted earnings per share, the average number of shares outstanding is adjusted for the dilutive effect of equity instruments issued by the Company, in particular share subscription or purchase options and performance shares.
Earnings per share
3.11
Concession intangible assets correspond to the concession operators right to operate the asset under concession in consideration for the investment expenditures incurred for the design and construction of the asset. This operators right corresponds to the fair value of the construction of the asset under concession plus the borrowing costs capitalised during the construction phase. It is amortised over the term of the contract in a manner that reflects the pattern in which the contracts economic benefits are consumed by the entity, starting from the
Concession intangible assets
208
date when the right to operate starts to be used. For concessions that have recently entered into service, the amortisation is calculated using the progressive, straight-line or diminishing balance method, on the basis of the forecast traffic levels included in the business plan. In the particular case of the motorway operating companies ASF, Cofiroute and Escota, the straight-line method is used.
3.12 Goodwill
Goodwill is the excess of the cost of a business combination over the Groups interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities at the date(s) of acquisition, recognised on first consolidation. Goodwill in fully consolidated subsidiaries is recognised under goodwill in consolidated assets. Goodwill relating to companies accounted for under the equity method is included in the line item Investments in companies accounted for under the equity method. Goodwill is not amortised but is tested for impairment at least annually and whenever there is an indication that it may be impaired. Whenever goodwill is impaired, the difference between its carrying amount and its recoverable amount is charged to operating income in the period and is not reversible. Negative goodwill is recognised directly in profit or loss in the year of acquisition. Following adoption of IFRS 3 Revised, an option is available to measure non-controlling interests on the acquisition date either at fair value (the full goodwill method) or for the portion of the net assets acquired that they represent (the partial goodwill method). The choice can be made for each business combination.
3.13
Other intangible assets
Other intangible assets mainly comprise operating rights, brands, quarrying rights of finite duration and computer software. Other purchased intangible assets are measured at cost less any amortisation or cumulative impairment losses. Quarrying rights are amortised as materials are extracted (volumes extracted during the period are compared with the estimated total volume to be extracted from the quarry over its useful life) in order to reflect the decline in value due to depletion. Other intangible assets are amortised on a straight-line basis over their useful life.
3.14 3.15
Grants related to assets are presented in the balance sheet as a reduction of the amount of the asset for which they were received.
Grants related to assets
Items of property, plant and equipment are recorded at their acquisition or production cost less cumulative depreciation and any impairment losses. They are not revalued. They also include concession operating assets that are not controlled by the grantor but that are necessary for operation of the concession such as buildings intended for use in the operation, equipment for toll collection, signage, data transmission and videosurveillance, and vehicles and equipment. Depreciation is generally calculated on a straight-line basis over the period of use of the asset. Accelerated depreciation may, however, be used when it appears more appropriate to the conditions under which the asset is used. For certain complex assets comprising several components, in particular buildings and constructions, each component of the asset is depreciated over its own period of use. In the particular case of quarries, they are depreciated as materials are extracted (volumes extracted during the period are compared with the estimated total volume to be extracted from the quarry over its useful life) in order to reflect the consumption of the economic benefits. The main periods of use of the various categories of items of property, plant and equipment are as follows:
Constructions: - structure - general technical installations Site equipment and technical installations Vehicles Fixtures and fittings Office furniture and equipment Between 20 and 50 years Between 5 and 20 years Between 3 and 12 years Between 3 and 5 years Between 8 and 10 years Between 3 and 10 years
Property, plant and equipment
Depreciation commences as from the date when the asset is ready to enter into service.
3.16
Finance leases
Assets acquired under finance leases are recognised as non-current assets whenever the effect of the lease is to transfer to the Group substantially all the risks and rewards incidental to ownership of these assets, with recognition of a corresponding financial liability. Assets held under finance leases are depreciated over their period of use.
3.17
Investment property is property held to earn rentals or for capital appreciation. Such property is shown on a separate line in the balance sheet. It is recorded at its acquisition cost less cumulative depreciation and any impairment losses, in the same way as items of property, plant and equipment.
Investment property
209
3.18
Under certain circumstances, impairment tests must be performed on intangible assets and property, plant and equipment. For intangible assets with an indefinite useful life, goodwill and construction work in progress, a test is performed at least annually and whenever there is an indication of a loss of value. For other fixed assets, a test is performed only when there is an indication of a loss of value. In accordance with IAS 36, the criteria adopted to assess indications that an asset might be impaired are either external (e.g. a material change in market conditions) or internal (e.g. a material reduction in revenue), without distinction. Assets to be tested for impairment are grouped within cash-generating units that correspond to homogeneous groups of assets that generate identifiable cash inflows from their use. Whenever the recoverable value of a cash-generating unit is less than its carrying amount, an impairment loss is recognised in operating income. The recoverable amount of a cash-generating unit is the higher of its fair value less costs to sell and its value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit. The discount rate is determined for each cash-generating unit taking account of its geographical location and the risk profile of its business.
Impairment of non-financial non-current assets
3.19
Equity-accounted investments are initially recognised at cost of acquisition, including any goodwill arising. Their carrying amount is then increased or decreased to recognise the Groups share of the entitys profits or losses after the date of acquisition. Whenever losses are greater than the value of the Groups net investment in the equity-accounted entity, these losses are not recognised unless the Group has entered into a commitment to recapitalise the entity or provide it with funding. The share of the negative net equity of companies accounted for under the equity method arising from decreases in the fair value of financial hedging instruments is presented under provisions for financial risks. If there is an indication that an investment may be impaired, its recoverable value is tested as described in NoteA.3.18 Impairment of nonfinancial non-current assets. Impairment losses shown by these impairment tests are recognised as a deduction from the carrying amount of the corresponding investments. In order to present business lines operational performance in the best way possible, the income or loss of companies accounted for under the equity method is reported on a specific line, between the operating income from ordinary activities and operating income lines. These shareholdings are in companies in which the Group has significant influence and in jointly controlled entities.
Investments in companies accounted for under the equity method
3.20 Other non-current financial assets
Other non-current financial assets comprise available-for-sale securities, the part at more than one year of loans and receivables measured at amortised cost, the part at more than one year of financial receivables under public-private partnership contracts (PPPs) and the fair value of derivative financial instruments designated as hedges maturing after one year (see NoteA.3.29.2 Fair value of derivative instruments (assets and liabilities)).
3.20.1 Available-for-sale securities
Available-for-sale securities comprises the Groups shareholdings in unconsolidated companies. At the balance sheet date, available-for-sale securities are measured at their fair value. The fair value of shares in listed companies is determined on the basis of the stock market price at the relevant balance sheet date. For unlisted securities, if their fair value cannot be determined reliably, the securities continue to be measured at their original cost, i.e. their cost of acquisition plus transaction costs. Changes in fair value are recognised directly in equity. Whenever there is an objective indication that such an asset is impaired, the corresponding loss is recognised in profit or loss and may not be reversed. For securities quoted on an active market, a long-lasting or material decline in fair value below their cost is an objective indication of their impairment. The factors considered by the Group in assessing the long-lasting or material nature of a decline in fair value are generally the following: the impairment is long-lasting whenever the closing stock market price has been lower than the cost of the security for more than 18 months; the impairment is material whenever, at the balance sheet date, there has been a 30% fall in the current market price compared with the cost of the financial asset. For unlisted securities, the factors considered are the decrease in value of the share of equity held and the absence of prospects for generating profits. Loans and receivables at amortised cost mainly comprises receivables connected with shareholdings, current account advances to companies accounted for under the equity method or unconsolidated entities, guarantee deposits, collateralised loans and receivables and other loans and financial receivables. It also includes the financial receivables relating to concession contracts and public-private partnerships whenever the concession operator has an unconditional right to receive remuneration (generally in the form of scheduled payments) from the grantor. When first recognised, these loans and receivables are recognised at their fair value less the directly attributable transaction costs. At each balance sheet date, these assets are measured at their amortised cost using the effective interest method. In the particular case of receivables coming under the scope of IFRIC 12, the effective interest rate used corresponds to the projects internal rate of return. If there is an objective indication of impairment of these loans and receivables, an impairment loss is recognised at the balance sheet date. The impairment loss, which corresponds to the difference between the carrying amount and the recoverable amount (i.e. the present value of the expected cash flows discounted using the original effective interest rate), is recognised in profit or loss. This loss may be reversed if the recoverable value increases subsequently and if this favourable change can objectively be linked to an event arising after recognition of the impairment loss.
3.20.2 Loans and receivables at amortised cost
210
3.21 3.22
Inventories and work in progress are recognised at their cost of acquisition or of production by the entity. At each balance sheet date, they are measured at the lower of cost and net realisable value.
Inventories and work in progress
Trade receivables and other current operating assets are current financial assets and are initially measured at their fair value, which is generally their nominal value, unless the effect of discounting is material. At each balance sheet date, trade receivables and other current operating assets are measured at their amortised cost less any impairment losses taking account of any likelihood of non-recovery. An estimate of the likelihood of non-recovery is made at each balance sheet date in the light of payment delays and guarantees obtained and an impairment loss is recognised if necessary.
Trade receivables and other current operating assets
3.23 Other current financial assets
Other current financial assets comprises the fair value of derivative financial instruments (assets) not designated as hedges for accounting purposes, the part at less than one year of the fair value of derivative financial instruments (assets) designated as hedges for accounting purposes and the part at less than one year of loans and receivables reported under other non-current financial assets (see NoteA.3.29.2 Fair value of derivative financial instruments (assets and liabilities)).
3.24
Cash management financial assets comprises investments in money market securities and bonds, and units in UCITS, made with a shortterm management objective, that do not satisfy the IAS 7 criteria for recognition as cash (see NoteA.3.25 Cash and cash equivalents). As the Group adopts fair value as being the best reflection of the performance of these assets, they are measured and recognised at their fair value, and changes in fair value are recognised through profit or loss. Purchases and sales of cash management financial assets are recognised at their transaction date. Their fair value is determined using commonly used valuation models or, for non-listed cash management assets, at the present value of future cash flows. In assessing the fair value of listed instruments, the Group uses the market price at the balance sheet date or the net asset value of UCITS.
Cash management financial assets
3.25 Cash and cash equivalents
This item comprises current accounts at banks and cash equivalents corresponding to short-term, liquid investments subject to negligible risks of fluctuations of value. Cash equivalents comprise in particular monetary UCITS and certificates of deposit with maturities not exceeding three months at the origin. Bank overdrafts are not included in cash and are reported under current financial liabilities. The Group has adopted the fair value method to assess the return on its financial instruments. Changes in fair value are recognised directly in profit or loss. Their fair value is determined using commonly used valuation models or, for non-listed cash management assets, at the present value of future cash flows. In assessing the fair value of listed instruments, the Group uses the market price at the balance sheet date or the net asset value of UCITS.
3.26
Treasury shares held by the Group are booked as a deduction from equity at their cost of acquisition. Any gains or losses connected with the purchase, sale, issue or cancellation of treasury shares are recognised directly in equity without affecting the income statement. In accordance with IAS 32, equity includes perpetual subordinated bonds that meet the definition of equity instruments.
Treasury shares and other equity instruments
3.27
3.27.1
Non-current provisions comprise provisions for retirement benefit obligations and other non-current provisions. Provisions are taken in the balance sheet for obligations connected with defined benefit retirement plans, for both current and former employees (people with deferred rights or who have retired). These provisions are determined using the projected unit credit method on the basis of actuarial assessments made at each annual balance sheet date. The actuarial assumptions used to determine the obligations vary depending on the economic conditions of the country where the plan is operated. Each plans obligations are recognised separately. For defined benefit plans financed under external management arrangements (i.e. pension funds or insurance policies), the surplus or shortfall of the fair value of the assets compared with the present value of the obligations is recognised as an asset or liability in the balance sheet, after deduction of cumulative actuarial gains and losses and any past service cost not yet recognised in profit or loss. Past service cost corresponds to the benefits granted either when a company adopts a new defined benefit plan or when it changes the level of benefit of an existing plan. Whenever new rights to benefit are acquired as from the adoption of the new plan or the change of an existing plan, the past service cost is recognised immediately in profit or loss. Conversely, whenever adoption of a new plan or a change in a plan gives rise to the acquisition of rights after its implementation date, past service costs are recognised as an expense on a straight-line basis over the average period remaining until the corresponding rights are fully vested.
Non-current provisions
Provisions for retirement benefit obligations
211
Actuarial gains and losses result from changes in actuarial assumptions and from experience adjustments (the effects of differences between the actuarial assumptions adopted and that which has actually occurred). Cumulative unrecognised actuarial gains and losses that exceed 10% of the higher of the present value of the defined benefit obligation and the fair value of the plan assets are recognised in profit or loss on a straight-line basis over the average expected remaining working lives of the employees in that plan. For defined benefit plans, the expense recognised under operating income or loss comprises the current service cost, the amortisation of past service cost, the amortisation of any actuarial gains and losses and the effects of any reduction or winding up of the plan. The interest cost (cost of discounting) and the expected yield on plan assets are recognised under other financial income and expenses. Commitments relating to lump-sum payments on retirement for manual construction workers, which are met by contributions to an outside multi-employer insurance fund (CNPO), are considered as being under defined contribution plans and are recognised as an expense as and when contributions are payable. The part of provisions for retirement benefit obligations that matures within less than one year is shown under current liabilities.
3.27.2
Other non-current provisions
These comprise provisions for other employee benefits, measured in accordance with IAS 19, and those provisions that are not directly linked to the operating cycle, measured in accordance with IAS 37. These are recognised whenever, at the balance sheet date, the Group has a legal or constructive present obligation towards non-Group companies arising from a past event, whenever it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation and whenever a reliable estimate can be made of the amount of the obligation. These provisions are measured at their present value, corresponding to the best estimate of the outflow of resources required to settle the obligation. The part at less than one year of other employee benefits is reported under other current liabilities. The part at less than one year of provisions not directly linked to the operating cycle is reported under current provisions.
3.28 Current provisions
Current provisions are provisions directly linked to each business lines own operating cycle, whatever the expected time of settlement of the obligation. They are recognised in accordance with IAS 37 (see above). They also include the part at less than one year of provisions not directly linked to the operating cycle. Provisions are taken for contractual obligations to maintain the condition of infrastructure under concession, principally by the motorway concession operating companies to cover the expense of major road repairs (surface courses, restructuring of slow lanes, etc.), bridges, tunnels and hydraulic infrastructure. Provisions are calculated on the basis of maintenance expense plans spanning several years, which are updated annually. These expenses are reassessed on the basis of appropriate indices (mainly the TP01, TP02 and TP09 indices). Provisions are also taken whenever recognised signs of defects are encountered on identified infrastructure. These provisions are recognised at their present value. The effect of discounting provisions is recognised under other financial expense. Provisions for after-sales service cover Group entities commitments under statutory warranties relating to completed projects, in particular 10-year warranties on building projects in France. They are estimated statistically on the basis of expenses incurred in previous years or individually on the basis of specifically identified events. Provisions for losses on completion of contracts and construction project liabilities are set aside mainly when end-of-contract projections, based on the most likely estimated outcome, indicate a loss, and when work needs to be carried out in respect of completed projects under completion warranties. Provisions for disputes connected with operations mainly relate to disputes with customers, subcontractors, joint contractors or suppliers. Restructuring provisions include the cost of plans and measures for which there is a commitment whenever these have been announced before the period end. Provisions for other current liabilities mainly comprise provisions for late delivery penalties, for individual dismissals and for other risks related to operations.
3.29
Bonds and other financial debt (current and non-current)

These are recognised at amortised cost using the effective interest method. The effective interest rate is determined after taking account of redemption premiums and issuance expenses. Under this method, the interest expense is measured actuarially and reported under the cost of gross financial debt. The economic benefit of a loan at a significantly below-market rate of interest, which is the case in particular for project finance granted by public-sector organisations, is treated as a government grant and recognised as a reduction of the debt and the related investments, in accordance with IAS 20. Financial instruments that comprise both a liability component and an equity component, such as bonds convertible into shares, are recognised in accordance with IAS 32. The carrying amount of the compound instrument is apportioned between its liability component and its equity component, the equity component being defined as the difference between the fair value of the compound instrument and the fair value of the liability component. The liability component corresponds to the fair value of a liability with similar characteristics but without an equity component. The value attributed to the separately recognised equity component is not altered during the term of the instrument. The liability component is measured using the amortised cost method over its estimated term. Issuance costs are allocated proportionately between the liability and equity components. The part at less than one year of borrowings is included in current borrowings.
3.29.1 Bond loans, other loans and borrowings
212
3.29.2 Fair value of derivative financial instruments (assets and liabilities)
The Group uses derivative financial instruments to hedge its exposure to market risks (mainly interest rates and foreign currency exchange rates). Most interest rate and foreign currency exchange rate derivatives used by VINCI are designated as hedging instruments. Hedge accounting is applicable in particular if the conditions provided for in IAS 39 are satisfied: at the time of setting up the hedge, there is a formal designation and documentation of the hedging relationship; the effectiveness of the hedging relationship must be demonstrated from the outset and at each balance sheet date, prospectively and retrospectively. The fair value of derivative financial instruments designated as hedges of which the maturity is greater than one year is reported in the balance sheet under other non-current financial assets or other loans and borrowings (non-current). The fair value of other derivative instruments not designated as hedges and the part at less than one year of instruments designated as non-current hedges are reported under other current financial assets or current financial liabilities.
Financial instruments designated as hedging instruments Derivative financial instruments designated as hedging instruments are systematically recognised in the balance sheet at fair value (see NoteA.3.1.6 Measurement of financial instruments at fair value). Nevertheless, their recognition varies depending on whether they are designated as: a fair value hedge of an asset or a liability or of an unrecognised firm commitment; a cash flow hedge; or a hedge of a net investment in a foreign entity. Fair value hedge A fair value hedge enables the exposure to the risk of a change in the fair value of a financial asset, a financial liability or unrecognised firm commitment to be hedged. Changes in the fair value of the hedging instrument are recognised in profit or loss for the period. The change in value of the hedged item attributable to the hedged risk is recognised symmetrically in profit or loss for the period (and adjusted to the carrying amount of the hedged item). Except for the ineffective portion of the hedge, these two revaluations offset each other within the same line items in the income statement. Cash flow hedge A cash flow hedge allows exposure to variability in future cash flows associated with an existing asset or liability, or a highly probable forecast transaction, to be hedged. Changes in the fair value of the derivative financial instrument are recognised in equity for the effective portion and in profit or loss for the period for the ineffective portion. Cumulative gains or losses in equity are taken to profit or loss under the same line item as the hedged item i.e. under operating income and expenses for cash flows from operations and under financial income and expense otherwise when the hedged cash flow affects profit or loss. If the hedging relationship is interrupted because it is no longer considered effective, the cumulative gains or losses in respect of the derivative instrument are retained in equity and recognised symmetrically with the cash flow hedged. If the future cash flow is no longer expected, the gains and losses previously recognised in equity are taken to profit or loss. Hedge of a net investment in a foreign entity A hedge of a net investment denominated in a foreign currency hedges the exchange rate risk relating to the net investment in a consolidated foreign subsidiary. In a similar way as for cash flow hedges, the effective portion of the changes in the value of the derivative instrument is recorded in equity under currency translation reserves and the portion considered as ineffective is recognised in profit or loss. The change in the value of the hedging instrument recognised in translation differences is reversed through profit or loss when the foreign entity in which the initial investment was made is disposed of. Derivative financial instruments not designated as hedging instruments Derivative financial instruments that are not designated as hedging instruments are reported in the balance sheet at fair value and changes in their fair value are recognised in profit or loss.
3.29.3 Put options granted to minority shareholders
Put options (options to sell) granted to the minority shareholders of certain Group subsidiaries are recognised under other non-current liabilities for the present value of the exercise price of the option and as a corresponding reduction of consolidated equity (non-controlling interest and equity attributable to equity holders of the parent for the surplus, if any).
3.30 Off-balance sheet commitments
The Groups off-balance sheet commitments are monitored through specific annual and half-year reports. Off-balance sheet commitments are reported in the appropriate Notes, as dictated by the activity to which they relate.
213
B. Business combinations
1. Acquisition of GA Gruppe
On 7 September 2012, after the European authorities gave antitrust approval, VINCI Energies completed its acquisition of the Energieversorgungstechnik (EVT) division of Swiss group Alpiq. VINCI Energies purchased 100% of the shares in the EVT divisions parent company. EVT, now known as GA Gruppe, is a group of business units offering a comprehensive range of services including engineering, planning, construction and maintenance for power transmission and distribution operators, telecommunications infrastructure operators and industrial companies. GA Gruppe is based mainly in Germany and operates through local subsidiaries in Central Europe. The purchase price of 211million was paid in cash. In accordance with IFRS 3 Revised, VINCI is currently assessing the fair value of the assets, liabilities and contingent liabilities acquired, and determining the related deferred tax effects. Values were provisionally allocated to identifiable assets, liabilities and contingent liabilities at 7September 2012 based on information available. They may be adjusted during the 12 months following the acquisition on the basis of new information regarding the facts and circumstances prevailing at the time of the acquisition.
Provisional determination of identifiable assets, liabilities and contingent liabilities at the acquisition date
(in millions) Assets and liabilities acquired at 7 September 2012 Non-current assets Intangible assets Property, plant and equipment Non-current financial assets Deferred tax assets Total non-current assets Current assets Inventories and work in progress Trade and other operating receivables Other current assets Tax assets Cash and cash equivalents Total current assets Non-current liabilities Non-controlling interests Provisions for retirement benefit obligations and other employee benefits Deferred tax liabilities Total non-current liabilities Current liabilities Current provisions Trade payables Other current liabilities Tax liabilities Current borrowings Total current liabilities Net assets acquired Purchase price Provisional goodwill 6.5 54.1 103.4 10.8 48.8 223.5 31.8 210.8 179.0 2.8 44.8 0.6 48.3 5.3 207.5 0.6 5.5 14.2 233.2 1.5 61.7 0.1 7.1 70.4 Fair value
Provisional goodwill represents the future economic benefits that VINCI expects to derive from the acquisition of GA Gruppe. It has been allocated to the VINCI Energies Allemagne and VINCI Energies Rpublique Tchque cash-generating units for 152million and 27million respectively.
214
GA Gruppes contribution to VINCIs 2012 results

(in millions) Consolidated revenue Operating income from ordinary activities Net income for the period 07/09/2012 31/12/2012 195.3 10.0 7.3
For the period from 1 January 2012 to 31 December 2012, revenue, operating income from ordinary activities and net income, on the basis of the same assumptions as those retained at the acquisition date, would have been 519million, 9.1million and 6.6million respectively.
2.
Other acquisitions
In January 2012, Eurovia acquired 100% of NAPC, a road construction, earthworks and civil engineering company in Chennai, India, for 76million. The provisional allocation of the purchase price, based on the fair value of identified assets acquired and liabilities and contingent liabilities assumed, resulted in 52.9million of goodwill being recognised. In March 2012, Eurovia acquired 100% of Carmacks for 145million. This company, based in Alberta, Canada, builds and maintains road infrastructure under long-term contracts. The provisional allocation of the Carmacks purchase price led to 21.0million of goodwill being recognised. During 2012, Entrepose Contracting took control of Geostock, a company specialising in underground storage. Control was acquired in stages. Entrepose Contracting already had significant influence over Geostock through a 25% equity stake, and acquired an additional 25% stake in June 2012, giving it joint control. In November 2012, Entrepose Contracting acquired another 40% of the capital, taking its stake to 90% and giving it sole control of Geostock. The provisional allocation of the total 57.7million purchase price, paid in cash, led to 23.1million of goodwill being recognised. The Group bought out non-controlling interests in the Entrepose Contracting group through a simplified public tender offer that was completed on 30 June 2012. As a result, the Group now owns 100% of Entrepose Contracting. This transaction, which involved a cash payment of 102million, was recognised as a transaction between shareholders in the Groups consolidated financial statements.
C. Information by operating segment

Based on the Groups organisational structure, segment information is presented by business line. The Group consists of two core businesses (Concessions and Contracting), together with the property activities of VINCI Immobilier. The Concessions and Contracting businesses each consist of business lines: Concessions: VINCI Autoroutes: motorway concessions in France (ASF, Escota, Cofiroute and Arcour). VINCI Concessions: VINCI Park, VINCI Airports, VINCI Stadium, other infrastructure and public facilities.
Contracting: VINCI Energies: electrical works and engineering, information and communication technology, heating ventilation and air conditioning engineering, insulation and facilities management. Eurovia: building and maintenance of roads, motorways and railways, urban infrastructure, environmental work, production of materials, demolition, recycling and signage. VINCI Construction: design and construction of buildings and civil engineering infrastructure, hydraulic works, foundations, soil treatment and specialised civil engineering.
215
1. Revenue
1.1 Breakdown of revenue by business line
(in millions) Concessions VINCI Autoroutes VINCI Concessions Contracting VINCI Energies Eurovia VINCI Construction VINCI Immobilier Intragroup eliminations Revenue (*) Concession subsidiaries revenue derived from works carried out by non-Group companies Total revenue (*) Excluding concession subsidiaries revenue derived from works carried out by non-Group companies. 2012 5,354.0 4,439.3 914.7 33,090.2 9,016.6 8,746.8 15,326.8 810.9 (621.5) 38,633.6 549.6 39,183.2 2011 5,296.7 4,409.0 887.6 31,495.2 8,666.5 8,721.6 14,107.2 698.1 (534.1) 36,955.9 690.2 37,646.1 Change 1.1% 0.7% 3.1% 5.1% 4.0% 0.3% 8.6% 16.2% 16.4% 4.5% -20.4% 4.1%
1.2
Breakdown of revenue by geographical area

(in millions) France United Kingdom Germany Central and Eastern Europe (*) Benelux Other European countries Europe (**) of which European Union North America Africa Asia Pacific Latin America International excluding Europe Revenue (***) Concession subsidiaries revenue derived from works carried out by non-Group companies. Total revenue 2012 24,324.2 2,257.3 2,374.2 2,001.0 1,614.4 1,100.6 33,671.7 32,936.5 1,332.9 1,695.0 1,434.7 499.3 4,961.9 38,633.6 549.6 39,183.2 % 63.0% 5.8% 6.1% 5.2% 4.2% 2.8% 87.2% 85.3% 3.5% 4.4% 3.7% 1.3% 12.8% 100.0% 2011 23,561.8 2,070.7 2,100.8 2,489.6 1,570.0 1,079.3 32,872.1 32,294.0 891.1 1,709.7 1,089.9 393.1 4,083.8 36,955.9 690.2 37,646.1 % 63.8% 5.6% 5.7% 6.7% 4.2% 2.9% 88.9% 87.4% 2.4% 4.6% 2.9% 1.1% 11.1% 100.0%
(**) Albania, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine. (**) Including the eurozone for 28,722million in 2012 and 28,087million in 2011. (***) Excluding concession subsidiaries revenue derived from works carried out by non-Group companies.
Revenue arising outside France amounted to 14,309million in 2012, up 6.8% from 2011. It accounted for 37% of revenue excluding concession subsidiaries revenue derived from works carried out by non-Group companies (36.2% in 2011).
216
2.
Other information by business line

The data below is for each business line separately and is stated before elimination, at their own level, of transactions with other business lines. Data in the Holding companies & other activities column includes VINCI Immobilier.
2012
Concessions Contracting Holding companies & other Total activities Eliminations 810.9 (621.5) (302.6) 9,016.6 502.0 5.6% 476.4 5.3% 8,746.8 276.5 3.2% 275.4 3.1% 15,326.8 625.0 4.1% 644.2 4.2% 33,090.2 1,403.5 4.2% 1,396.0 4.2% 102.9 810.9 108.7 (924.2)
(**)
(in millions) Income statement Revenue (*) Concession subsidiaries works revenue Total revenue Operating income from ordinary activities % of revenue (*) Operating income % of revenue (*) Cash flow statement Cash flows (used in)/from operations before tax and financing costs % of revenue (*) of which net depreciation and amortisation of which net provisions Operating investments (net of disposals) Operating cash flow Growth investments in concessions and PPPs Free cash flow (after investments) Balance sheet Capital employed of which investments in companies accounted for under the equity method Net financial surplus (debt)
VINCI VINCI Autoroutes Concessions 4,439.3 778.2 5,217.5 2,019.4 45.5% 2,015.4 45.4% 914.7 74.1 988.8 139.1 15.2% 136.8 15.0%
Total 5,354.0 852.2 6,206.2 2,158.5 40.3% 2,152.1 40.2%
VINCI Energies 9,016.6
VINCI Eurovia Construction 8,746.8
Total 38,633.6 549.6 39,183.2 3,670.7 9.5% 3,651.0 9.5%
15,326.8 33,090.2
3,087.2 69.5% 1,096.3 29.7 (27.5) 1,744.3 (1,046.0) 698.3
284.8 31.1% 109.7 48.5 (26.7) 222.2 (79.1) 143.1
3,371.9 63.0% 1,206.0 78.3 (54.1) 1,966.5 (1,125.1) 841.4
531.7 5.9% 87.0 5.4 (86.4) 316.5 2.4 318.9
467.0 5.3% 256.2 6.1 (219.3) (1.0) (1.0)
876.3 5.7% 322.9 31.4 (404.4) 437.1 (16.8) 420.3
1,875.0 5.7% 666.0 42.9 (710.1) 752.6 (14.5) 738.2
171.6
5,418.5 14.0%
5.0 (15.0) 22.1 403.5 403.5
1,877.0 106.1 (742.1) 3,122.6 (1,139.6) 1,983.0
23,193.2 15.3 (16,616.7)
1,896.4 102.8 (1,440.9)
25,089.6 118.1 (18,057.5)
2,259.7 8.7 (47.4)
1,449.4 107.5 (135.9)
(274.4) 556.9 2,278.1
3,434.7 673.1 2,094.8
158.7 19.0 3,435.9
28,683.0 810.3 (12,526.8)
(*) Excluding concession subsidiaries works revenue. (**) Intragroup revenue of the Contracting business derived from works carried out for the Groups concession operating companies.
217
2011
Concessions Contracting Holding companies & other Total activities 31,495.2 698.1
(in millions) Income statement Revenue (*) Concession subsidiaries works revenue Total revenue Operating income from ordinary activities % of revenue
(*)
VINCI VINCI Autoroutes Concessions 4,409.0 978.9 5,388.0 2,018.2 45.8% 2,015.1 45.7% 887.6 101.7 989.3 130.5 14.7% 105.7 11.9%
Total 5,296.7 1,080.6 6,377.3 2,148.7 40.6% 2,120.8 40.0%
VINCI Energies 8,666.5
VINCI Eurovia Construction 8,721.6 14,107.2
Eliminations (534.1) (390.4) (**)
Total 36,955.9 690.2 37,646.1 3,659.9 9.9% 3,601.0 9.7%
8,666.5 482.7 5.6% 459.1 5.3%
8,721.6 322.2 3.7% 308.8 3.5%
14,107.2 630.4 4.5% 643.7 4.6%
31,495.2 1,435.3 4.6% 1,411.7 4.5%
698.1 76.0 68.5
(924.5)
Operating income % of revenue (*) Cash flow statement Cash flow (used in)/from operationsbefore tax and financing costs % of revenue (*) of which net depreciation and amortisation of which net provisions Operating investments (net of disposals) Operating cash flow Growth investments in concessions and PPPs Free cash flow (after investments) Balance sheet Capital employed of which investments in companies accounted for under the equity method Net financial surplus (debt)
3,058.0 69.4% 1,063.0 6.6 (26.0) 1,687.8 (1,017.3) 670.5
308.0 34.7% 108.4 71.2 (29.8) 187.2 (91.2) 95.9
3,366.0 63.5% 1,171.4 77.8 (55.8) 1,875.0 (1,108.5) 766.4
507.9 5.9% 82.1 (6.0) (88.4) 257.4 (3.1) 254.3
524.3 6.0% 249.1 (12.8) (194.3) 220.2 220.2
847.7 6.0% 301.9 16.7 (334.1) 678.9 (23.7) 655.2
1,879.9 6.0% 633.1 (2.1) (616.8) 1,156.5 (26.8) 1,129.7
120.3
5,366.2 14.5%
6.2 (8.0) 4.5 238.0 238.0
1,810.7 67.7 (668.0) 3,269.5 (1,135.4) 2,134.2
23,035.9 13.2 (17,157.0)
2,176.0 106.4
25,211.9 119.7
1,931.8 4.6 530.7
1,116.7 132.3 90.1
(467.7) 480.7 2,293.3
2,580.9 617.6 2,914.1
206.6 11.4 3,391.8
27,999.4 748.6 (12,589.6)
(1,738.5) (18,895.4)
(*) Excluding concession subsidiaries works revenue. (**) Intragroup revenue of the Contracting business derived from works carried out for the Groups concession operating companies.
218
Reconciliation between capital employed and the financial statements The definition of capital employed is non-current assets less working capital requirement (including current provisions) (see NoteE.21 Working capital requirement and current provisions) and less tax payable.
(in millions) Capital employed Assets Concession intangible assets Deferred tax on ASF fair value adjustments Goodwill, gross Other intangible assets Property, plant and equipment Investment property Investments in companies accounted for under the equity method Other non-current financial assets Collateralised loans and receivables (at more than one year) Derivative non-current financial instruments (assets) Inventories and work in progress Trade and other receivables Other current operating assets Other current non-operating assets Current tax assets Total capital employed Assets Capital employed Liabilities Current provisions Trade payables Other current operating liabilities Other current non-operating liabilities Current tax liabilities Total capital employed Liabilities Total capital employed (3,507.7) (7,603.6) (11,306.3) (539.9) (361.3) (23,318.7) 28,683.0 (3,484.1) (7,625.0) (10,381.5) (567.8) (232.6) (22,291.1) 27,999.4 16 16 23,499.9 (1,763.1) 6,681.6 437.4 4,746.2 10.5 810.3 1,715.4 (2.3) (756.1) 1,015.5 10,978.6 4,505.5 35.2 87.1 52,001.7 23,921.5 (1,847.2) 6,342.6 374.8 4,399.1 48.0 748.6 1,267.6 (2.1) (436.4) 1,004.1 10,222.0 4,131.3 46.3 70.4 50,290.5 Note 31/12/2012 31/12/2011
3.
Breakdown of the Concessions business data

2012
of which (in millions) Income statement Revenue (*) Concession subsidiaries works revenue Total revenue Operating income from ordinary activities % of revenue (*) Operating income % of revenue (*) Cash flow statement Cash flows from operations before tax and financing costs % of revenue (*) of which net depreciation and amortisation of which net provisions Operating investments (net of disposals) Operating cash flow Growth investments (concessions and PPPs) Free cash flow (after investments) Balance sheet Capital employed of which investments in companies accounted for under the equity method Net financial surplus (debt) (*) Excluding concession subsidiaries works revenue. 23,193.2 15.3 (16,616.7) 3,087.2 69.5% 1,096.3 29.7 (27.5) 1,744.3 (1,046.0) 698.3 4,439.3 778.2 5,217.5 2,019.4 45.5% 2,015.4 45.4% VINCI Autoroutes ASF/Escota Cofiroute VINCI Concessions 914.7 74.1 988.8 139.1 15.2% 136.8 15.0% of which VINCI Park Total 5,354.0 852.2 6,206.2 2,158.5 40.3% 2,152.1 40.2%
3,191.3
647.5 3,838.8
1,208.2
128.0 1,336.2
614.6
19.1 633.8
1,392.0
43.6%
610.9
50.6%
113.9
18.5%
1,390.3
43.6%
608.4
50.4%
110.7
18.0%
2,206.7
69.1% 837.0 17.6 (23.1)
855.9
70.8% 252.1 12.1 (4.3)
284.8 31.1% 109.7 48.5 (26.7) 222.2 (79.1) 143.1
210.1
34.2% 75.7 29.5 (18.7)
3,371.9 63.0% 1,206.0 78.3 (54.1) 1,966.5 (1,125.1) 841.4
1,266.6
(861.2)
547.2
(182.1)
121.9
(45.9)
405.4
365.1
76.0
17,269.5
15.3
5,237.1
(0.0)
1,896.4 102.8 (1,440.9)
1,243.4
40.2
25,089.6 118.1 (18,057.5)
(11,149.4)
(2,876.9)
(730.2)
219
2011
of which (in millions) Income statement Revenue (*) Concession subsidiaries works revenue Total revenue Operating income from ordinary activities % of revenue (*) Operating income % of revenue (*) Cash flow statement Cash flows from operations before tax and financing costs % of revenue
(*)
VINCI Autoroutes 4,409.0 978.9 5,388.0 2,018.2 45.8% 2,015.1 45.7%
ASF/Escota
Cofiroute
VINCI Concessions 887.6 101.7 989.3 130.5 14.7% 105.7 11.9%
of which VINCI Park
Total 5,296.7 1,080.6 6,377.3 2,148.7 40.6% 2,120.8 40.0%
3,169.9
845.5 4,015.5
1,201.9
129.4 1,331.3
599.1
37.0 636.1
1,393.8
44.0%
608.1
50.6%
107.3
17.9%
1,392.8
43.9%
605.9
50.4%
107.0
17.9%
3,058.0 69.4% 1,063.0 6.6 (26.0) 1,687.8 (1,017.3) 670.5
2,185.4
68.9% 809.8 5.3 (19.4)
848.0
70.6% 246.4 1.4 (2.2)
308.0 34.7% 108.4 71.2 (29.8) 187.2 (91.2) 95.9
200.9
33.5% 74.9 20.5 (22.8)
3,366.0 63.5% 1,171.4 77.8 (55.8) 1,875.0 (1,108.5) 766.4
of which net depreciation and amortisation of which net provisions Operating investments (net of disposals) Operating cash flow Growth investments (concessions and PPPs) Free cash flow (after investments) Balance sheet Capital employed of which investments in companies accounted for under the equity method Net financial surplus (debt) (*) Excluding concession subsidiaries works revenue.
1,204.3
(841.2)
557.6
(172.1)
113.5
(49.1)
363.1
385.5
64.3
23,035.9 13.2 (17,157.0)
17,052.5
13.2
5,314.8
2,176.0 106.4 (1,738.5)
1,252.0
41.5
25,211.9 119.7 (18,895.4)
(11,315.7)
(2,959.9)
(772.1)
4.
Capital employed by geographical area

(in millions) 31 December 2012 Capital employed 31December2011 Capital employed 25,769.1 78.3 206.2 53.4 817.9 654.6 27,579.4 361.3 64.8 (95.4) 89.4 27,999.4 (*) Albania, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine. 26,166.2 263.6 265.4 103.8 923.4 362.8 28,085.1 556.0 (35.1) 2.9 74.0 28,683.0 France Germany United Kingdom Central and Eastern Europe (*) Benelux Other European countries Total Europe North America Africa Asia Pacific Latin America Total
Capital employed in the eurozone at 31 December 2012 was 27,577million, of which 96% in France.
220
D. Notes to the income statement

5. Operating income
(in millions) Revenue (*) Concession subsidiaries revenue derived from works carried out by non-Group companies Total revenue Revenue from ancillary activities Purchases consumed External services Temporary employees Subcontracting and concession operating companies construction costs Taxes and levies Employment costs Other operating income and expenses Depreciation and amortisation Net provision expense Operating expenses Operating income from ordinary activities % of revenue (*) Share-based payments (IFRS 2) Goodwill impairment expense Income/(loss) of companies accounted for under the equity method Operating income % of revenue (*) (*) Excluding concession subsidiaries revenue derived from works carried out by non-Group companies. 2012 38,633.6 549.6 39,183.2 234.4 (9,432.5) (5,103.9) (993.5) (8,013.9) (1,052.4) (9,272.0) 38.8 (1,877.0) (40.4) (35,746.9) 3,670.7 9.5% (94.3) (7.5) 82.1 3,651.0 9.5% 2011 36,955.9 690.2 37,646.1 205.0 (9,258.0) (4,843.9) (946.6) (7,468.3) (1,009.2) (8,754.2) 49.7 (1,810.7) (150.0) (34,191.2) 3,659.9 9.9% (101.4) (8.0) 50.5 3,601.0 9.7%
Operating income from ordinary activities measures the operating performance of the Groups subsidiaries before taking account of expenses related to share-based payments (IFRS 2), goodwill impairment losses and the share of the profit or loss of companies accounted for under the equity method.
5.1
Other operating income and expenses

(in millions) Net gains or losses on disposal of property, plant and equipment and intangible assets Share in operating income or loss of joint operations Other Total 2012 24.8 11.3 2.7 38.8 2011 24.0 29.2 (3.5) 49.7
5.2
Net depreciation and amortisation breaks down as follows:

(in millions) Concession intangible assets Intangible assets Property, plant and equipment Investment property Depreciation and amortisation 2012 (998.4) (41.5) (835.1) (1.9) (1,877.0) 2011 (971.8) (38.9) (795.9) (4.1) (1,810.7)
Depreciation and amortisation
221
6.
Financial income and expense

Financial income and expense breaks down as follows by accounting category of financial assets and liabilities:
31/12/2012 (in millions) Liabilities at amortised cost Assets and liabilities at fair value through profit or loss (fair value option) Derivatives designated as hedges: assets and liabilities Derivatives at fair value through profit and loss (trading): assets and liabilities Loans and receivables Available-for-sale financial assets Foreign exchange gains and losses Effect of discounting to present value Borrowing costs capitalised or in inventory Provisions and miscellaneous Total financial income and expense (*) Details of results of hedging derivatives are shown in the table below. 31/12/2011 (in millions) Liabilities at amortised cost Assets and liabilities at fair value through profit or loss (fair value option) Derivatives designated as hedges: assets and liabilities Derivatives at fair value through profit and loss (trading): assets and liabilities Loans and receivables Available-for-sale financial assets Foreign exchange gains and losses Effect of discounting to present value Borrowing costs capitalised or in inventory Provisions and miscellaneous Total financial income and expense (*) Details of results of hedging derivatives are shown in the table below. (646.6) Cost of net financial debt (745.3) 95.1 7.4(*) (3.8) (28.4) 37.9 (4.6) (47.3) 60.9 6.7 25.2 Other financial income and expense Equity (346.2) (19.9) (366.1) (637.7) Cost of net financial debt (767.6) 88.8 42.1(*) (1.0) (0.3) 16.4 (6.2) (91.3) 71.3 (8.8) (18.8) (226.6) 17.6 (244.2) Other financial income and expense Equity
The cost of net financial debt amounted to 637.7million in 2012 compared with 646.6million in 2011, a decrease of 8.9million, due mainly to a 13.0million reduction in the cost of long-term financial debt arising from: a fall of around 174million in average debt outstanding, due to differences between the amounts of debt repayment and refinancing transactions (see NoteE.22.1 Detail of long-term financial debt); an improvement in the average interest rate due to the impact of lower short-term rates on the cost of debt at floating and capped floating rates; the rates applied to new bond issues in 2011 and 2012, which were lower overall than the average rate of debts redeemed during the period. Interest received on net cash decreased as the increase of around 100million in the average amount of net cash did not offset the impact of lower interest rates in 2012. Other financial income includes borrowing costs included in the cost of non-current assets under construction in an amount of 71.3million in 2012 (including 70.1million for the ASF group), compared with 60.9million in 2011 (including 59.4million for the ASF group). Other financial expense includes the effects of discounting assets and liabilities at more than one year to present value for 91.3million in 2012, compared with 47.3million in 2011. The effect of discounting to present value relates mainly to provisions for retirement benefit obligations for 42.7million in 2012 (41.4million in 2011) and to provisions for the obligation to maintain the condition of concession assets for 33.7million in 2011 (6.6million in 2011). Gains and losses on derivative financial instruments allocated to financial debt (and designated as hedges) break down as follows:
(in millions) Net interest on derivatives designated as fair value hedges Change in value of derivatives designated as fair value hedges Change in value of the adjustment to fair value hedged financial debt Reserve recycled through profit or loss in respect of cash flow hedges of which changes in fair value of derivative instruments hedging cash flows Ineffectiveness of cash flow hedges Gains and losses on derivative instruments allocated to net financial debt 31/12/2012 111.0 317.0 (313.9) (72.6) (16.0) 0.6 42.1 31/12/2011 69.7 248.4 (249.4) (59.9) (11.6) (1.3) 7.4
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7.
7.1
Income tax expense

Breakdown of net tax expense
(in millions) Current tax Deferred tax of which temporary differences of which tax losses and tax credits Total 31/12/2012 (1,105.1) 135.9 113.5 22.4 (969.2) 31/12/2011 (1,146.8) 163.2 160.2 3.0 (983.6)
The net tax expense for the period comprises: a tax expense recognised by the French subsidiaries for 874.3million (873.2million in 2011), including 170.1million at Cofiroute (173.9million in 2011) and 675.5million at VINCI SA, the lead company in the tax consolidation group that comprises 1,168 French subsidiaries (660.7million in 2011); a tax expense of 94.9million for foreign subsidiaries (110.4million in 2011).
7.2
The effective tax rate was 33.3% in 2012 compared with 33.6% in 2011. The effective tax rate for 2012 is lower than the theoretical tax rate in force in France (36.1% taking account of the 5% exceptional surcharge), mainly because of taxation at lower rates of some foreign subsidiaries. The difference between the tax calculated using the standard tax rate in force in France and the amount of tax effectively recognised in the period can be analysed as follows:
(in millions) Income before tax and income/(loss) of companies accounted for under the equity method Theoretical tax rate in France Theoretical tax expense expected Goodwill impairment expense Impact of taxes due on income taxed at lower rate in France Impact of tax loss carryforwards and other unrecognised or previously capped temporary differences Difference in tax rates on foreign profit or loss Permanent differences and other Tax expense recognised Effective tax rate (excluding Groups share in companies accounted for under the equity method) 31/12/2012 2,912.4 36.10% (1,051.4) (2.7) 8.0 (12.2) 54.7 34.3 (969.2) 33.3% 31/12/2011 2,929.2 36.10% (1,057.4) (1.8) 7.2 (3.0) 90.7 (19.3) (983.6) 33.6%
Effective tax rate
7.3
Breakdown of deferred tax assets and liabilities

Changes (in millions) Deferred tax assets Tax loss carryforwards and tax credits Retirement benefit obligations Temporary differences on provisions Fair value adjustment on financial instruments Finance leases Other Netting of deferred tax assets and liabilities by tax jurisdiction Total Deferred tax liabilities Remeasurement of assets (*) Finance leases Fair value adjustment on financial instruments Other Netting of deferred tax assets and liabilities by tax jurisdiction Total Net deferred tax asset or liability before impairment losses Unrecognised deferred taxes Net deferred tax (2,557.6) (28.5) (15.8) (386.4) 907.9 (2,080.4) (1,570.1) (307.6) (1,877.8) 96.7 1.7 4.9 (31.6) 71.8 148.1 (12.2) 135.9 (1.7) (0.1) (8.4) (9.6) (19.9) 8.3 1.2 9.5 (26.5) (0.1) 0.3 (7.6) 68.5 34.6 (46.1) 10.8 (35.3) (2,626.1) (30.0) (12.6) (337.5) 839.4 (2,166.9) (1,680.4) (307.4) (1,987.8) 281.0 226.9 422.3 155.3 20.5 312.1 (907.9) 510.3 18.1 8.4 53.7 (5.3) (2.4) 3.9 76.3 0.1 0.1 0.6 30.6 0.1 (3.4) 28.1 (9.6) 6.2 2.4 (2.7) (1.1) (7.4) (68.5) (80.7) 272.5 212.2 365.6 132.7 23.9 319.0 (839.4) 486.5 31/12/2012 Profit or loss Equity Other 31/12/2011
(*) Including measurement at fair value of the assets and liabilities of ASF at date of first consolidation: 1,763.1million at 31 December 2012.
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7.4
Deferred tax assets unrecognised due to their recovery not being probable were 307.6 at 31 December 2012 (307.4million at 31December2011).
Unrecognised deferred taxes
8.
Earnings per share

Basic earnings per share are calculated on the basis of the weighted average number of shares outstanding during the period, less the weighted average number of treasury shares. Diluted earnings per share are calculated on the basis of the weighted average number of shares that would have been outstanding had all potentially dilutive instruments (in particular share subscription or purchase options and performance shares) been converted into shares. Earnings are also adjusted as necessary for changes in income and expenses resulting from the conversion into shares of all potentially dilutive instruments. The dilution resulting from the exercise of share subscription and purchase options and from performance shares is determined using the method defined in IAS 33. In accordance with this standard, plans of which the stock market price is greater than the average price during the period are excluded from the diluted earnings per share calculation. The tables below show the reconciliation between basic and diluted earnings per share:
2012 Total shares Treasury shares Basic earnings per share Subscription options Share purchase options Group Savings Scheme Performance shares Diluted earnings per share 1,916.7 1,916.7 Net income (in millions) Average number of shares 572,222,439 (35,420,639) 536,801,800 1,577,775 441,409 2,945,869 541,766,853 3.54 3.57 Earnings per share (in )
2011 Total shares Treasury shares Basic earnings per share Subscription options Share purchase options Group Savings Scheme Performance shares Diluted earnings per share
Net income (in millions)
Average number of shares 560,976,818 (19,891,150)
Earnings per share (in )
1,904.3
541,085,668 3,044,270 1,695 345,942 2,184,725
3.52
1,904.3
546,662,300
3.48
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E. Notes to the balance sheet

9. Concession intangible assets
(in millions) Gross 01/01/2011 Acquisitions during the period (*) Disposals during the period Currency translation differences Other movements Grants received 31/12/2011 Acquisitions during the period (*) Disposals during the period Currency translation differences Other movements Grants received 31/12/2012 Amortisation and impairment losses 01/01/2011 Amortisation in the period Impairment losses Reversals of impairment losses Disposals during the period Currency translation differences Other movements 31/12/2011 Amortisation in the period Impairment losses Reversals of impairment losses Disposals during the period Currency translation differences Other movements 31/12/2012 Net 01/01/2011 31/12/2011 31/12/2012 (*) Including capitalised borrowing costs. 22,576.7 22,827.5 22,739.5 586.5 583.4 537.6 607.6 509.9 222.3 23,770.8 23,920.8 23,499.4 0.8 0.7 0.5 23,771.6 23,921.5 23,499.9 (4,511.3) (916.4) 0.1 (51.5) (5,479.1) (946.6) 1.1 (0.0) (6,424.5) (545.4) (36.0) (3.0) 5.0 4.2 (0.6) (1.5) (577.2) (33.9) (7.9) 2.3 17.6 (0.6) 16.0 (583.9) (262.5) (30.6) (46.0) 0.1 (2.3) 51.9 (289.5) (29.7) (12.1) 0.5 1.5 146.8 (182.5) (5,319.2) (982.9) (49.0) 5.0 4.4 (2.9) (1.2) (6,345.8) (1,010.2) (20.1) 2.3 19.2 0.8 162.7 (7,191.0) (3.1) (0.2) (3.3) (0.2) (0.0) (3.4) (5,322.3) (983.1) (49.0) 5.0 4.4 (2.9) (1.2) (6,349.1) (1,010.4) (20.1) 2.3 19.2 0.8 162.7 (7,194.4) 27,088.0 1,036.3 (1.1) 196.8 28,319.9 (13.3) 28,306.6 848.0 (1.8) 13.4 29,166.2 (2.1) 29,164.1 1,131.8 28.7 (4.3) 1.8 2.5 1,160.6 1,160.6 19.7 (21.6) 1.7 (38.9) 1,121.5 1,121.5 870.1 62.5 (0.1) 5.6 (117.3) 820.8 (21.4) 799.4 55.0 (3.3) (3.8) (422.1) 425.1 (20.3) 404.8 29,090.0 1,127.5 (5.5) 7.4 82.0 30,301.3 (34.8) 30,266.6 922.7 (26.7) (2.1) (447.6) 30,712.8 (22.4) 30,690.4 4.0 4.0 4.0 4.0 4.0 29,094.0 1,127.5 (5.5) 7.4 82.0 30,305.3 (34.8) 30,270.5 922.7 (26.7) (2.1) (447.6) 30,716.8 (22.4) 30,694.3 VINCI Autoroutes VINCI Park Other infrastructure Total concessions Other concessions Total
The investments for the period, excluding capitalised borrowing costs, amounted to 852million (1,067million in 2011). They include investments made by the ASF group for 647.5million (845.5million in 2011), and by Cofiroute for 127.7million (127.3million in 2011). Concession intangible assets include assets under construction for 2,178.6million at 31 December 2012 (2,095.8million at 31December2011). These relate mainly to VINCI Autoroutes subsidiaries (2,147.7million including 1,477million for ASF, 573million for Escota and 97.8million for Cofiroute). Other changes in 2012 relate mainly to the change in the consolidation method used for Greek company Gefyra. The main features of concession and PPP contracts reported using the intangible asset model or the bifurcated model are described in NoteF Noteon the main features of concession and PPP contracts. The main commitments related to these contracts are mentioned in NoteF.25.2 Commitments made under concession contracts intangible asset model.
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10. Goodwill
Changes in the period were as follows:
(in millions) Net at the beginning of the period Goodwill recognised during the period Impairment losses Currency translation differences Entities no longer consolidated Other movements Net at the end of the period 31/12/2012 6,263.8 335.9 (7.5) 10.2 6.9 6,609.3 31/12/2011 6,103.1 75.4 (8.0) 10.4 (0.0) 82.9 6,263.8
Goodwill recognised during the period has been measured on the basis of the share in the fair value of the identifiable assets and liabilities in the companies acquired. It mainly relates to the acquisitions of GA Gruppe (VINCI Energies) for 179million, NAPC (Eurovia) for 52.9million, Geostock Holding (Entrepose Contracting) for 23.1million and Carmacks Group (Eurovia) for 20.8million. The main items of goodwill at 31 December 2012 were as follows:
31/12/2012 (in millions) ASF & Escota Energies France VINCI Facilities VINCI Park (formerly Sogeparc and Finec) Entrepose Contracting Soletanche Bachy Energies Germany Nuvia Energies Benelux ETF-Eurovia Travaux Ferroviaires Energies Switzerland Taylor Woodrow Construction UK Other goodwill Total Gross 1,934.7 1,791.3 563.1 343.3 200.9 170.7 332.2 139.1 138.7 107.6 107.2 93.7 759.1 6,681.6 Impairment losses (72.3) (72.3) Net 1,934.7 1,791.3 563.1 343.3 200.9 170.7 332.2 139.1 138.7 107.6 107.2 93.7 686.8 6,609.3 31/12/2011 Net 1,934.7 1,785.2 563.0 343.3 200.9 170.7 174.1 135.9 136.3 107.6 105.7 91.5 514.9 6,263.8
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11.
Other intangible assets

(in millions) Gross 01/01/2011 Acquisitions as part of business combinations Other acquisitions during the period Disposals during the period Currency translation differences Other movements 31/12/2011 Acquisitions as part of business combinations Other acquisitions during the period Disposals during the period Currency translation differences Other movements 31/12/2012 Amortisation and impairment losses 01/01/2011 Amortisation in the period Impairment losses Reversals of impairment losses Disposals during the period Currency translation differences Other movements 31/12/2011 Amortisation in the period Impairment losses Reversals of impairment losses Disposals during the period Currency translation differences Other movements 31/12/2012 Net 01/01/2011 31/12/2011 31/12/2012 (*) Including 63million relating to the Carmacks acquisition. 46.8 48.3 51.7 308.0 326.5 385.7 354.9 374.8 437.4 (259.3) (28.2) (0.7) 6.6 0.3 18.3 (263.0) (25.5) (0.2) 0.1 11.1 (0.2) (3.5) (281.3) (117.0) (10.7) (2.1) 1.6 1.9 0.4 (24.1) (150.1) (16.0) (1.9) 0.4 27.8 (0.4) (10.4) (150.7) (376.3) (38.9) (2.8) 1.6 8.6 0.6 (5.8) (413.0) (41.5) (2.2) 0.4 38.9 (0.7) (13.9) (432.0) 306.1 7.2 20.5 (6.8) (0.1) (15.5) 311.3 5.1 19.3 (11.4) 0.2 8.5 333.0 425.0 19.1 33.4 (2.8) 0.3 1.5 476.6 64.2(*) 31.6 (33.1) 2.6 (5.4) 536.4 731.1 26.3 53.9 (9.6) 0.2 (14.0) 787.9 69.3 50.9 (44.5) 2.9 3.1 869.4 Software Patents, licences and other Total
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12.

(in millions) Gross 01/01/2011 Acquisitions as part of business combinations Other acquisitions during the period Disposals during the period Currency translation differences Other movements 31/12/2011 Acquisitions as part of business combinations Other acquisitions during the period Disposals during the period Currency translation differences Other movements 31/12/2012 Depreciation and impairment losses 01/01/2011 Depreciation in the period Impairment losses Reversals of impairment losses Disposals during the period Currency translation differences Other movements 31/12/2011 Depreciation in the period Impairment losses Reversals of impairment losses Disposals during the period Currency translation differences Other movements 31/12/2012 Net 01/01/2011 31/12/2011 31/12/2012 1,385.7 1,322.3 1,428.9 648.3 619.0 632.9 678.9 688.2 730.1 1,698.5 1,769.6 1,954.3 4,411.5 4,399.1 4,746.2 (1,693.5) (165.7) (0.8) 0.1 47.2 (0.0) (1.2) (1,813.9) (165.4) (0.3) 0.8 77.9 (0.0) 0.5 (1,900.3) (195.8) (19.5) (3.4) 2.9 4.7 1.9 (23.1) (232.3) (17.1) (0.9) 1.7 4.0 (1.7) 2.0 (244.4) (515.6) (50.0) (3.2) 1.7 9.0 1.2 (4.4) (561.3) (55.2) (10.0) 2.4 21.3 (1.8) (43.8) (648.3) (4,017.9) (562.5) (8.7) 7.6 367.7 8.0 (89.8) (4,295.6) (600.1) (8.3) 9.4 401.9 (15.0) (118.0) (4,625.7) (6,422.8) (797.6) (16.0) 12.2 428.7 11.0 (118.6) (6,903.1) (837.7) (19.5) 14.4 505.1 (18.6) (159.3) (7,418.6) 3,079.3 2.0 216.1 (51.0) 0.1 (110.2) 3,136.2 0.6 281.9 (82.0) 0.1 (7.5) 3,329.2 844.1 3.1 20.9 (6.0) (11.4) 0.6 851.3 12.1 13.6 (11.2) 10.0 1.6 877.3 1,194.5 39.2 161.7 (19.3) (2.7) (123.9) 1,249.5 55.7 147.8 (39.8) 4.9 (39.7) 1,378.4 5,716.4 177.8 555.9 (441.6) (13.7) 70.3 6,065.2 216.5 636.2 (436.8) 22.5 76.5 6,580.0 10,834.3 222.0 954.7 (517.9) (27.7) (163.2) 11,302.2 284.8 1,079.4 (569.8) 37.4 30.8 12,164.8 Concession operating fixed assets Land Constructions Plant, equipment and fixtures Total
Property, plant and equipment includes assets under construction not yet in service for 521.6million at 31 December 2012 (387.1million at 31December2011). At 31 December 2012, assets acquired under finance leases amounted to 129.8million (133.3million at 31December2011). They relate mainly to property used in operations. The debts relating to these assets are shown in NoteE.22.1 Detail of long-term financial debt.
13.
Impairment tests on goodwill and other non-financial assets

In accordance with IAS 36 Impairment of Assets, goodwill and other non-financial assets were tested for impairment at 31December 2012. Cash-generating units (CGUs) are identified in line with operational reporting and their recoverable amounts are based on a value in use calculation. The value in use of each CGU is determined by discounting the forecasted operating cash flows before tax (operating income plus depreciation and amortisation plus non-current provisions less operating investments less change in operating WCR), at the rates below. In the case of concessions, forecast cash flows are determined across the length of contracts by applying a variable discount rate, determined for each period depending on the debt to equity ratio of the entity in question. For the other CGUs, forecast cash flows are generally determined on the basis of the latest three-year forecasts available. For periods beyond the three-year period, cash flows are extrapolated until the fifth year, generally using a growth rate based on managements assessment of the outlook for the entity under consideration. Beyond the fifth year, the terminal value is determined by capitalising cash flows to infinity.
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13.1
Impairment tests on goodwill
Goodwill was tested for impairment using the following assumptions:

Parameters of the model applied to cash flow forecasts Growth rate (terminal value)
(*)
(in millions) ASF group VINCI Energies France VINCI Facilities VINCI Park VINCI Energies Germany Entrepose Contracting Soletanche Bachy Other goodwill Total
Carrying amount of goodwill Growth rate 31/12/2012 (years n+1 to n+5) 1,934.7 1,791.3 563.1 343.3 332.2 200.9 170.7 1,273.2 6,609.3
(*)
Impairment losses recognised in the period 31/12/2011 9.7% 12.2% 11.8% 9.1% 9.6% 11.6% 11.4% 7.5% to 31.4% 2012 (7.5) (7.5) 2011 (8.0) (8.0)
Discount rate 31/12/2012 9.1% 12.1% 11.7% 9.0% 10.0% 11.2% 10.6% 8.5% to 16.7%
2.4% 0.9%
(*)
1.0% 1.0%
(*)
3.0% 6.8% 2.7% -3% to 5%
1.0% 1.0% 1.5% 1% to 5%
(*) For concessions, cash flow projections are determined over the length of concession contracts using an average revenue growth rate of 0.9% for the ASF group (taking account of the end of the Escota concession in 2028; the average growth rate for the period that is common to the ASF and Escota concessions is 2.1%) and 3% overall for VINCI Park.
The tests performed at 31 December 2012 led to the recognition of impairment losses of 7.5million (8million at 31December 2011). Sensitivity of the value in use of cash-generating units to the assumptions made The following table shows the sensitivity of the enterprise value to the assumptions made for the main goodwill items:
Sensitivity to interest rates

Discount rate for cash flows (in millions) ASF group VINCI Energies France VINCI Facilities VINCI Park VINCI Energies Germany Entrepose Contracting Soletanche Bachy (*) Forecasts of cash flows are determined over the periods of the concession contracts. 0.50% (832.1) (122.9) (25.0) (150.6) (48.4) (22.5) (92.1) -0.50% 887.8 134.4 27.5 185.8 54.0 24.9 102.8 Perpetual growth rate for cash flows 0.50%
(*)
-0.50%
(*)
93.3 19.6
(*)
(85.3) (17.8)
(*)
40.1 21.6 76.3
(35.9) (19.6) (68.3)
At 31 December 2012, a change of 50 basis points in the assumptions adopted would not have a material impact on the Groups consolidated financial statements.
Sensitivity to cash flows

Change in forecast operating cash flows (in millions) ASF group VINCI Energies France VINCI Facilities VINCI Park VINCI Energies Germany Entrepose Contracting Soletanche Bachy 5.0% 922.7 148.3 27.3 107.7 46.9 23.8 90.3 -5.0% (922.7) (148.3) (27.3) (105.3) (46.9) (23.8) (90.3)
At 31 December 2012, a 5% increase or decrease in forecast operating cash flows would not have a material impact on the Groups consolidated financial statements.
13.2 Impairment of other non-financial assets
In 2012, net impairment losses on other non-financial assets amounted to 15.4million (46.3million in 2011).
14.
Investment property
At 31 December 2012, the estimated fair value of investment property was 26.7million and the carrying amount was 10.5million (48million at 31December2011). The decrease in the carrying amount resulted mainly from the disposal of a building on Rue Balzac in Paris. Investment property generated rental income of 1.7million in 2012, along with 0.7million of direct operating expenses.
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15.
15.1
Investments in companies accounted for under the equity method

Movements during the period
(in millions) Value of shares at start of the period of which Contracting of which Concessions Increase of share capital of companies accounted for under the equity method Group share of profit or loss for the period of which Contracting of which Concessions Dividends paid Changes in consolidation scope and translation differences Net change in fair value of financial instruments (after tax) Reclassifications (*) Value of shares at end of period of which Contracting of which Concessions 31/12/2012 748.6 617.6 119.7 25.8 82.1 79.5 3.5 (57.2) 13.4 (129.1) 126.7 810.3 673.1 118.1 31/12/2011 713.5 589.9 119.0 25.9 50.5 68.9 (17.2) (57.7) 10.0 (189.4) 195.9 748.6 617.6 119.7
(*) Reclassifications corresponding to the attributable portion of equity-accounted shareholdings in companies with negative net assets, taken mainly to other non-current provisions (see NoteE.20.2 Other non-current provisions).
The net changes in the fair value of financial instruments relate mainly to interest rate hedging transactions on concession and public-private partnership projects.
15.2 Financial information on companies accounted for under the equity method
(in millions) Concessions of which VINCI Autoroutes of which VINCI Concessions Contracting of which VINCI Energies of which Eurovia of which VINCI Construction VINCI Immobilier Investments in companies accounted for under the equity method
The book value of the portion attributable to the Group of VINCIs shareholdings in companies accounted for under the equity method breaks down as follows by business and business line:
31/12/2012 118.1 15.3 102.8 673.1 8.7 107.5 556.9 19.0 810.3 31/12/2011 119.7 13.2 106.4 617.6 4.6 132.3 480.7 11.4 748.6
The main financial data on the companies accounted for under the equity method is as follows (Group share):
31/12/2012 (in millions) Income statement Revenue Operating income Net income Balance sheet Non-current assets Current assets Equity Non-current liabilities Current liabilities Net financial debt 2,818.0 652.4 310.8 (2,976.8) (804.5) (2,705.2) 1,805.3 1,090.5 (629.6) (1,192.1) (1,074.0) (174.7) (*) 4,623.3 1,742.9 (318.8) (4,168.9) (1,878.5) (2,879.9) 2,118.6 544.4 197.5 (2,141.5) (719.1) (1,994.1) 1,485.6 1,051.4 (609.5) (918.3) (1,009.0) (516.6) 3,604.2 1,595.8 (412.0) (3,059.8) (1,728.1) (2,510.8) 543.5 114.4 3.5 1,708.2 127.3 78.6 2,251.7 241.7 82.1 502.0 75.6 (17.2) 1,670.6 134.7 67.6 2,172.6 210.3 50.5 Concessions Contracting and VINCI Immobilier Total Concessions 31/12/2011 Contracting and VINCI Immobilier Total
(*) Additional information inserted on 26 April 2013: Contrary to what is shown under Contracting and VINCI Immobilier above, net financial debt of companies accounted for under the equity method was 651.1 million (not 174.7 million) in 2012. Total net financial debt of companies accounted for under the equity method was therefore 3,356.3 million at 31 December 2012 instead of 2,879.9 million.
Non-current assets include in particular concession fixed assets for concession operating companies, and financial receivables for publicprivate partnership projects.
230
The main features of concession and PPP contracts are given in NoteF.27 Concession and PPP contracts of companies accounted for under the equity method. The list of companies accounted for under the equity method is given in NoteJ List of the main consolidated companies at 31 December 2012.
15.3 Commitments made in respect of companies accounted for under the equity method
Investment commitments given by the companies
31/12/2012 (in millions) Investment commitments (Group share) Concessions 2,148.3 Contracting 17.5 Total 2,165.8 Concessions 2,439.7 31/12/2011 Contracting 84.3 Total 2,524.0
The decrease in investment commitments made by companies accounted for under the equity method (on the basis of the Groups share) relates mainly to LISEA (high-speed rail line between Tours and Bordeaux) for 294.2million.
Commitments made by the Group to provide funding

(in millions) Commitments made by the Group to provide funding (capital and/or subordinated debt) 31/12/2012 389.3 31/12/2011 527.8
These commitments relate mainly to project companies in the Concessions business, including LISEA for 112.8million. The change in 2012 was due to LISEA providing 135.3million of collateral security in place of the initial commitment to provide funding. Collateral security Collateral security has been given by VINCI or VINCI Concessions with regard to project companies in the Concessions business in the form of pledges of shares. The consolidated carrying amount of the shares pledged was 47.7million at 31December 2012 and related mainly to the SMTPC and Olympia Odos project companies, for 28.9million and 9.0million respectively.
15.4
The financial statements include certain commercial transactions between the Group and companies accounted for under the equity method. The main transactions are as follows:
(in millions) Revenue Trade receivables Purchases Trade payables 31/12/2012 1,112.5 411.3 33.2 58.6 31/12/2011 917.9 266.8 88.4 53.0
Related party transactions
16. Other non-current financial assets

(in millions) Available-for-sale financial assets Loans and receivables at amortised cost of which financial assets under PPPs Fair value of derivative financial instruments (non-current assets) (*) Other non-current financial assets (*) See NoteE.23 Financial risk management. 31/12/2012 322.1 637.2 183.8 756.1 1,715.4 31/12/2011 306.1 525.1 182.2 436.4 1,267.6
Available-for-sale financial assets comprise investments in listed companies for 198.9million (including shares in ADP for 191.0million representing a 3.3% shareholding) and investments of 123.2million in unlisted companies that do not meet VINCIs minimum financial criteria for consolidation. Loans and receivables at amortised cost comprise receivables relating to shareholdings, including shareholders advances to Concessions business or PPP project companies for 183million (138million at 31December2011) and financial receivables relating to concession and PPP contracts managed by Group subsidiaries for 183.8million. Net financial debt includes the fair value of non-current derivative financial instruments (assets) (see NoteE.22 Net financial debt). The part at less than one year of other non-current financial assets is included under other current financial assets for 33.7million.
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Available-for-sale assets and loans and receivables at amortised cost break down as follows:
Available-for-sale financial assets (in millions) 01/01/2011 Acquisitions as part of business combinations Other acquisitions during the period Fair value adjustment recognised in equity Impairment losses Disposals during the period Currency translation differences Other movements 31/12/2011 Acquisitions as part of business combinations Other acquisitions during the period Fair value adjustment recognised in equity Impairment losses Disposals during the period Currency translation differences Other movements 31/12/2012 Investments in listed companies at fair value 202.3 0.3 (19.9) (0.0) (0.2) 0.2 (0.0) 182.7 17.6 (0.0) (0.4) 0.2 (1.2) 198.9 Investments in unlisted companies 114.6 1.5 28.4 (1.9) (1.0) (0.1) (18.0) 123.4 2.5 26.0 (6.3) (0.7) (21.6) 123.2 Loans and receivables at amortised cost Financial assets (PPP) 117.9 48.0 (19.2) 0.7 34.9 182.2 47.0 (33.1) (0.3) (12.1) 183.8 Collateralised loans and Other loans and receivables receivables 0.2 (0.4) (0.0) 2.3 2.1 1.0 (0.9) (0.0) 2.3 248.6 (0.0) 133.4 (0.0) (1.8) (20.7) 0.5 (19.3) 340.7 0.9 110.2 (5.0) (33.8) 0.8 37.4 451.2 Total 683.4 1.5 210.3 (19.9) (3.8) (41.5) 1.3 (0.1) 831.2 3.4 184.2 17.6 (11.3) (69.0) 0.8 2.5 959.3
Changes in the period in available-for-sale assets arise mainly from the 17.6million increase in the value of ADP shares. The 47million increase in PPP financial receivables in 2012 relates mainly to the Edouard Herriot swimming pool in Bordeaux for VINCI Construction France (16.2million) and VINCI plc projects in the United Kingdom (9.2million). The increase in other loans and receivables includes a 42.0million increase relating to the funding of various concession or PPP project companies. The main concession contracts reported using the financial asset model and the related commitments are described in NoteF.26 Controlled subsidiaries concession and PPP contracts financial asset model or bifurcated model. Loans and receivables measured at amortised cost break down by maturity date as follows:
(in millions) Financial assets PPPs and concessions Loans and collateralised receivables Other loans and receivables Loans and receivables at amortised cost (in millions) Financial assets PPPs and concessions Loans and collateralised receivables Other loans and receivables Loans and receivables at amortised cost 31/12/2012 Between 1 and 5 years 183.8 2.3 451.2 637.2 31.9 2.3 253.6 287.8 After 5 years 151.9 197.6 349.5 After 5 years 162.5 2.1 124.7 289.3
31/12/2011 Between 1 and 5 years 182.2 2.1 340.7 525.1 19.8 216.0 235.8
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17.
17.1
Construction contracts (VINCI Energies, Eurovia and VINCI Construction)

Costs incurred plus profits recognised less losses recognised and intermediate invoicing are determined on a contract-by-contract basis. If for a given contract this amount is positive, it is shown on the line Construction contracts in progress assets. If negative, it is shown on the line Construction contracts in progress liabilities.
(in millions) Balance sheet data Advances and payments on account received Construction contracts in progress assets Construction contracts in progress liabilities Construction contracts in progress net Total income and expenses to date recognised on contracts in progress Costs incurred plus profits recognised less losses recognised to date Less invoices issued Construction contracts in progress net 48,545.5 (49,343.4) (797.9) 45,133.3 (45,265.5) (132.1) (768.4) 2,129.9 (2,927.7) (797.9) (763.7) 2,149.1 (2,281.2) (132.1) 31/12/2012 31/12/2011
Financial information on construction contracts
17.2
The Group manages an order book. In accepting orders, it makes commitments to carry out work or render services. In connection with these contracts, the Group makes and receives guarantees (personal sureties). The amount of the guarantees given below consists mainly of guarantees on contracts for work being performed, issued by financial institutions or insurers. Moreover, Group companies benefit from guarantees issued by financial institutions at the request of the joint contractor or subcontractor (guarantees received).
31/12/2012 (in millions) Performance guarantees and performance bonds Retentions Bid bonds Deferred payments to subcontractors and suppliers Total Guarantees given 4,401.7 3,007.2 159.4 1,514.7 9,082.9 Guarantees received 640.7 484.6 0.6 479.8 1,605.8 31/12/2011 Guarantees given 4,552.2 2,919.6 150.1 1,484.6 9,106.5 Guarantees received 640.2 664.8 0.1 380.8 1,685.9
Commitments made and received in connection with construction contracts
Whenever events such as late completion or disputes about the execution of a contract make it likely that a liability covered by a guarantee will materialise, a provision is taken in respect of that liability. In general, under the rules in force, any risk of loss in connection with performance of a commitment given by VINCI or its subsidiaries would result in a provision being recognised in the Groups financial statements. VINCI therefore considers that the off-balance sheet commitments above are unlikely to have a material impact on Group assets. VINCI also grants after-sales service warranties covering several years in its normal course of business. These warranties, when set up, lead to provisions estimated on a statistical basis having regard to past experience or on an individual basis in the case of any major problems identified. These commitments are therefore not included in the above table. Moreover, in connection with the construction of the future South Europe Atlantic high-speed rail line between Tours and Bordeaux, the Group has in particular provided a joint and several guarantee and an independent first demand guarantee in favour of LISEA under which the Group guarantees contract performance by the design and construction joint venture (GIE COSEA).
18. Equity
Capital management policy In 2012, VINCI continued its purchases of own shares under the programme approved by the Shareholders General Meeting held on 2 May 2011 and the new programme approved by the Shareholders General Meeting held on 12 April 2012, for a period of 18 months and relating to a maximum amount of purchases of 2billion at a maximum share price of 60. 17,705,000 shares were bought during the period at an average price of 36.53, for a total of 646.7million (excluding related purchase costs of 0.2million). Treasury shares (see NoteE.18.2 Treasury shares) are allocated to financing external growth transactions, covering performance share plans and for employer contributions to international employee share ownership plans. VINCIs employee savings policy aims to make it easier for Group employees to become shareholders. At 31 December 2012, more than 58% of the Groups employees were VINCI shareholders through unit funds invested in VINCI shares. Employees form the largest group of shareholders in the Company, together holding 9.94% of its shares. Neither the Groups consolidated equity nor the parent companys equity is subject to any external constraints in the form of financial covenants.
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18.1 Share capital
At 31 December 2012, the parent companys share capital was represented by 577,347,352 ordinary shares of 2.5 nominal value each.
The changes in the number of shares during the period were as follows:
31/12/2012 Number of shares at the start of the period Increases in share capital Number of shares at the end of the period Number of shares issued and fully paid Nominal value of one share (in ) Treasury shares held directly by VINCI of which shares allocated to cover performance share plans and employee share ownership plans 565,276,672 12,070,680 577,347,352 577,347,352 2.5 41,102,058 5,026,096 31/12/2011 552,620,447 12,656,225 565,276,672 565,276,672 2.5 25,021,501 7,106,098
The changes in capital during 2011 and 2012 break down as follows:
Increases (reductions) of share capital (in ) 01/01/2011 Group Savings Scheme Exercise of share subscription options 31/12/2011 Group Savings Scheme Exercise of share subscription options 31/12/2012 22,643,660 7,533,040 252,503,166 52,984,072 9,057,464 3,013,216 25,210,833 6,429,730 317,288,509 44,549,294 10,084,333 2,571,892 Share premiums arising on contributions or mergers (in ) Number of shares issued or cancelled Number of shares representing the share capital 552,620,447 562,704,780 565,276,672 565,276,672 574,334,136 577,347,352 577,347,352
Share capital (in ) 1,381,551,118 1,406,761,950 1,413,191,680 1,413,191,680 1,435,835,340 1,443,368,380 1,443,368,380
In February 2006, VINCI issued perpetual subordinated bonds for 500million. Issued at a price of 98.831%, this loan pays a fixed coupon of 6.25%, payable annually until November 2015. This is only due if VINCI pays a dividend to its shareholders or if the Company buys back its own shares. After that date, the interest rate becomes floating and payable quarterly at the Euribor three-month rate plus 3.75%. VINCI may redeem the bonds at par in November 2015 and subsequently at each interest payment date. These bonds have been accounted for as equity in the Groups consolidated financial statements.
18.2 Treasury shares
Changes in treasury shares were as follows:

31/12/2012 Number of shares at the start of the period Purchases of shares Disposal of shares on exercise of share purchase options Allocation of 2007 performance shares to employees Allocation of 2008 performance shares to employees Allocation of 2009 performance shares to employees Allocation of 2010 performance shares to employees Allocation of 2011 performance shares to employees Employer contribution in connection with the Castor International plan Number of shares at the end of the period (1,607,900) (1,800) (13,743) 41,102,058 25,021,501 25,021,501 17,705,000 (1,000) 31/12/2011 11,360,406 15,244,984 (111,233) (1,100) (1,150) (1,470,406)
At 31 December 2012, the total number of treasury shares held was 41,102,058. These were recognised as a deduction from consolidated equity for 1,661.8million. A total of 36,075,962 shares have been allocated to financing external growth transactions and 5,026,096 shares to covering performance share and employee share ownership plans outside France.
18.3 Distributable reserves

(in millions)
Changes in the distributable reserves of VINCI SA were as follows:

31/12/2012 17,926.6 17,926.6 31/12/2011 18,315.9 18,315.9
Reserves free of corporate income tax liabilities Distributable reserves
The statutory reserve of VINCI SA stood at 141.3million at 31 December 2012.
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18.4
Amounts recognised directly in equity

31/12/2012 Attributable to owners of the parent 16.9 17.6 (I) 34.5 Attributable to non-controlling interests (0.0) (0.0) Attributable to owners of the parent 36.8 (19.9) (0.0) 16.9 31/12/2011 Attributable to non-controlling interests (0.0) (0.0)
(in millions) Available-for-sale financial assets Reserve at beginning of period Changes in fair value in the period Impairment losses recognised in profit or loss Changes in fair value recognised in profit or loss on disposal Changes in consolidation scope and miscellaneous Gross reserve before tax effect at balance sheet date Cash flow hedge Reserve at beginning of period Changes in fair value of companies accounted for under the equity method Other changes in fair value in the period Fair value items recognised in profit or loss Changes in consolidation scope and miscellaneous Gross reserve before tax effect at balance sheet date of which gross reserve relating to companies accounted for under the equity method Total gross reserve before tax effects Associated tax effect Reserve net of tax (I + II) (II)
Total 16.9 17.6 34.5
Total 36.8 (19.9) 16.9
(773.5) (180.3) (81.3) 16.0 1.5 (1,017.7) (627.6)
(33.3) (12.6) (0.7) 0.3 (46.4) (46.4)
(806.9) (193.0) (82.0) 16.0 1.7 (1,064.1) (674.0)
(427.4) (255.2) (102.6) 11.6 0.1 (773.5) (445.5)
(16.9) (16.8) 0.4 (33.3) (31.7)
(444.3) (272.0) (102.3) 11.6 0.1 (806.9) (477.2)
(983.2) 314.4 (668.8)
(46.4) 15.0 (31.4)
(1,029.6) 329.4 (700.2)
(756.6) 236.8 (519.8)
(33.3) 9.4 (23.9)
(789.9) 246.3 (543.7)
The negative impact on equity relating to cash flow hedges (1,064.1million) arises mainly from transactions to hedge interest rate risk for 1,052.7million, including: 378.7million relating to controlled companies, mainly VINCI Autoroutes; 674.0million relating to companies accounted for under the equity method, mainly infrastructure project companies operating on a PPP or concession basis. These transactions are described in NoteE.23.1.3 Cash flow hedges.
18.5 Dividends
Dividends paid by VINCI SA in respect of 2012 and 2011 break down as follows:
2012 Dividend per share (in ) Interim dividend Final dividend Net total dividend Amount of dividend (in millions) Interim dividend Final dividend Amount paid in cash Net total dividend 294.9 657(*) 657 951.9 297.9 651.8 651.8 949.7 0.55 1.22 1.77 0.55 1.22 1.77 2011
(*) Estimate based on the number of shares giving rights to a dividend at 26 January 2013, i.e. 538,507,032 shares.
VINCI paid the final dividend in respect of 2011 on 24 May 2012 and an interim dividend in respect of 2012 on 15 November 2012. The Shareholders Ordinary General Meeting of 16 April 2013 will be asked to approve the full amount of the dividend that will be paid in respect of 2012 (see NoteI.31 Appropriation of 2012 net income).
18.6 Non-controlling interests
At 31 December 2012, non-controlling interests in Cofiroute amounted to 346.2million (344.3million at 31December2011) and represented 16.67% of the share capital; those in CFE amounted to 251.7million (233.9million at 31December2011) and represented 53.16% of the share capital.
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19.
19.1
Share-based payments
The number and weighted average exercise prices of share subscription options and purchase options outstanding at 31December 2012 were as follows:
31/12/2012 Options Options in circulation at start of the period Options granted during the period Options exercised Options cancelled Options in circulation at end of the period of which exercisable options 21,813,275 2,457,980 (3,014,216) (6,756,939) (*) 14,500,100 6,418,682 35.93 Average price (in ) 34.60 31/12/2011 Options 23,010,679 1,592,493 (2,683,125) (106,772) 21,813,275 12,307,437 34.60 Average price (in ) 32.36
Share subscription and purchase options
(*) Of which 3,543,554 unexercised share subscription options and 3,213,385 unexercised share purchase options relating to the 2006 plan that expired on 16 May 2012, for which the exercise price was 40.32.
Options exercised in 2012 and remaining to be exercised at 31 December 2012

Share subscription and share purchase option plans VINCI 2002 No. 1 VINCI 2002 No. 2 VINCI 2003 VINCI 2004 VINCI 2005 VINCI 2006 No. 1 VINCI 2006 No. 2 VINCI 2009 VINCI 2010 VINCI 2011 VINCI 2012 Total subscription plans VINCI 2006 No. 2 Total purchase plans Total (*) Based on the number of options remaining to be exercised at 31/12/2012. Exercise price (in ) 15.59 12.96 15.04 20.18 24.20 35.58 40.32 38.37 36.70 43.70 39.04 35.93(*) 40.32 40.32(*) 35.93(*) Number of options exercised in 2012 633,138 563,329 144,867 501,173 931,109 237,850 1,000 750 3,013,216 1,000 1,000 3,014,216 Number of options remaining to be exercisedat 31/12/2012 437,319 1,427,672 834,100 3,719,591 4,074,560 1,567,043 2,439,815 14,500,100 14,500,100
Information on the features of the share subscription option plans in force in 2012
Plan Price of the underlying share at grant date (in ) Exercise price (in ) Lifetime of the options from grant date (in years) Number of options granted Options cancelled Number of options after cancellation Original number of beneficiaries Plan granted on 12/04/2012 36.37 39.04 7 2,457,980 (18,165) 2,439,815 302 Plan granted on 02/05/2011 44.87 43.70 7 1,592,493 (25,450) 1,567,043 266 Plan granted on 09/07/2010 35.44 36.70 7 4,234,595 (160,035) 4,074,560 1,735 Plan granted on 15/09/2009 37.43 38.37 7 3,865,000 (144,659) 3,719,591 1,582
On 12 April 2012, the Board of Directors granted 2,457,980 share subscription options to 302 employees with effect from 12 April 2012. Final vesting of the options is conditional on a performance index. This index has to show an annual average ROCE for 2012 and 2013 of 7% or more for all the share subscription options granted to vest definitively. If the index is between 6% and 7%, the number of share subscription options finally granted will be reduced in proportion and no options will be granted if the index is equal to or less than 6%. Options only vest definitively after a period of three years has elapsed and are conditional on beneficiaries being employed by the Group until the end of the vesting period.
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Information on the fair value of the share subscription option plans in force during 2012 The fair value of options has been calculated by an external actuary at the respective grant dates of the options on the basis of the following assumptions:
Plan Volatility of the VINCI share price Expected return on share Risk-free rate of return(**) Anticipated dividend pay-out rate(***) Fair value of the option (in )
(*)
Plan granted on 12/04/2012 27.65% 6.95% 1.29% 5.26% 4.02
Plan granted on 02/05/2011 26.93% 8.29% 2.62% 4.05% 7.66
Plan granted on 09/07/2010 34.22% 7.24% 1.59% 4.99% 4.43
Plan granted on 15/09/2009 32.91% 8.01% 2.38% 4.21% 5.65
(*) Volatility estimated applying a multi-criteria approach based on the mean reversion model. (**) Five-year eurozone bond yield. (***) Average return expected by financial analysts over the four years following the grant date adjusted by a theoretical annual growth rate beyond that period.
An expense of 17million was recognised in 2012 in respect of share option plans for which vesting is in progress (April 2012, May 2011, July 2010 and September 2009 plans), compared with 16million in 2011 (May 2011, July 2010 and September 2009 plans).
19.2 Performance shares

Information on changes in performance share plans currently in force
31/12/2012 Number of shares granted subject to performance conditions at start of period Shares granted Shares acquired by beneficiaries Shares cancelled Number of shares granted subject to performance conditions not vested at end of period 3,783,659 2,202,580 (1,609,700) (126,839) 4,249,700 31/12/2011 3,235,383 2,139,059 (1,470,406) (120,377) 3,783,659
Information on the features of the performance share plans currently in force

Plan Number of beneficiaries Vesting date of the shares granted Date of end of period of unavailability of shares granted Number of shares granted subject to performance conditions Shares cancelled Shares acquired by beneficiaries Number of shares granted subject to performance conditions at end of year Plan granted on 12/04/2012 1,881 12/04/2014 12/04/2016 2,202,580 (14,190) 2,188,390 Plan granted on 02/05/2011 1,782 02/05/2013 02/05/2015 2,139,059 (75,949) (1,800) 2,061,310 Plan granted on 09/07/2010 1,813 09/07/2012 09/07/2014 1,726,138 (118,238) (1,607,900)
On 12 April 2012, VINCIs Board of Directors granted 2,202,580 performance shares to 1,881 employees with effect from 12 April 2012. Final vesting of the shares is conditional on a performance index. This index has to show an annual average ROCE for 2012 and 2013 of 7% or more for all the performance shares granted to vest definitively (increased to 9% for members of the Executive Committee on 12 April 2012). If the index is between 6% and 7% (8% and 9% for Executive Committee members), the number of performance shares finally granted will be reduced in proportion and no shares will be granted if the index is equal to or less than 6% (8% for Executive Committee members). Performance shares only vest definitively after a period of two years has elapsed and are conditional on beneficiaries being employed by the Group until the end of the vesting period.
Fair value of the performance share plans
The fair value of the performance shares has been calculated by an external actuary at the respective grant dates of the shares on the basis of the following characteristics and assumptions:
2012 plan Price of VINCI share on date plan was announced (in ) Fair value of performance share at grant date (in ) Fair value compared with share price at grant date (in %) Original maturity (in years) vesting period Risk-free interest rate (*) (*) Two-year government bond yield in the eurozone. 36.37 28.00 77.00% 2 years 0.36% 2011 plan 44.87 36.90 82.25% 2 years 1.81% 2010 plan 35.44 28.30 79.85% 2 years 0.97%
An expense of 69.3million was recognised in 2012 in respect of performance share plans for which vesting is in progress (April 2012, May 2011 and July 2010 plans), compared with 62.7million in 2011 (May 2011, July 2010 and September 2009 plans).
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19.3
VINCIs Board of Directors defines the conditions for subscribing to the Group savings plans in accordance with the authorisations granted to it by the Shareholders General Meeting. In France, VINCI issues new shares reserved for employees three times a year at a subscription price that includes a discount against the average stock market price over 20 trading days. This discount was 10% up to the plan for the third four-month period of 2012, and was reduced to 5% in the plan for the first four-month period of 2013. Subscribers benefit from an employer contribution with an annual maximum of 3,500 per person. This maximum figure has been reduced to 2,500 from the plan for the first four-month period of 2013. The benefits granted in this way to Group employees are recognised in profit or loss and are valued in accordance with IFRS 2 on the basis of the following assumptions: length of subscription period: four months; length of period during which funds are frozen: five years. The estimated number of shares subscribed to at the end of the subscription period is calculated based on a linear regression method applied to historical observations of the plans between 2002 and 2012, taking account of the cost of restrictions on the availability of units in the savings fund. The opportunity cost of the frozen shares subscribed to is estimated from the point of view of a third party holding a diversified portfolio and prepared to acquire the frozen shares in return for a discount, which should correspond to the return demanded by a purchaser on own funds allocated to hedge against market risk over the period in which the shares are frozen (five years). The market risk is assessed on an annual basis applying a value-at-risk approach. In 2012, in accordance with authorisations given to the Board of Directors by the Shareholders General Meeting and pursuant to a decision taken by the Chairman and Chief Executive Officer on 5 March 2012, VINCI initiated savings plans for the employees of certain foreign subsidiaries. Known as Castor International, the plans cover 14 countries: Belgium, Canada, the Czech Republic, Germany, Morocco, Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Switzerland, the UK and the USA. These plans aim to reconcile variations in tax regimes and regulations between countries so that their value for employees is consistent. Their main characteristics are as follows: purchases of VINCI shares at no discount (through reserved capital increases or purchases in the market); subscription period: four weeks ended 13 April 2012 (nine successive periods between March and November 2012 in the UK); employer contribution consisting of bonus shares, with delivery deferred for three years where possible, or with immediate delivery but a three-year vesting period; no lock-up period beyond the three-year vesting period for bonus shares. The employer contribution paid in shares represents the benefit granted by the Group to foreign employees who have subscribed to the plans. This benefit is recognised as an expense over the vesting period, in this case three years.
2012 Group savings plans France Anticipated return from VINCI shares Dividend per share Dividend payable (interim) Dividend payable (final) Subscription price (in ) Share price at date of Board of Directors Meeting Historical volatility of the VINCI share price Estimated number of shares subscribed Estimated number of shares issued (subscriptions plus employer contribution) 32.45 34.59 34.42% 2,233,759 2,740,314 29.71 34.47 35.18% 849,537 1,100,150 (0.55) 1.22 32.40 36.83 34.14% 795,160 1,017,804 First four-month period of 2013 (1 January 30 April 2013) 6.61% Third four-month period 2012 (1 September 14 December 2012) 7.16% Second four-month period 2012 (1 May 31 August 2012) 7.30%
Group savings plans
2011 Group savings plans France Anticipated return from VINCI shares Dividend per share Dividend payable (interim) Dividend payable (final) Subscription price (in ) Share price at date of Board of Directors Meeting Historical volatility of the VINCI share price Estimated number of shares subscribed Estimated number of shares issued (subscriptions plus employer contribution) 29.42 34.87 34.57% 2,910,617 3,725,589 38.23 43.52 31.73% 654,454 839,664 (0.55) 1.15 38.91 43.11 31.87% 630,949 801,305 First four-month period 2012 (1 January 30 April 2012) 7.80% Third four-month period 2011 (1 September 31December2011) 8.41% Second four-month period 2011 (1 May 31 August 2011) 8.36%
Castor International (excluding the UK) Subscription price (in ) Closing share price on the last day of the subscription period (in ) Anticipated dividend pay-out rate Fair value of bonus shares on the last day of the subscription period (in )
2012 38.73 34.835 5.53% 29.64
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For the Group as a whole, the aggregate expense recognised at 31 December 2012 in respect of employee savings plans amounted to 11.6million (19.1million at 31December2011).
20.
Non-current provisions
(in millions) Provisions for retirement benefit obligations Other non-current provisions Total non-current provisions at more than one year Note 20.1 20.2 31/12/2012 821.7 974.8 1,796.5 31/12/2011 750.8 784.6 1,535.4
20.1
Provisions for retirement benefit obligations

At 31 December 2012, provisions for retirement benefit obligations amounted to 877.7million (including 821.7million at more than one year) compared with 805.8million at 31December2011 (including 750.8million at more than one year). They comprise provisions for lump sums on retirement and provisions for obligations for supplementary retirement benefits. The part at less than one year of these provisions (56million at 31 December 2012 and 55million at 31December2011) is reported under other current payables. VINCIs retirement benefit obligations under defined benefit plans fall into two categories: The obligations borne by VINCI or its subsidiaries, covered by provisions recognised in the consolidated balance sheet: For French subsidiaries, these are lump sums paid on retirement, supplementary defined benefit retirement plans of which some of the Groups employees and officers are members or other closed defined benefit retirement plans, the beneficiaries of which have retired, and an obligation in respect of VINCIs Vice-Chairman and Senior Director. Some plans are pre-financed through contracts with insurance companies. This relates mainly to obligations covered by two contracts with Cardif/BNP Paribas of which certain Group executives are beneficiaries. For German subsidiaries, there are several internal plans within the Group, including a so-called direct promises plan. Other defined benefit plans, the Frsorge plan for former employees of G+H Montage and the Eurovia GmbH subsidiaries plan, were closed in 2001 and 1999 respectively. In addition, there are commitments to jubilee bonuses and ATZ early retirement plans. For Austrian and Dutch subsidiaries, commitments relate mainly to lump sums paid on retirement and/or jubilee bonuses. Obligations borne through external pension funds. For the most part, these relate to VINCIs UK subsidiaries (VINCI plc, Nuvia UK, Freyssinet UK, Ringway, VINCI Energies UK, VINCI Park UK, Faceo UK), the CFE Group in Belgium and Etavis in Switzerland.
The retirement benefit obligations covered by provisions recognised in the balance sheet relate mainly to subsidiaries located in the eurozone (France, Germany and Belgium), the UK and Switzerland. They are calculated on the basis of the following assumptions:
Eurozone Plan Discount rate Inflation rate Rate of salary increases Rate of pension increases Probable average remaining working life of employees per plan (*) Inflation rates: CPI 1.8%; RPI 2.6%. 31/12/2012 3.5% 2.0% 0.0% to 4.0% 2.0% 1 to 22 years 31/12/2011 5.0% 2.2% 0.0% to 4.0% 2.0% - 2.2% 1 to 20 years United Kingdom 31/12/2012 4.4% 1.8% to 2.6%(*) 2.6% to 4.0% 2.5% - 3.6% 5 to 16 years 31/12/2011 5.1% 2.5% to 3.4% 2.7% to 4.5% 3.4% - 3.8% 7 to 13 years Switzerland 31/12/2012 1.8% 1.5% 2.0% 0.0% 8 to 11 years 31/12/2011 2.6% 1.5% 2.0% 0.0% 9 to 11 years
Discount rates have been determined on the basis of the yield on private-sector bonds with a rating of AA or above and whose maturities correspond to the plans expected cash flows. The discount rate finally adopted is the rate equivalent to the application of the various rates depending on maturities. The other local actuarial assumptions (economic and demographic assumptions) are set on the basis of the conditions in each of the countries in question. The preferred method used to determine the expected return on plan assets is the building block method, which breaks the expected return down into the main asset classes: money market investments, investments in bonds and investments in equities. The target allocation of funds is then applied to calculate a weighted average return on assets. In the specific case of funds invested in an insurance companys general account funds, the expected yield has been determined by also taking account of the specific features of each contract, in particular regarding past and forecast net yields. Plan assets are valued at their fair value at 31 December 2012. The book value at 31 December 2012 is used for assets invested with insurance companies.
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Plan assets break down as follows by asset category:

31/12/2012 United Kingdom Breakdown of plan assets Equities Property Bonds Money securities Other Total Average expected return Plan assets (in millions) Plan assets (in %) 23% 2% 52% 13% 11% 100% 5.1% 523.5 58% 32% 18% 43% 2% 6% 100% 3.7% 201.1 22% 27% 4% 64% 2% 4% 100% 3.3% 135.1 15% 31/12/2011 United Kingdom Breakdown of plan assets Equities Property Bonds Money securities Other Total Average expected return Plan assets (in millions) Plan assets (in %) 22% 2% 52% 14% 11% 100% 6.1% 464.5 58% 30% 19% 43% 1% 8% 100% 4.2% 181.2 23% 28% 4% 66% 2% 0% 100% 3.8% 111.7 14% 3% 0% 77% 0% 19% 100% 4.3% 40.0 5% 24% 6% 53% 8% 9% 100% 5.2% 797.5 100% Switzerland France Other countries Weighted average 3% 1% 3% 0% 93% 100% 4.0% 44.8 5% 24% 6% 49% 8% 13% 100% 4.5% 904.5 100% Switzerland France Other countries Weighted average
For the United Kingdom, which constitutes the largest contribution, theoretical expected returns on plan assets are as follows:
Return on financial assets 31/12/2012 31/12/2011 Equities 6.0% 6.9% Property 6.2% 6.9% Bonds 4.2% 5.2% Money securities 4.9% 5.6% Other 5.6% 7.0% Total 5.1% 6.1%
On the basis of the actuarial assumptions referred to above, the retirement benefit obligations, provisions recognised in the balance sheet, and the retirement benefit expenses recognised break down as follows:
Reconciliation of obligations and provisions in the balance sheet

31/12/2012 (in millions) Present value of retirement benefit obligations Fair value of plan assets Surplus (or deficit) Provisions recognised in the balance sheet Assets recognised in the balance sheet Items not recognised in the balance sheet of which actuarial gains and losses of which past service cost of which assets not recognised in the balance sheet France (774.6) 135.1 (639.5) (471.7) 30.9 198.8 163.8 35.0 Foreign (1,330.2) 769.5 (560.7) (405.9) 39.5 194.3 195.1 0.1 (1.0) Total (2,104.8) 904.5 (1,200.2) (877.7) 70.4 393.0 358.9 35.1 (1.0) France (625.0) 111.5 (513.6) (434.7) 24.9 103.8 65.4 38.3 31/12/2011 Foreign (1,140.9) 686.0 (454.8) (371.2) 24.0 107.7 108.1 0.1 (0.5) Total (1,765.9) 797.5 (968.4) (805.8) 48.9 211.4 173.5 38.5 (0.5)
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Changes in the period

(in millions) Present value of retirement benefit obligations Balance at the beginning of the period 1,765.9 1,708.1 31/12/2012 31/12/2011
of which obligations covered by plan assets

Current service cost Cost of discounting for the period Benefits paid during the period Actuarial gains and losses Past service cost Business combinations Settlement of rights and plan curtailments Effect of exchange rate fluctuations Changes in consolidation scope and miscellaneous Balance at the end of the period
1,021.7
50.7 84.7 (83.4) 211.8 2.9 44.7 (0.8) 13.6 13.8 2,104.8
959.0
50.7 78.9 (76.3) (24.4) 3.1 (4.1) 21.9 7.9 1,765.9
of which obligations covered by plan assets

Plan assets Balance at the beginning of the period Expected return on plan assets Actuarial gains and losses Contributions paid to funds Benefits paid during the period Business combinations Settlement of rights and plan curtailments Effect of exchange rate fluctuations Changes in consolidation scope and miscellaneous Balance at the end of the period Amounts not recognised in the balance sheet Balance at the beginning of the period New items Effect of changes in assumptions Effect of experience gains and losses on retirement benefit obligations Effect of experience gains and losses on plan assets Amortisation for the period Exchange rate and other changes Plan curtailments Balance at the end of the period of which actuarial gains and losses of which past service cost of which assets not recognised Actuarial gains and losses as a percentage
1,192.0
1,021.7
797.5 42.0 22.3 51.5 (37.7) 4.6 11.9 12.4 904.5
735.9 37.5 (9.5) 36.9 (32.7) 0.2 (0.3) 18.8 10.6 797.5
211.4 189.5 214.3 (2.5) (22.3) (9.2) 1.3 (0.0) 393.0 358.9 35.1 (1.0) 17.1%
240.9 (14.9) (10.9) (13.5) 9.5 (8.6) (6.2) 0.2 211.4 173.5 38.5 (0.5) 9.8%
The increase in actuarial gains and losses in 2012 arises mainly from the decline in discount rates in the eurozone, Switzerland and the United Kingdom, partially offset by the good performance of hedging assets. Changes in the period under Business combinations relate mainly to the obligations of German group GA Gruppe, acquired by VINCI Energies in the second half of 2012.
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Historical data on the obligation, fair value of financial assets and effect of experience adjustments
(in millions) Value of plan assets and liabilities Present value of retirement benefit obligations Fair value of plan assets Surplus (or deficit) Experience adjustments Effect of experience gains and losses on retirement benefit obligations Percentage of retirement benefit obligations Effect of experience gains and losses on plan assets Percentage of plan assets (2.5) 0.1% (22.3) -2.5% (13.5) 0.8% 9.5 1.2% (14.5) 0.8% (6.2) -0.8% 10.4 -0.7% (22.3) -3.8% (9.6) 0.8% 95.0 18.7% (2,104.8) 904.5 (1,200.2) (1,765.9) 797.5 (968.4) (1,708.1) 735.9 (972.2) (1,390.0) 590.5 (799.5) (1,185.6) 507.5 (678.1) 31/12/2012 31/12/2011 31/12/2010 31/12/2009 31/12/2008
VINCI estimates the payments to be made in 2013 in respect of retirement benefit obligations at 125million, comprising 95million relating to pensions paid to retired employees and 30million to contributions payable to fund managing bodies.
Expenses recognised in respect of defined benefit plans

(in millions) Rights vested in employees during the period Discounting of vested rights to present value Expected return on plan assets Amortisation of actuarial gains and losses Amortisation of past service cost rights not vested Past service cost rights vested Other Total 2012 (50.7) (84.7) 42.0 (7.4) (1.8) (0.5) (3.8) (106.9) 2011 (50.7) (78.9) 37.5 (6.8) (1.8) 0.4 0.1 (100.2)
Sensitivity of the 2013 expense to the discount rate is as follows:

(in millions) Discount rate 0.50% (3.6) -0.50% 3.2
Expenses recognised in respect of defined contribution plans In some countries, and more especially in France and Spain, the Group contributes to basic State Pension Plans, for which the expense recognised is the amount of the contributions called by the State bodies. Basic State Pension Plans are considered as being defined contribution plans. Depending on the country, the proportion of these contributions paid that relates to pensions may not be clearly identifiable. The amounts taken as an expense in the period in respect of defined contribution plans (excluding basic State plans) totalled 466.4million at 31 December 2012 (440.1million at 31December2011). These amounts include the contributions paid to the external multi-employer fund (CNPO) in respect of obligations in regard to lump sums paid on retirement to building workers in France.
20.2 Other non-current provisions
Changes in other non-current provisions reported in the balance sheet were as follows in 2012 and 2011:
Change in the Changes in part at less consolidation than one year Provisions Other reversals scope and of non-current used not used miscellaneous provisions (172.9) (28.5) (10.3) (122.2) 0.6 (160.4) (23.4) (0.9) (156.2) 3.2 (177.3) (21.6) (0.6) (0.2) (11.1) 0.2 (11.8) (0.7) (0.7) (35.8) 2.3 (35.0) 117.6 (3.8) 183.9 35.0 (13.3) 4.3 206.2 10.0 126.2 5.2 (1.0) 10.6 151.0 (26.0) (0.1) (52.2) (52.2) 0.5 69.7 70.2
(in millions) 01/01/2011 Other employee benefits Financial risks Other liabilities Discounting of non-current provisions Reclassification of the part at less than one year of non-current provisions 31/12/2011 Other employee benefits Financial risks Other liabilities Discounting of non-current provisions Reclassification of the part at less than one year of non-current provisions 31/12/2012
Opening 442.9 146.2 252.0 463.6 (6.3) (253.9) 601.6 131.9 429.3 544.4 (19.2) (301.8) 784.6
Provisions taken 260.5 19.0 3.8 178.0 200.8 18.5 10.3 152.1 0.3 181.2
Translation differences 1.0 (0.2) (0.0) 1.1 (0.4) (0.0) 0.5 0.2 0.3 (0.3) 0.1
Closing 601.6 131.9 429.3 544.4 (19.2) (301.8) 784.6 136.9 564.2 510.0 (14.9) (221.4) 974.8
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Other employee benefits Provisions for other employee benefits include long-service bonuses, jubilee bonuses and medical expense cover. At 31 December 2012, these provisions amounted to 136.9million, including 41.2million relating to medical expense cover. Provisions for medical expense cover were calculated on the basis of a rate of growth in medical expenses of between 0% and 6%. A change of 1% in this rate would entail a change of 5.9million in the obligation. The provisions have been calculated using the following actuarial assumptions:
31/12/2012 Discount rate Inflation rate Rate of salary increases Rate of change of medical expenses 3.5% 2.0% 2.0% to 3.0% 0.0% to 6.0% 31/12/2011 5% 2.2% 1.8% to 2.1% 0.0% to 6.0%
Provisions for financial risks Provisions for financial risks comprise in particular the attributable share of the negative net equity of companies accounted for under the equity method, arising mainly from falls in the fair value of interest rate hedging instruments (cash flow hedges) in infrastructure project companies operated under concessions or public-private partnerships. Provisions for other liabilities Provisions for other liabilities, not directly linked with the operating cycle, include mainly the provisions for disputes and arbitration, some of which are described in NoteH Noteon litigation. These amounted to 510.0million at 31 December 2012 (544.4million at 31December2011), including 303.6 at more than one year (257.6million at 31December2011). Employee training rights The French act of 4 May 2004 gives employees of French businesses the right to a minimum of 20 hours of training a year, which can be carried forward and accumulated over a period of six years. Expenditure under this individual right to training is considered as an expense for the period and does not give rise to the recognition of a provision, except in exceptional cases. The Groups employees had acquired rights to 8.9million hours of such training at 31 December 2012.
21.
21.1
Working capital requirement and current provisions

Change in working capital requirement
Change (in millions) Inventories and work in progress (net) Trade and other receivables Other current operating assets Inventories and operating receivables (I) Trade payables Other current operating liabilities Trade and other operating payables (II) Working capital requirement (excluding current provisions) (I + II) Current provisions of which part at less than one year of non-current provisions Working capital requirement (including current provisions) (*) Mainly translation differences and changes in consolidation scope. 31/12/2012 1,015.5 10,978.6 4,505.5 16,499.6 (7,603.6) (11,306.3) (18,909.9) (2,410.3) (3,507.7) (221.4) (5,918.0) 31/12/2011 1,004.1 10,222.0 4,131.3 15,357.5 (7,625.0) (10,381.5) (18,006.6) (2,649.1) (3,484.1) (301.8) (6,133.2) Changes in operating WCR (50.8) 294.5 343.1 586.9 188.9 (700.5) (511.6) 75.2 (37.9) 69.7 37.4 Other changes (*) 62.2 462.0 31.1 555.2 (167.4) (224.2) (391.7) 163.6 14.2 10.7 177.8
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Current operating assets and liabilities break down as follows:

Maturity Within 1 year (in millions) Inventories and work in progress (net) Trade and other receivables Other current operating assets Inventories and operating receivables Trade payables Other current operating liabilities Trade and other operating payables Working capital requirement connected with operations (II) (I + II) (I) 31/12/2012 1,015.5 10,978.6 4,505.5 16,499.6 (7,603.6) (11,306.3) (18,909.9) (2,410.3) 1 to 3 months 497.9 9,281.3 3,511.6 13,290.8 (6,590.7) (9,192.5) (15,783.2) (2,492.4) 3 to 6 months 87.3 712.3 230.1 1,029.7 (470.0) (571.9) (1,041.9) (12.3) 6 to 12 months 93.2 566.5 411.6 1,071.3 (313.0) (693.9) (1,006.9) 64.4 Between 1 and 5 years 333.1 408.3 342.9 1,084.4 (219.8) (762.7) (982.4) 101.9 After 5 years 4.1 10.1 9.3 23.5 (10.2) (85.3) (95.4) (72.0)
Maturity Within 1 year (in millions) Inventories and work in progress (net) Trade and other receivables Other current operating assets Inventories and operating receivables Trade payables Other current operating liabilities Trade and other operating payables Working capital requirement connected with operations (II) (I + II) (I) 31/12/2011 1,004.1 10,222.0 4,131.3 15,357.5 (7,625.0) (10,381.5) (18,006.6) (2,649.1) 1 to 3 months 522.1 8,433.7 3,186.5 12,142.3 (6,431.4) (8,063.7) (14,495.1) (2,352.8) 3 to 6 months 78.1 789.9 251.4 1,119.4 (501.4) (595.2) (1,096.5) 22.8 6 to 12 months 121.8 501.3 276.4 899.5 (340.5) (664.1) (1,004.6) (105.1) Between 1 and 5 years 281.7 488.0 388.9 1,158.5 (341.5) (965.2) (1,306.7) (148.2) After 5 years 0.5 9.3 28.1 37.8 (10.4) (93.3) (103.7) (65.8)
21.2 Breakdown of trade receivables

(in millions) Trade receivables invoiced Allowances against trade receivables Trade receivables, net
Trade receivables and allowances were as follows:

31/12/2012 6,373.6 (410.4) 5,963.2 31/12/2011 6,315.1 (377.9) 5,937.2
At 31 December 2012, trade receivables between six and 12 months past due amounted to 267.8million (compared with 180.3million at 31December2011). 28.4million of allowances have been taken in consequence (26.3million at 31December 2011). Receivables more than one year past due amounted to 280.9million (349.2million at 31December2011) and provisions of 152.0million have been taken in consequence (194.6million at 31December2011).
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21.3 Breakdown of current provisions
Changes in current provisions reported in the balance sheet were as follows in 2012 and 2011:
Change in the Changes in part at less Other consolidation than one year reversals scope and of non-current not used miscellaneous provisions (181.7) (10.8) (14.4) (35.8) (35.4) (7.7) (28.5) 0.5 (132.2) (16.3) (35.9) (35.0) (40.9) (3.4) (49.9) 1.6 (179.8) 256.4 0.3 (3.4) 46.3 22.3 (4.6) (0.2) 2.1 (4.3) 58.4 (5.3) 5.8 (4.3) 13.7 (1.1) 13.6 (2.0) (10.6) 9.7 25.0 52.2 52.2 (69.7) (69.7)
(in millions) 01/01/2011 Obligation to maintain the condition of concession assets After-sales service Losses on completion and construction project liabilities Disputes Restructuring costs Other current liabilities Discounting of current provisions Reclassification of the part at less than one year of non-current provisions 31/12/2011 Obligation to maintain the condition of concession assets After-sales service Losses on completion and construction project liabilities Disputes Restructuring costs Other current liabilities Discounting of current provisions Reclassification of the part at less than one year of non-current provisions 31/12/2012
Opening 2,823.0 565.1 417.1 790.9 448.8 64.9 723.0 (28.7) 253.9 3,235.0 561.3 436.7 914.4 510.2 33.3 759.7 (33.3) 301.8 3,484.1
Provisions taken 1,220.5 94.7 158.6 532.5 190.5 17.7 284.4 (8.8) 1,269.6 124.9 150.8 731.3 284.4 30.7 304.6 (4.0) 1,622.6
Provisions used (930.0) (88.4) (120.5) (420.3) (114.8) (37.0) (218.3) 1.4 (997.8) (76.8) (109.4) (692.4) (172.2) (24.1) (298.8) 5.3 (1,368.4)
Translation differences 21.8 0.4 (0.7) 0.8 (1.3) (0.1) (0.6) 0.3 (1.1) (0.3) 2.8 4.3 0.9 0.1 1.9 (0.2) (0.0) 9.4
Closing 3,235.0 561.3 436.7 914.4 510.2 33.3 759.7 (33.3) 301.8 3,484.1 587.5 450.8 918.3 596.0 35.4 731.0 (32.8) 221.4 3,507.7
Current provisions (including the part at less than one year of non-current provisions) are directly connected with the operating cycle and comprise principally the provisions relating to construction contracts and provisions for the obligation to maintain the condition of concession assets. For the most part, such provisions cover the expenses incurred by motorway concession operating companies for road repairs (surface courses, restructuring of slow lanes, etc.), bridges, tunnels and hydraulic infrastructure. These provisions comprise mainly 347.8million for the ASF group at 31 December 2012 (333million at 31December2011) and 205.2million for Cofiroute at 31 December 2012 (193.6million at 31December2011).
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22.
Net financial debt

At 31 December 2012, net financial debt, as defined by the Group, stood at 12,526.8million, down 62.8million compared with 31December2011. Net financial debt can be broken down as follows:
Analysis by accounting headings 31/12/2012 (in millions) Bonds Other bank loans and other financial debt Finance lease debt restated Long-term financial debt (**) Commercial paper Liabilities at amortised cost Other current financial liabilities Bank overdrafts Financial current accounts, liabilities I - Gross financial debt of which impact of fair value hedges of which effect of recognising ASFs debt at fair value in VINCIs consolidated financial statements (***) Loans and receivables Assets at fair value through profit or loss (fair value option) Loans and collateralised financial receivables Financial current accounts, assets Cash management financial assets Cash equivalents Cash II - Financial assets Derivative financial instruments liabilities Derivatives Derivative financial instruments assets III - Derivative financial instruments Net financial debt (I + II + III) Net financial debt breaks down by business as follows: Concessions Contracting Holding companies and VINCI Immobilier (*) The current part includes accrued interest not matured. (**) Including the part at less than one year. (***) Following acquisition of control of ASF by VINCI on 9 March 2006. (17,079.7) (2,505.3) 3,789.6 (977.8) 4,600.2 (353.6) (18,057.5) 2,094.8 3,435.9 (18,017.0) (1,882.9) 2,913.3 (878.5) 4,797.0 478.4 (18,895.4) 2,914.1 3,391.8 23 23 22.2.2 22.2.2 22.2.2 22.2.2 22.2.4 Note 22.1 22.1 22.1 Noncurrent (9,615.3) (6,524.5) (70.4) (16,210.1) (16,210.1) (740.0) (19.8) 2.3 2.3 (343.7) 756.1 412.4 (15,795.5) (2) (7) (6) Ref: (1) (2) (2) Current (*) (300.1) (1,519.7) (40.8) (1,860.6) (849.5) (10.7) (591.1) (81.8) (3,393.6) (1.5) 5.2 64.6 114.5 4,462.5 1,874.4 6,521.2 (246.4) 387.4 141.1 3,268.7 (3) (9) (8) (4) (4) (5) (5) (3) (3) (3) (3) Ref: (3) (3) (3) Total (9,915.4) (8,044.2) (111.1) (18,070.7) (849.5) (10.7) (591.1) (81.8) (19,603.8) (740.0) (21.3) 7.4 64.6 114.5 4,462.5 1,874.4 6,523.5 (590.0) 1,143.5 553.5 Noncurrent (7,819.8) (9,256.6) (87.3) (17,163.7) (17,163.7) (426.1) (37.3) 2.1 2.1 (261.4) 436.4 175.0 (2) (7) (6) Ref: (1) (2) (2) 31/12/2011 Current (*) (204.4) (1,509.4) (59.5) (1,773.2) (525.3) (45.4) (858.3) (48.8) (3,250.9) (4.6) 1.9 47.5 122.1 5,237.3 2,135.1 7,543.8 (194.9) 298.9 104.0 4,396.9 (3) (9) (8) (4) (4) (5) (5) (3) (3) (3) (3) Ref: (3) (3) (3) Total (8,024.2) (10,765.9) (146.8) (18,936.9) (525.3) (45.4) (858.3) (48.8) (20,414.6) (426.1) (41.9) 4.0 47.5 122.1 5,237.3 2,135.1 7,546.0 (456.3) 735.4 279.0 (12,589.6)
(12,526.8) (16,986.5)
Reconciliation of net financial debt with balance sheet items:

(in millions) Bonds (non-current) Other loans and borrowings Current borrowings Cash management financial assets Cash and cash equivalents Non-current collateralised loans and receivables Derivative financial instruments non-current assets Current collateralised loans and receivables Derivative financial instruments current assets Net financial debt Ref: (1) (2) (3) (4) (5) (6) (7) (8) (9) 31/12/2012 (9,615.3) (6,938.5) (3,640.0) 179.2 6,336.9 2.3 756.1 5.2 387.4 (12,526.8) 31/12/2011 (7,819.8) (9,605.2) (3,445.8) 169.6 7,372.4 2.1 436.4 1.9 298.9 (12,589.6)
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Derivative financial instruments (assets and liabilities) designated as hedges are reported in the balance sheet, classified by maturity and according to their accounting category, under other non-current financial assets or liabilities for the part at more than one year, and other current financial assets or liabilities for the part at less than one year. Derivative financial instruments (assets and liabilities) that are not designated as hedges for accounting purposes are reported as other current financial assets or liabilities, whatever their maturity dates.
22.1
The breakdown of net long-term financial debt (including the part at less than one year) at 31 December 2012 by business was as follows:
31/12/2012 Holding companies and VINCI Immobilier (2,325.1) 9.6 (*) (0.0) (2,315.4) 31/12/2011 Holding companies and VINCI Immobilier (913.0) (735.3) (1,648.4)
Detail of long-term financial debt
(in millions) Bonds Other bank loans and other financial debt Finance lease debt restated Long-term financial debt
Concessions (7,487.8) (7,812.1) (3.5) (15,303.3)
Contracting (102.5) (241.8) (107.7) (452.0)
Total (9,915.4) (8,044.2) (111.1) (18,070.7)
Concessions (7,111.2) (9,713.1) (2.5) (16,826.8)
Contracting (0.0) (317.5) (144.3) (461.8)
Total (8,024.2) (10,765.9) (146.8) (18,936.9)
(*) Net of arrangement commissions relating to the undrawn VINCI syndicated credit facility, recognised as a reduction in debt.
At 31 December 2012, long-term financial debt amounted to 18.1billion, down 866.2million relative to 31December2011 (18.9billion). The Group carried out the following bond issues in 2012: VINCI SA, as part of its EMTN programme: 250million issued on 4 January 2012 as a tap on the 750million five-year line issued in December 2011; 100million five-year private placement on 4 January 2012; SFr100million (82.1million) 10-year bond issue on 5 January 2012; 75million seven-year private placement on 11 January 2012; 750million eight-year bond issue on 30 March 2012. ASF, as part of its EMTN programme: 50million 11-year private placement on 25 June 2012; 50million 12-year private placement on 2 July 2012; 70million private placement with a maturity of 10 years and one month on 18 December 2012. Compagnie dEntreprises CFE: 100million six-year bond issue, aimed at individual investors, on 21 June 2012.
The Group also carried out early redemption of the following borrowings: January 2012: 750million early repayment by VINCI to cover the remainder of the ASF acquisition loan, June 2012: 1.1bn repayment by ASF Holding of its syndicated loan. October 2012: repayment of loans taken out with CNA by ASF and Escota at a rate of 5.80%, for a total amount of 405.9million.
New borrowings partly offset early redemptions and contractual repayments of debt in 2012.
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Details of the main financial debts of concessions and holding companies are given in the tables below:
Concessions
31/12/2012 (in millions) Bonds Cofiroute of which: October 2001 bond and supplement in August 2005 April 2003 bond 2006 bond and supplement in July 2007 ASF and Escota of which: ASF 2007 bond issue ASF 2009 bond issue and supplement in April 2009 ASF 2010 bond issue and supplement in August 2010 ASF 2011 bond issue Other bank loans and other financial debt Cofiroute ASF and Escota 5.6% 7.4% 4.1% 4.0% July 2022 March 2019 April 2020 September 2018 1,575.0 969.6 650.0 500.0 7,668.1 1,091.5 5,281.1 1,860.9 1,099.4 762.0 530.2 7,812.1 1,103.3 5,442.2 43.9 56.2 19.3 5.4 133.5 8.6 124.3 1,575.0 969.6 650.0 500.0 9,546.0 1,103.2 5,699.4 1,805.7 1,070.8 717.9 507.8 9,713.1 1,111.1 5,899.1 5.9% 5.3% 5.0% October 2016 April 2018 May 2021 500.0 600.0 1,100.0 4,443.5 536.7 637.9 1,189.6 5,090.1 6.8 21.2 33.5 139.4 500.0 600.0 1,100.0 4,279.3 536.1 640.5 1,149.7 4,751.4 Currency Contractual interest rate Nominal remaining Maturity due 6,672.9 2,229.4 of which Carrying accrued interest amount not matured 7,487.8 2,397.6 202.2 62.8 31/12/2011 Nominal remaining due 6,508.8 2,229.5 Carrying amount 7,111.2 2,359.8
CNA loans
of which: ASF and Escota - CNA 1997 to 2000 ASF and Escota - CNA 1998 to 2001 ASF - CNA 1999 to 2002 ASF - CNA 2000 to 2001 ASF - CNA 2001 ASF and Escota - CNA 2002 ASF - CNA 2004 to 2005 5.8% 5.9% 4.4% 6.0% 5.3% 4.5% 6.2% October 2012 March 2013 May 2014 October 2015 July 2016 January 2017 March 2018 April 2015 to 2017
2,924.2
397.7 450.0 382.5 412.1 532.0 750.0
3,052.5
416.5 458.1 401.0 421.7 556.1 799.1
93.0
18.0 12.2 4.2 7.0 25.7 25.8
3,323.3
405.9 397.7 450.0 382.5 405.2 532.0 750.0
3,463.6
410.7 420.0 455.3 405.7 413.3 555.7 803.0
inflation-linked
CNA/EIB loans
of which ASF - CNA/EIB 2002
1,018.9
412.6
1,047.1
431.4
27.0
18.8
1,018.9
412.6
1,047.6
431.4
EIB loans Other loans Credit facilities

of which ASF Term Loan E1M December 2013
482.1
472.8
3.4
500.0 1.4 855.8

755.8
489.7 2.4 853.9

755.5 41.9 572.3 396.7 1,079.0 1,079.0 603.5 396.1 448.0 307.8 2.5 16,826.8
855.8
755.8
848.5
755.6 21.3 573.8 397.2 558.3 376.5 134.5 3.5 15,303.3
0.8

Effect of recognising ASFs debt at fair value in VINCIs consolidated financial statements
Arcour of which Arcour 2008 ASF Holding Syndicated loan December 2006 (*) VINCI Park of which June 2006 loan Other concessions of which Gefyra EIB 2001 (**) Finance lease debt restated Long-term financial debt
600.0 E1M up to March 2018 400.0 E1M up to December 2013 560.7 E1M/E3M up to June 2026 378.1 134.8 EIB up to June 2029 3.5 14,344.5
0.1 0.5
600.0 400.0 1,080.0 1,080.0 606.3 397.9 457.2 317.0 2.5
335.7
16,057.4
(*) Repaid early in June 2012. (**) Change in consolidation method from full consolidation to equity method on 1 October 2012.
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Holding companies and VINCI Immobilier

31/12/2012 (in millions) Bonds VINCI SA of which: December 2011 bond and supplement in January 2012 March 2012 bond Other bank loans and other financial debt VINCI SA ASF acquisition loan November 2005 Long-term financial debt E1M November 2012 4.1% 3.4% February 2017 March 2020 1,000.0 750.0 2,168.8 1,091.0 801.7 (9.6) (9.6) 2,315.4 42.7 19.2 1.8 1.8 69.7 750.0 750.0 750.0 1,664.5 735.3 735.3 750.0 1,648.4 750.0 751.6 Contractual Currency interest rate Maturity Nominal of which remaining Carrying accrued interest due amount not matured 2,168.8 2,168.8 2,325.1 2,325.1 67.8 67.8 31/12/2011 Nominal remaining due 914.5 914.5 Carrying amount 913.0 913.0
22.2 Resources and liquidity

22.2.1 Maturity of debts
At 31 December 2012, the Groups available resources amounted to 11.5billion, including 5.0billion net cash managed (see NoteE.22.2.2 Net cash managed) and 6.5billion of available, confirmed medium-term bank credit facilities (see NoteE.22.2.3 Revolving credit facilities). On the basis of interest rates at 31 December 2012, the Groups debt and associated interest payments break down as follows, by maturity date:
31/12/2012 (in millions) Bonds Capital Interest payments Other bank loans and other financial debt Capital Interest payments Finance lease debt restated Capital Interest payments Subtotal: long-term financial debt Commercial paper Other current financial liabilities Bank overdrafts Financial current accounts, liabilities I - Financial debt II - Financial assets Derivative financial instruments liabilities Derivative financial instruments assets III - Derivative financial instruments Net financial debt (I + II + III) Trade payables (111.1) (18,070.7) (849.5) (10.7) (591.1) (81.8) (19,603.8) 6,523.5 (590.0) 1,143.5 553.5 (12,526.8) (7,603.6) (110.7) (11.3) (21,465.4) (849.5) (10.7) (591.1) (81.8) (22,998.4) (644.3) 1,491.1 846.8 (7,603.6) (6,590.7) (470.0) (313.0) (87.9) (131.9) (10.2) (10.6) (1.2) (692.4) (849.5) (10.7) (591.1) (81.8) (2,225.5) (18.4) 56.8 38.4 (318.7) (47.1) 69.6 22.5 (1,133.6) (51.7) 65.2 13.5 (1,543.9) (117.2) 190.8 73.6 (6,045.4) (270.0) 550.5 280.4 (11,731.3) (139.9) 558.2 418.4 (10.3) (1.1) (318.7) (19.5) (2.0) (1,133.6) (29.0) (2.7) (1,543.9) (31.9) (2.9) (6,045.4) (9.3) (1.5) (11,731.3) (8,044.2) (7,905.2) (1,113.5) (429.6) (94.6) (86.7) (72.1) (866.0) (88.7) (852.2) (222.9) (2,533.8) (435.7) (3,136.9) (199.5) (9,915.4) (8,941.7) (3,383.1) (156.4) (24.8) (123.6) (157.4) (1.3) (435.8) (1,765.0) (1,276.2) (7,150.6) (1,233.6) Carrying amount Capital and interest payments Within 3 months Between 3 and 6 months Between 6 months and 1 year Between 1 and 2 years Between 3 and 5 years After 5 years
of which 6,474.9 million at less than three months (*)
(*) Consisting mainly of 4,462.5million of cash equivalents, 1,874.4million of cash and 73.4million of cash management assets at less than three months (see NoteE.22.2.2 Net cash managed).
At 31 December 2012, the average maturity of the Groups long-term financial debt was 6.1 years (6.3 years at 31December2011). The average maturity was 6.2 years in Concession subsidiaries, 5.5 years for holding companies (including VINCI Immobilier) and 4.5 years in Contracting.
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22.2.2 Net cash managed
Net cash managed, which includes in particular cash management financial assets and commercial paper issued, breaks down as follows:
31/12/2012 (in millions) Cash equivalents Marketable securities and mutual funds (UCITS) Negotiable debt securities with an original maturity of less than 3 months(*) Cash Bank overdrafts Net cash and cash equivalents Cash management financial assets Marketable securities and mutual funds (UCITS) (**) Negotiable debt securities and bonds with an original maturity of less than 3 months Negotiable debt securities with an original maturity of more than 3 months Commercial paper issued Other current financial liabilities Balance of cash management current accounts Net cash managed (2.8) 208.4 636.2 (7.5) 3,130.5 4,706.5 Concessions 280.8 165.8 115.0 110.3 (7.1) 384.0 46.6 10.5 2.4 33.6 Contracting 609.3 137.1 472.2 1,429.1 (516.7) 1,521.7 61.8 2.6 52.6 6.6 Holding companies and VINCI Immobilier 3,572.4 1,687.9 1,884.5 335.0 (67.3) 3,840.0 6.2 5.2 1.0 (849.5) (0.4) (3,356.1) (359.7) Total 4,462.5 1,990.8 2,471.8 1,874.4 (591.1) 5,745.8 114.5 18.3 55.1 41.2 (849.5) (10.7) (17.2) 4,983.0
(*) Including term deposits, interest earning accounts and certificates of deposit. (**) Portion of short-term UCITS that do not meet the criteria to be designated as cash equivalents as defined by IAS 7. 31/12/2011 (in millions) Cash equivalents Marketable securities and mutual funds (UCITS) Negotiable debt securities with an original maturity of less than 3 months(*) Cash Bank overdrafts Net cash and cash equivalents Cash management financial assets Marketable securities and mutual funds (UCITS) (**) Negotiable debt securities and bonds with an original maturity of less than 3 months Negotiable debt securities with an original maturity of more than 3 months Commercial paper issued Other current financial liabilities Balance of cash management current accounts Net cash managed (*) Including term deposits, interest earning accounts and certificates of deposit. (**) Portion of short-term UCITS that do not meet the criteria to be designated as cash equivalents as defined by IAS 7. (2.7) (555.4) (86.4) (42.4) 3,226.4 4,921.0 Concessions 268.9 39.6 229.3 153.1 (11.9) 410.0 61.7 15.8 3.3 42.5 Contracting 879.6 166.4 713.2 1,584.7 (774.2) 1,690.1 46.9 14.4 25.8 6.7 Holding companies and VINCI Immobilier 4,088.8 580.9 3,507.9 397.2 (72.2) 4,413.9 13.6 12.0 0.1 1.4 (525.3) (0.3) (2,672.3) 1,229.6 Total 5,237.3 786.9 4,450.4 2,135.1 (858.3) 6,514.1 122.1 42.3 29.2 50.6 (525.3) (45.4) (1.3) 6,064.3
The investment vehicles used by the Group are money market UCITS, interest-bearing accounts, term deposits and negotiable debt securities (certificates of deposit generally with a maturity of less than three months). They are measured and recognised at their fair value. Net cash is managed with limited risk to capital, and performance and the associated risks are subject to control. At 31 December 2012, net cash at the VINCI holding company level amounted to 3.3billion. This amount arises mainly from the cash surpluses transferred upwards from French subsidiaries through a cash pooling system. VINCI Finance International, a wholly owned subsidiary of VINCI that centralises the cash surpluses of certain foreign subsidiaries, held cash investments of 0.5billion at 31 December 2012. This centralisation enables the management of financial resources to be optimised and the risks relating to the counterparties and investment vehicles used to be better managed. Other Group subsidiaries cash investments are managed in a decentralised manner while complying with the guidelines issued by the Group and the instructions given by VINCI, which define in particular the investment vehicles and the counterparties authorised. They amounted to 1.9billion at 31 December 2012, including 0.4billion for the Concessions business and 1.5billion for the Contracting business. The performance and the risks associated with these investments of net cash are monitored regularly, through a report detailing the yield of the various assets on the basis of their fair value and analysing the associated level of risk.
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22.2.3 Revolving credit facilities
VINCI SA has a 4billion confirmed syndicated loan facility maturing in June 2016 with two one-year extension options at the lenders discretion. On 6 July 2012, the initial request to extend the syndicated loan was accepted by most banks in the pool. As a result, the credit facility will now mature in June 2017 instead of June 2016, and is for an amount of 3.5billion. Since February 2011, Cofiroute has had a 500million confirmed club deal bank facility maturing in February 2016. On 20 July 2012, ASF refinanced its 2billion syndicated revolving credit facility due to expire in December 2013 in an amount of 1.8billion, with a five-year maturity. This new facility is subject to the same financial covenants as the previous facility (see NoteE.22.2.5 Financial covenants). At 31 December 2012, none of the above credit facilities was being used. The amounts authorised and used, and the maturities of the credit lines of VINCI and its subsidiaries are as follows:
Maturity (in millions) Syndicated loan ASF: syndicated loan Cofiroute: syndicated loan Contracting: syndicated and bilateral facilities Total 35 35 Amounts used at 31/12/2012 Amounts authorised at 31/12/2012 4,000 1,785 500 227 6,512 82 82 Within 1 year Between 1 and 5 years 4,000 1,785 500 145 6,430 After 5 years
22.2.4 Commercial paper
At 31 December 2012, the Group had a commercial paper programme of 1.5billion for VINCI SA and one of 0.5billion for Cofiroute. These two programmes are rated A2 by Standard & Poors. The VINCI SA programme is also rated P2 by Moodys. At 31 December 2012, only VINCI SA had made use of its programme, for 849.5million. Some financing agreements include early repayment clauses applicable in the event of non-compliance with financial ratios, of which the main ones are described below:
(in millions) Finance agreements CNA (Caisse Nationale des Autoroutes) loans Authorised amounts 3,943.2 Amounts used 3,943.2 Ratios (*) Consolidated net financial debt/Consolidated Ebitda Consolidated Ebitda/Consolidated financing costs Consolidated net financial debt (**)/Consolidated cash flow from operations before tax and financing costs Consolidated cash flow from operations before tax and financing costs/Consolidated financing costs Consolidated net financial debt (**)/Consolidated cash flow from operations before tax and financing costs + dividends received from companies accounted for under the equity method Consolidated cash flow from operations before tax and financing costs + dividends received from companies accounted for under the equity method/Consolidated financing costs Net financial debt (***)/Cash flow from operations before tax and financing costs Cash flow from operations before tax and financing costs/Net financing costs Net financial debt (***)/Cash flow from operations before tax and financing costs Cash flow from operations before tax and financing costs/Net financing costs Thresholds < or = 7 > 2.2 < or = 7 > or = 2.2 Ratios at 31/12/2012 5.0 4.9 5.0 4.9
22.2.5 Financial covenants
Syndicated term loan ASF
755.8
755.8
< or = 7
5.0
Syndicated credit facility
1,785.0
> or = 2.2
4.9
<7 > 2.2 <7 >3
3.3 8.8 3.3 8.8
Amortising loan VINCI Park Amortising loan (tranches 1 and 2)
378.1
378.1
147.1
147.1
(*) Ebitda = gross operating income defined as the difference between operating income and operating expenses excluding depreciation, amortisation and provisions. (**) Excluding derivatives designated as cash flow hedges. (***) Excluding all derivatives.
Some finance agreements entered into by Group entities provide that a change in control of the borrower may constitute a case for mandatory early redemption or trigger a demand for early repayment. The above ratios were all met at 31 December 2012.
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22.2.6 Credit ratings
At 31 December 2012, the Groups credit ratings were:

Rating Agency VINCI SA ASF Cofiroute Standard & Poors Moodys Standard & Poors Moodys Standard & Poors Long term BBB+ Baa1 BBB+ Baa1 BBB+ Outlook Stable Stable Stable Stable Stable Short term A2 P2 A2 P2 A2
23.
Financial risk management

VINCI has implemented a system to manage and monitor the financial risks to which it is exposed, principally interest rate risk. In accordance with the rules laid down by the Groups Finance Department, the responsibility for identifying, measuring and hedging financial risks lies with the operational entity in question. On the other hand, derivative financial instruments are generally managed by the Group Finance Department on behalf of the subsidiaries in question. Treasury committees, in which the Groups Finance Department and the concerned companies participate, analyse the main exposures regularly and decide on management strategies for the entities that have the most material exposure to financial risks (VINCI SA, ASF, Cofiroute, VINCI Park, VINCI Finance International). In order to manage its exposure to market risks, the Group uses derivative financial instruments, which are recognised in the balance sheet at their fair value. At the balance sheet date, the fair value of derivative financial instruments breaks down as follows:
31 December 2012 (in millions) Interest rate derivatives: fair value hedges Interest rate derivatives: cash flow hedges Interest rate derivatives not designated as hedges Interest rate derivatives Foreign currency exchange rate derivatives: fair value hedges Foreign currency exchange rate derivatives: cash flow hedges Foreign currency exchange rate derivatives: hedges of net foreign investments Foreign currency exchange rate derivatives not designated as hedges Currency derivatives Other derivatives Total derivative financial instruments (*) Fair value includes interest accrued but not matured of 108million at 31 December 2012 and 72million at 31December2011. 23.3.1 23.3.1 23.3.1 23.3.1 Note 23.1.2 23.1.3 23.1.4 Fair value (*) 848.3 (314.7) 38.1 571.7 (7.2) (10.0) (1.4) (18.5) 0.3 553.5 31December2011 Fair value (*) 491.6 (245.0) 42.1 288.6 8.6 (0.4) (7.6) (0.1) 0.5 (10.1) 279.0
23.1
Interest rate risk is managed within the Group, making a distinction between the Concessions business, the Contracting business and holding companies, as their respective financial profiles are not the same. For concession operating subsidiaries, interest rate risk is managed with two timescales: the long term, aiming to ensure and maintain the concessions economic equilibrium, and the short term, with an objective of optimising the average cost of debt depending on the situation in financial markets. Over the long term, the objective is to change over time the breakdown between fixed and floating rate debt depending on the debt level (measured by the ratio of net debt to cash flows from operations before tax and financing costs), with a greater proportion at fixed rate when the level of debt is high. As regards Contracting activities and holding companies, they have a structural net cash surplus because the Contracting subsidiaries cash surpluses, of which the management is mainly centralised under the cash pooling system, are higher than the holding companies debt. For these activities, the objective is to ensure that the risks connected with financial assets and financial liabilities are well matched. To hedge its interest rate risk, the Group uses derivative financial instruments in the form of options or swaps of which the start may be deferred. These derivatives may be designated as hedges for accounting purposes or not, in accordance with the IFRSs.
Interest rate risk
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The table below shows the breakdown at 31 December 2012 of long-term debt between fixed rate, capped floating rate or inflation-linked debt, and the part at floating rate before and after taking account of hedging derivative financial instruments:
Breakdown between fixed and floating rate before hedging Fixed rate (in millions) Concessions Contracting Holding companies Total at 31/12/2012 Total at 31/12/2011 Debt Proportion 10,657.7 350.1 2,059.8 13,067.7 12,265.0 74% 78% 95% 77% 67% Rate 5.25% 4.47% 3.73% 4.99% 5.16% 614.1 608.2 Inflation-linked Debt Proportion 614.1 4% 0% 0% 4% 3% Rate 5.07% 0.00% 0.00% 5.07% 5.35% 3,095.0 97.8 99.8 3,292.7 5,317.4 Floating rate Debt Proportion 22% 22% 5% 19% 29% Rate 0.71% 2.30% 2.18% 0.80% 1.75% Total Debt 14,366.9 447.9 2,159.7 16,974.4 18,190.6 Rate 4.27% 3.99% 3.66% 4.18% 4.17%
Breakdown between fixed and floating rate after hedging Fixed rate (in millions) Concessions Contracting Holding companies Total at 31/12/2012 Total at 31/12/2011 Debt Proportion 9,017.9 334.2 298.4 9,650.5 10,176.6 63% 75% 14% 57% 56% Rate 4.93% 4.60% 3.64% 4.87% 4.89% Capped floating/inflation-linked Debt Proportion 2,059.1 3.0 2,062.1 2,809.6 14% 1% 0% 12% 15% Rate 2.74% 1.26% 0.00% 2.74% 3.26% 3,289.9 110.7 1,861.2 5,261.8 5,204.4 Floating rate Debt Proportion 23% 25% 86% 31% 29% Rate 1.35% 1.88% 2.29% 1.69% 2.41% Total Debt 14,366.9 447.9 2,159.7 16,974.4 18,190.6 Rate 3.79% 3.91% 2.48% 3.63% 3.93%
23.1.1 Sensitivity to interest rate risk
VINCI is exposed to the risk of fluctuations in interest rates, given: the cash flows connected with net floating rate debt; fixed rate financial instruments recognised in the balance sheet at fair value through profit or loss; derivative financial instruments that are not designated as hedges. These mainly comprise net call option positions of which the maximum loss over the life of the transaction is equal to the premium paid. On the other hand, fluctuations in the value of derivatives designated as cash flow hedges are recognised directly in equity and have no effect on profit or loss. The analysis below has been prepared assuming that the amount of the financial debt and derivatives at 31 December 2012 remains constant over one year. The consequence of a variation in interest rates of 25 basis points at the balance sheet date would be an increase or decrease of equity and pre-tax income for the amounts shown below. For the purpose of this analysis, the other variables are assumed to remain constant.
31/12/2012 Income (in millions) Floating rate debt after hedging (accounting basis) Floating rate assets after hedging (accounting basis) Derivatives not designated as hedges for accounting purposes Derivatives designated as cash flow hedges Total (6.7) 6.8 Impact of sensitivity calculation + 25 bp (18.7) 12.5 (0.5) Impact of sensitivity calculation - 25 bp 18.7 (12.5) 0.6 106.4 106.4 (110.2) (110.2) Equity Impact of sensitivity calculation + 25 bp Impact of sensitivity calculation - 25 bp
23.1.2 Fair value hedges
At the balance sheet date, details of the instruments designated as fair value hedges were as follows:
31/12/2012 (in millions) Receive fixed/pay floating interest rate swap Within 1 year 2.6 Between 1 and 2 years 2.7 Between 3 and 5 years 1,314.0 After 5 years 4,239.3 Notional amount 5,558.7 Fair value 848.3
31/12/2011 (in millions) Receive fixed/pay floating interest rate swap Within 1 year 2.6 Between 1 and 2 years 2.6 Between 3 and 5 years 155.0 After 5 years 4,276.7 Notional amount 4,437.0 Fair value 491.6
These transactions relate mainly to the fixed rate bond issues by ASF, VINCI SA and Cofiroute.
253
23.1.3 Cash flow hedges
The Group is exposed to fluctuations in interest rates on its floating rate debt and may set up floating rate lender/fixed rate borrower swaps designated as cash flow hedges to hedge this risk. Hedging of contractual cash flows The Group has set up interest rate swaps that serve to render interest payments on floating rate debt fixed. Contractual cash flows relating to swaps are paid symmetrically with the hedged interest payment flows. The amount deferred in equity is recognised in profit or loss in the period in which the interest payment cash flow affects profit or loss. Hedging of highly probable cash flows The Group has set up deferred start swaps at ASF with maturities of up to 2016. These serve to fix the interest payments on future issues of debt considered as highly probable. At 31 December 2012, the portfolio of these swaps was 779million. At 31 December 2012, details of the instruments designated as cash flow hedges were as follows:
31/12/2012 (in millions) Receive floating/pay fixed interest rate swap Interest rate options (caps, floors and collars) Interest rate derivatives: hedging of contractual cash flows Interest rate derivatives: hedging of highly probable forecast cash flows (*) Total (*) Receive floating/pay fixed interest rate swap. 249.2 110.6 Within 1 year 35.8 213.3 249.2 Between 1 and 2 years 107.6 3.0 110.6 Between 3 and 5 years 623.5 56.4 680.0 779.0 1,459.0 After 5 years 793.5 793.5 793.5 Notional amount 1,560.5 272.8 1,833.3 779.0 2,612.3 Fair value (248.9) (7.9) (256.7) (57.9) (314.7)
The following table shows the periods in which the Group expects the cash flows associated with the deferred start swaps in place on 31December 2012 to occur:
31/12/2012 Expected cash flows (in millions) Interest rate derivatives designated for accounting purposes as hedges of highly probable cash flows (*) (*) Deferred start floating/fixed rate swap. Fair value (57.9) Within 1 year (57.9) Between 1 and 2 years Between 3 and 5 years After 5 years
The following table shows the periods in which the Group expects the amounts recorded in equity at 31 December 2012 for the instruments designated as cash flow hedges to have an impact on profit or loss:
31/12/2012 Amount recorded in equity of controlled companies (239.3) (139.4) (378.7) Amount recycled in profit or loss Within 1 year (40.7) (42.5) (83.2) Between 1 and 2 years (39.9) (42.3) (82.2) Between 3 and 5 years (110.7) (61.4) (172.1) After 5 years (48.0) 6.8 (41.2)
(in millions) Interest rate derivatives designated for accounting purposes as hedges of contractual cash flows Interest rate derivatives designated for accounting purposes as hedges of highly probable cash flows Total interest rate derivatives designated for accounting purposes as cash flow hedges
At 31December2011, details of the instruments designated as cash flow hedges were as follows:
31/12/2011 (in millions) Receive floating/pay fixed interest rate swap Interest rate options (caps, floors and collars) Interest rate derivatives: hedging of contractual cash flows Interest rate derivatives: hedging of highly probable forecast cash flows (*) Total (*) Receive floating/pay fixed interest rate swap. 575.9 252.6 Within 1 year 567.6 8.2 575.9 Between 1 and 2 years 35.7 216.9 252.6 Between 3 and 5 years 520.1 94.3 614.4 1,199.0 1,813.4 After 5 years 905.3 38.4 943.6 943.6 Notional amount 2,028.6 357.8 2,386.5 1,199.0 3,585.5 Fair value (197.0) (11.8) (208.8) (36.3) (245.0)
254
The following table shows the periods in which the Group expected the cash flows associated with the deferred start swaps in place on 31December2011 to occur:
31/12/2011 Expected cash flows (in millions) Interest rate derivatives designated for accounting purposes as hedges of highly probable cash flows (*) (*) Deferred start floating/fixed rate swap. Fair value (36.3) Within 1 year (12.3) Between 1 and 2 years (23.9) Between 3 and 5 years After 5 years
23.1.4 Description of non-hedging transactions

31/12/2012 (in millions) Interest rate swaps Interest rate options (caps, floors and collars) Interest rate derivatives not designated as hedges for accounting purposes Within 1 year 868.2 1,350.0 2,218.2 Between 1 and 2 years 288.1 130.0 418.1 Between 3 and 5 years 66.3 66.3 After 5 years Notional amount 1,222.6 1,480.0 2,702.6 Fair value 38.1 38.1
31/12/2011 (in millions) Interest rate swaps Interest rate options (caps, floors and collars) Interest rate derivatives not designated as hedges for accounting purposes Within 1 year 1,539.6 655.5 2,195.1 Between 1 and 2 years 16.1 1,350.0 1,366.1 Between 3 and 5 years 380.0 130.0 510.0 After 5 years 0.9 0.9 Notional amount 1,936.6 2,135.5 4,072.1 Fair value 41.7 0.4 42.1
These transactions are mainly swaps or options with short maturities and mirror swaps (symmetrical positions that generate no risk of fluctuation of fair value in the income statement).
23.2 Equity risk
At 31 December 2012, VINCI owned 3.3% of ADP. This shareholding is classified under available-for-sale financial assets. On the basis of the stock market price of the ADP shares at 31 December 2012 (see NoteE.16 Other non-current financial assets), the consequence of an increase or decrease of 10% in the stock market price would have no significant impact on the Groups equity or profit or loss. At 31 December 2012, the Group held 41,102,058 VINCI shares (representing 7.1% of the share capital) acquired at an average price of 40.43. An increase or decrease of the stock market price of these treasury shares would have no impact on the Groups consolidated profit or loss or equity. Regarding assets to cover retirement benefit obligations, a breakdown by asset type is given in NoteE.20.1 Provisions for retirement benefit obligations.
23.3 Foreign currency exchange rate risk

23.3.1 Detail of foreign currency exchange rate derivatives
Transactions to hedge currency risk designed to cover commercial or financial transactions break down as follows:
31/12/2012 (in millions) Cross currency swap Foreign currency exchange rate derivatives: fair value hedges Cross currency swap Forward foreign exchange transactions Foreign currency exchange rate derivatives: hedges of net foreign investments Cross currency swap Forward foreign exchange transactions Foreign currency exchange rate derivatives not designated as hedges for accounting purposes Total foreign currency exchange rate derivative instruments 14.3 58.3 72.6 13.5 19.4 32.9 105.5 59.6 24.5 31.9 56.4 116.0 1.4 320.2 244.4 157.1 1.4 18.4 59.6 Within 1 year Between 1 and 2 years Between 3 and 5 years 161.7 161.7 157.1 After 5 years 226.0 226.0 18.4 Notional amount 387.7 387.7 249.4 58.3 307.7 39.4 51.3 90.7 786.0 Fair value (7.2) (7.2) (9.5) (0.5) (10.0) (0.5) (0.9) (1.4) (18.5)
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31/12/2011 (in millions) Cross currency swap Foreign currency exchange rate derivatives: fair value hedges Cross currency swap Forward foreign exchange transactions Foreign currency exchange rate derivatives: cash flow hedges Cross currency swap Forward foreign exchange transactions Foreign currency exchange rate derivatives: hedges of net foreign investments Cross currency swap Forward foreign exchange transactions Foreign currency exchange rate derivatives not designated as hedges for accounting purposes Total foreign currency exchange rate derivative instruments 3.8 17.4 21.2 52.3 26.3 78.6 42.8 15.9 58.8 158.6 5.0 0.9 5.9 35.3 35.3 9.0 9.0 50.2 0.3 0.3 78.1 78.1 1.3 1.3 79.8 305.6 Within 1 year Between 1 and 2 years Between 3 and 5 years After 5 years 305.6 305.6 Notional amount 305.6 305.6 9.1 18.3 27.4 165.7 26.3 192.0 44.2 24.9 69.1 594.2 Fair value 8.6 8.6 (0.1) (0.3) (0.4) (7.7) 0.1 (7.6) 0.8 (0.9) (0.1) 0.5
23.3.2 Breakdown of long-term debt by currency

Debt breaks down as follows by currency:
(in millions) Euro Swiss franc Yen US dollar Sterling Other currencies Total long-term borrowings 31/12/2012 17,593.6 257.3 124.3 29.6 13.3 52.4 18,070.7 97.4% 1.4% 0.7% 0.2% 0.1% 0.3% 100.0% 31/12/2011 18,505.9 169.3 140.7 27.3 32.9 60.9 18,936.9 97.7% 0.9% 0.7% 0.1% 0.2% 0.3% 100.0%
Generally, the Groups activities in foreign countries are financed by loans in the local currency. Debts in foreign currency of subsidiaries of which the operating currency is the euro (mainly VINCI and ASF) have been hedged at their time of issue and do not generate any exposure to exchange rate risk.
23.3.3 Nature of the Groups risk exposure
74% of VINCIs business is in the eurozone. The Groups exposure to currency risk is therefore limited. Transactions outside the eurozone are generally made in the local currency for permanent establishments and, to a great extent, in euros and dollars, in the case of major export projects. VINCI may find itself exposed to currency risk whenever, in isolated cases, the parent company provides finance to certain foreign subsidiaries, and on cash flows intended to be paid to the parent company. This exposure is generally covered by cross currency swaps or forward exchange transactions. VINCIs foreign currency risk management policy consists of hedging the transactional risk connected with subsidiaries ordinary operations. However, VINCI does not systematically hedge the currency risk connected with its foreign investments, resulting in translation exposure.
23.3.4 Analysis of foreign currency exchange rate risk

(in millions) Currency Closing rate Exposure Hedging Net position
The principal foreign exchange risk exposure was as follows at 31 December 2012:
31/12/2012 US dollar 1.319 183 (122) 61 Swiss franc 1.207 63 (43) 20 (55) (37) Chilean peso 631.729 (55) Ukrainian hryvnia 10.583 (37)
There remains a residual exposure on some assets that have not been designated as hedges. A 10% appreciation of foreign currencies against the euro would have a pre-tax negative impact on the financial statements of 6.8million.
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23.4 Commodity risks
Most of the Groups revenue arises either from contracts that include price revision clauses or under short-term contracts. The risks associated with an increase in commodity prices are therefore generally limited. For major contracts with no price revision clauses, the commodity risks are analysed on a case-by-case basis and managed in particular by negotiating firm price agreements with suppliers and/or through cash-and-carry deals and/or hedging derivatives based on commodity indexes. For its small contracts in France, of which the average length is less than three months and which do not include price revision clauses, Eurovia has set up a policy to manage bitumen price risks by putting in place short-maturity hedging derivatives (swaps of less than three months on average). VINCI uses little unprocessed raw material, other than the aggregates produced and used by Eurovia. In 2012, approximately 37% of Eurovias aggregates came from Group quarries.
23.5 Credit and counterparty risk
VINCI is exposed to credit risk in the event of default by its customers and to counterparty risk in respect of its investments of cash (credit balances at banks, negotiable debt securities, term deposits, marketable securities, etc.), subscription to derivatives, commitments received (sureties and guarantees received), unused authorised credit facilities, and financial receivables. The Group has set up procedures to manage and limit credit risk and counterparty risk. Trade receivables Approximately 35% of consolidated revenue is generated with public sector, or quasi-public sector, customers. Moreover, VINCI considers that the concentration of credit risk connected with trade receivables is limited because of the large number of customers and the fact that they are widely scattered across France and other countries. No customer accounts for more than 10% of VINCIs revenue. In foreign countries and in developing countries, the risk of non-payment is generally covered by appropriate insurance policies (Coface, documentary credit, etc.). Trade receivables are broken down in NoteE.21.2 Breakdown of trade receivables. Financial instruments (cash investments and derivatives) Financial instruments (cash investments and derivatives) are set up with financial institutions that meet the Groups credit rating criteria. The Group has also set up a system of counterparty limits to manage its counterparty risk. Maximum risk amounts by counterparty are defined taking account of their credit ratings as published by Standard & Poors and Moodys. The limits are regularly monitored and updated on the basis of a consolidated quarterly reporting system. The Group Finance Department also distributes instructions to the subsidiaries laying down the authorised limits by counterparty, the list of authorised UCITS (French subsidiaries) and the selection criteria for money market funds (foreign subsidiaries).
257
24. Book and fair value of financial instruments by accounting category

The following table shows the carrying amount and the fair value of financial assets and liabilities in the balance sheet by accounting category as defined in IAS 39:
Accounting categories (1) Assets measured at fair value (fair value option) Fair value Level 2: Level 3: internal internal model model using using nonobservable observable Fair value factors factors of the class 123.4 635.0 198.6 635.0 1,143.5 14,992.7 7.4 18.3 64.6 1,990.8 1,874.4 3,948.0 4,146.7 (10,058.0) 2,575.4 19,346.7 (632.0) 123.4 96.3 2,471.8 (3) 123.4 198.6 123.4 635.0 957.0 1,143.5 14,992.7 7.4 114.5 64.6 4,462.5 1,874.4 6,523.5 23,616.8 (10,690.0) (13,771.2) (111.1) (24,572.4) (590.0) (7,603.6) (860.2) (81.8) (591.1) (860.2) (20,648.4) (1,301.7) 123.4 (1,533.1) (34,299.1) (10,682.2)
31/12/2012
Balance sheet headings and classes of instrument Investments in listed companies Investments in unlisted companies Loans and financial receivables I - Non-current financialassets (2) II - Derivative financial instruments assets III - Trade receivables Loans and collateralised financial receivables Cash management financial assets Financial current accounts, assets Cash equivalents Cash IV - Current financial assets Total assets Bonds Other bank loans and other financial debt Finance lease debt restated V - Long-term financial debt VI - Derivative financial instruments liabilities VII - Trade payables Other current financial liabilities Financial current accounts, liabilities Bank overdrafts VI - Current financial liabilities Total liabilities Total
Financial instruments through profit or loss
Derivatives designated as hedges
Availablefor-sale Liabilities at Total net financial Loans and amortised book value assets receivables cost of the class 198.6 123.4 322.1 635.0 635.0 198.6 123.4 635.0 957.0 1,143.5 14,992.7 7.4 14,992.7 7.4 114.5 64.6 4,462.5 1,874.4 322.1 7.4 15,635.1 (9,915.4) (8,044.2) (111.1) (18,070.7) 6,523.5 23,616.8 (9,915.4) (8,044.2) (111.1) (18,070.7) (590.0) (7,603.6) (860.2) (81.8) (591.1) (1,533.1) (27,797.4) (4,180.6)
Level 1: quoted prices and cash 198.6
276.5
867.0
114.5 64.6 4,462.5 1,874.4 6,516.1 276.5 867.0 6,516.1
(2,919.8) (4) (10,851.5) (12,977.8) (111.1) (11,594.6) (590.0) (7,603.6) (860.2) (81.8) (591.1) (672.9) (13,650.7) (9,504.0)
(239.8)
(350.2)
(7,603.6) (860.2) (81.8) (591.1) (1,533.1)
(239.8) 36.7
(350.2) 516.8 6,516.1 322.1 15,635.1
(27,207.3) (27,207.3)
(1) The Group has no held-to-maturity financial assets. (2) See NoteE.16 Other non-current financial assets. (3) Mainly comprising certificates of deposit, commercial paper, term deposits and short-term notes issued by banks (bons de caisse). (4) Listed price of loans issued by CNA.
The method of measuring the fair value of financial assets and liabilities was not altered in 2012.
258
31/12/2011
Accounting categories (1) Assets measured at Derivatives fair value designated (fair value as hedges option)
Fair value Level 3: Level 2: internal Level 1: internal model using quoted model using nonprices and observable observable Fair value cash factors factors of the class 182.7 123.4 522.9 182.7 522.9 123.4 182.7 123.4 522.9 829.0
Balance sheet headings and classes of instrument Investments in listed companies Investments in unlisted companies Loans and financial receivables I - Non-current financialassets (2) II - Derivative financial instruments assets III - Trade receivables Loans and collateralised financial receivables Cash management financial assets Financial current accounts, assets Cash equivalents Cash IV - Current financial assets Total assets Bonds Other bank loans and other financial debt Finance lease debt restated V - Long-term financial debt VI - Derivative financial instruments liabilities VII - Trade payables Other current financial liabilities Financial current accounts, liabilities Bank overdrafts VIII - Current financial liabilities Total liabilities Total
Financial instruments through profit or loss
Availablefor-sale Liabilities at Total net financial Loans and amortised book value assets receivables cost of the class 182.7 123.4 306.1 522.9 522.9 182.7 123.4 522.9 829.0
227.0
508.4
735.4
735.4
735.4
13,875.8 4.0 122.1 47.5 5,237.3 2,135.1 7,542.0 227.0 508.4 7,542.0 306.1 4.0 14,402.8 (8,024.2) (10,765.9) (146.8) (18,936.9) (185.0) (271.3) (7,625.0) (570.6) (48.8) (858.3) (1,477.7) (185.0) 42.0 (271.3) 237.0 7,542.0 306.1 14,402.8 (28,039.6) (28,039.6)
13,875.8 4.0 122.1 47.5 5,237.3 2,135.1 7,546.0 22,986.2 (8,024.2) (10,765.9) (146.8) (18,936.9) (456.3) (7,625.0) (570.6) (48.8) (858.3) (1,477.7) (28,495.9) (5,509.7) (48.8) (858.3) (907.1) (11,540.2) (8,345.8) 42.3 47.5 786.9 2,135.1 3,011.7 3,194.4 (7,459.8) (3,173.3) (4) (10,633.1)
13,875.8 4.0 79.8 4,450.4 (3)
13,875.8 4.0 122.1 47.5 5,237.3 2,135.1
4,534.3 19,668.4 (437.6) (8,152.1) (146.8) (8,736.5) (456.3) (7,625.0) (570.6)
123.4
7,546.0 22,986.2 (7,897.4) (11,325.4) (146.8) (19,369.6) (456.3) (7,625.0) (570.6) (48.8) (858.3)
(570.6) (17,388.4) 2,279.9 123.4
(1,477.7) (28,928.6) (5,942.4)
(1) The Group has no held-to-maturity financial assets. (2) See NoteE.16 Other non-current financial assets. (3) Mainly comprising certificates of deposit, commercial paper, term deposits and short-term notes issued by banks (bons de caisse). (4) Listed price of loans issued by CNA.
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F.
25.1
Notes on the main features of concession and PPP contracts

Main features of concession contracts
Control and regulation of prices by concession grantor ASF group ASF 2,714 km of toll motorways, of which 21km at project stage (France) Pricing law as defined in the concession contract. Price increases subject to agreement by grantor Infrastructure returned to grantor for no consideration at the end of the contract unless purchased before term by the grantor on the basis of the economic value Infrastructure returned to grantor for no consideration at the end of the contract unless purchased before term by the grantor on the basis of the economic value Infrastructure returned to grantor for no consideration at the end of the contract unless purchased before term by the grantor on the basis of the economic value Infrastructure returned to grantor for no consideration at the end of the contract unless purchased before term by the grantor on the basis of the economic value Infrastructure returned to grantor at end of concession for no consideration Remuneration paid by
25. Controlled subsidiaries concession contracts intangible asset model

The main features of contracts for concessions operated by controlled subsidiaries and accounted for using the intangible asset model are as follows:
Grant or guarantee from concession grantor Residual value Concession end date Accounting model
Motorway and road infrastructure (including bridges and tunnels)
Users
Nil
2033
Intangible asset
Escota 459 km of toll motorways (France)
Pricing law as defined in the concession contract. Price increases subject to agreement by grantor
Users
Nil
2027
Intangible asset
Cofiroute Pricing law as defined in the concession contract. Price increases subject to agreement by grantor
Intercity network 1,100 km of toll motorways (France)
Users
Nil
2031
Intangible asset
A86 Duplex 11 km toll tunnel (France)
Users
Nil
2086
Intangible asset
Other concessions Arcour (A19) 101 km of toll motorways (France) Pricing law as defined in the concession contract. Price increases subject to agreement by grantor Users Investment grant 2070 Intangible asset
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Control and regulation Remuneration of prices by concession paid by grantor Parking facilities VINCI Park 356,726 parking spaces in 164 towns under 366 Indexed maximum prices Users concession contracts generally set in contracts (France and other European countries) Airports Socit Concessionnaire Aroports du Grand Ouest (France) Cambodia Airports (SCA) Phnom Penh, Siem Reap and Sihanoukville airports (Cambodia) Stadiums Consortium Stade de France Nil Events organiser and/or final customer + miscellaneous revenue Regulated air tariffs. Unregulated non-air revenue
Grant or guarantee from concession grantor
Residual value
Concession end date or average duration
Accounting model
If applicable, grants for equipment or operating grants and/or Nil guaranteed revenue paid by grantor
26 years (weighted average remaining period of concession contracts)
Intangible asset and/or financial asset
Users, airlines
Investment grant agreed under the concession contract for the construction of the new Notre Dame des Landes Airport
Infrastructure returned to grantor at end of concession for no consideration
2065
Intangible asset
Users, airlines
Nil
2040
Intangible asset
Investment grant + compensation for absence of resident club
2025
Intangible asset
25.2 Commitments made under concession contracts intangible asset model

Contractual investment, renewal or financing obligations
(in millions) ASF/Escota Cofiroute VINCI Park Socit Concessionnaire Aroports du Grand Ouest Other Total 31/12/2012 1,869.9 837.8 52.6 388.5 135.3 3,284.1 31/12/2011 2,429.5 906.4 64.4 350.4 24.9 3,775.6
Contractual capital investment obligations for ASF and Escota relate in particular to the relief section on the A9 near Montpellier and the green motorway package. Cofiroutes contractual capital investment obligations comprise the green motorway package and the investments provided for under the 20112014 master plan. The above amounts do not include obligations relating to maintenance expenditure on infrastructure under concession. The investments by motorway concession companies (ASF, Escota, Cofiroute and Arcour) are financed by issuing bonds on the markets, taking out new loans from the European Investment Bank (EIB) or drawing on their available credit facilities. Collateral security connected with the financing of concessions Some concession operating companies have given collateral security to guarantee the financing of their investments in concession infrastructure. These break down as follows:
(in millions) Arcour VINCI Park (*) Other concession operating companies (*) Including shares in subsidiaries pledged to guarantee a bank loan of 500million taken out at the end of June 2006. Start date 2008 2006 End date 2045 2026 Amount 600.0 385.2 109.7
This finance is without recourse against VINCI SA.
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26.
26.1
Controlled subsidiaries concession and PPP contracts financial asset model and bifurcated model
Main features of concession and PPP contracts financial asset model and/or bifurcated model
The features of the main concession or public-private partnership contracts operated by controlled subsidiaries and accounted for using the financial asset and/or bifurcated model are shown below:
Control and regulation Remuneration of prices by concession paid by grantor Parking facilities Park Azur Car rental firm business complex, Nice-Cte dAzur airport (France) Stadiums Stade du Mans (Le Mans stadium, France) Pricing schedule approved by grantor Ticket + resident club receipts + Investment grant and miscellaneous operating grant revenue Infrastructure returned to grantor at the end of 2043 the contract for no consideration Bifurcated: intangible asset and financial asset Rent paid by car rental companies as set in concession contract and guaranteed by grantor Grantor and car rental companies. Sale of Investment grant and solar panel-generated operating grant electricity Infrastructure returned to grantor at end of concession for no consideration 2040 Bifurcated: intangible asset and financial asset Grant or guarantee from concession grantor Residual value Concession end date Accounting model
26.2 Commitments made under concession and PPP contracts financial asset model and bifurcated model
Contractual investment, renewal or financing obligations Under their concession and PPP contracts, Group subsidiaries have undertaken in some cases to carry out investments. At 31 December 2012, these concession companies had no investment, renewal or financing obligations. Public-private partnership project companies receive a guarantee of payment from the concession grantor in return for their investments. Collateral security connected with the financing of PPPs Some companies have given collateral security to guarantee the financing of their investments relating to infrastructure under concession. These break down as follows:
(in millions) Car rental firm business complex, Nice-Cte dAzur airport Start date 2008 End date 2036 Amount 37.5
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27. Concession and PPP contracts of companies accounted for under the equity method
27.1
The features of the main concession or public-private partnership contracts operated by companies accounted for under the equity method are shown below:
Control and regulation Remuneration of prices by concession paid by grantor Motorway and road infrastructure (including bridges and tunnels) A4 Horselberg A-Modell (45 km, Germany) A5 Malsch/Offenburg A-Modell (60 km to be renovated, including 41.5 km to be widened to 2x3 lanes) (Germany) A9 Sixlane A-Modell (46.5 km, Germany) SMTPC Urban road tunnel for light vehicles in Marseille (France) Tunnel Prado Sud (TPS) Urban road tunnel for light vehicles in Marseille (France) Inflation-linked price increases based on the 2007 toll level (excluding increases decided by grantor) Heavy vehicle users through the tolls levied Investment grant by grantor Infrastructure returned to grantor at end of concession for no consideration Grant or guarantee from concession grantor Concession end date
Main features of concession and PPP contracts
Residual value
Accounting model
2037
Intangible asset
Inflation-linked price increases based on the Heavy vehicle users 2009 toll level (excluding through the tolls levied Nil increases decided by by grantor grantor) Annual fee paid by grantor (with no traffic level risk) Inflation-linked price increases
Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration
2039
Intangible asset
Grantor
Investment grant
2031
Financial asset
Users
Nil
2025
Intangible asset
Inflation-linked price increases
Users
Investment grant
2055
Intangible asset
Coentunnel Construction of a road tunnel alongside an existing Fee paid by grantor (with Grantor tunnel and adjacent no traffic level risk) motorways in Amsterdam (Netherlands) Hounslow Rehabilitation and maintenance of roadways, traffic signs and lighting (UK) Isle of Wight Rehabilitation and maintenance of roadways, traffic signs and lighting (UK) Lusoponte Bridges on the River Tagus in Lisbon, 25 April bridge and Vasco da Gama bridge (Portugal) Gefyra Toll bridge in the Gulf of Corinth, between Rion and Antirion (Greece) Fee paid by grantor (with Grantor no traffic level risk)
Investment grant
2037
Financial asset
Nil
2037
Financial asset
Annual fee paid by grantor (with no traffic level risk)
Grantor
Investment grant
2038
Financial asset
Inflation-linked price increases
Users
Investment grant and balancing concession compensation paid each year
2030
Intangible asset
Pricing law as defined in the concession contract. Price increases linked to Users price index and subject to agreement by grantor Annual fee paid by grantor (with no traffic level risk) Inflation-linked price increases based on the toll level at 1January (excluding increases decided by grantor)
Grant for construction paid by grantor
Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration
2039
Intangible asset
Granvia (R1 Expressway) (Slovakia)
Grantor
Nil
2041
Financial asset
MoscowSt Petersburg motorway (43.3 km, Russia) Railway infrastructure South Europe Atlantic high-speed rail line High-speed rail link between Tours and Bordeaux (302 km) (France)
Users
Investment grant
2040
Intangible asset
Inflation-linked price increases on the basis of the level of tolls in July 2009
Pricing law defined in the concession contract (on the basis of train kilometre and slot kilometre)
Investment grant paid by concession grantor and local authorities
2061
Bifurcated model: intangible asset and financial asset
263
Rhonexpress Express rail link between Lyon Part Dieu station and Saint Exupry Airport (France) GSM-Rail Rail-based telecommunications network (France) Liefkenshoek Tunnel 16.2 km underground rail link in the port of Antwerp (Belgium) Stadiums Stade Bordeaux Atlantique (France) Nice Eco Stadium (France)
Price increases set out in the contract; fee paid by Users and grantor grantor
Investment grant
Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration Infrastructure returned to grantor at end of concession for no consideration
2038
Bifurcated model: intangible asset and financial asset
Fee paid by grantor (with Grantor no traffic level risk)
Nil
2025
Financial asset
Fee paid by grantor (with Grantor no traffic level risk)
Investment grant
2050
Financial asset
Rent paid by grantor and ancillary revenue Grantor, private (including naming partners agreement) Rent paid by grantor and ancillary revenue Grantor, private (including naming partners agreement)
Investment grant
2045
Bifurcated model: intangible asset and financial asset Bifurcated model: intangible asset and financial asset Bifurcated model: intangible asset and financial asset
Investment grant
2040
Rent paid by grantor and Socit Dunkerque Arena ancillary revenue Grantor, private (France) (including naming partners agreement)
Investment grant
2040
27.2
Commitments made under concession and PPP contracts of companies accounted for under the equity method
The commitments made under concession and PPP contracts of companies accounted for under the equity method are included in NoteE.15.3 Commitments made in respect of companies accounted for under the equity method.
G. Other notes
28. Related party transactions
Related party transactions are: remuneration and similar benefits paid to members of the governing and management bodies; transactions with companies in which VINCI exercises significant influence or joint control. Transactions with related parties are undertaken at market prices.
28.1
The remuneration of the Groups company officers is determined by the Board of Directors following proposals from the Remuneration Committee. The table below shows the remuneration and similar benefits, on a full-year basis, granted by VINCI SA and the companies that it controls to persons who, at the balance sheet date are (or, during the period, have been), members of the Groups governing bodies and Executive Committee. The corresponding amounts have been recognised and expensed in 2011 and 2012 as follows:
Members of governing bodies and the Executive Committee (in thousands) Remuneration Employers social charges Post-employment benefits Termination benefits Share-based payments (*) Directors fees (*) This amount is determined in accordance with IFRS 2 and as described in NoteE.19 Share-based payment. 2012 10,809.7 5,468.2 1,961.3 1,150.0 6,488.2 956.8 2011 10,398.8 5,056.5 1,845.5 5,969.6 999.6
Remuneration and similar benefits paid to members of the governing and management bodies
The variable portion relating to 2012 is an estimate, for which a provision has been taken in the period. The aggregate amount of retirement benefit obligations (contractual lump sums payable on retirement and any supplementary defined benefit plans) in favour of members of the Groups governing bodies and Executive Committee amounted to 49,383,000 at 31 December 2012 (37,339,000 at 31December2011).
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28.2 Other related parties
The information on companies accounted for under the equity method is given in NoteE.15.2 Financial information on companies accounted for under the equity method. Qatari Diar Real Estate Investment Company (Qatari Diar) owns 5.5% of VINCI. VINCI Construction Grands Projets and Qatari Diar jointly own Qatari Diar VINCI Construction (QDVC), which is accounted for under the equity method. This companys corporate object is the development of construction activities in Qatar and international markets. In 2012, its revenue was 246million. Group companies can also carry out work for principals in which Qatari Diar may have a shareholding. Lastly, the Group has normal business relations with companies in which members of the VINCI Board of Directors are senior executives or directors.
29.
29.1
Contractual obligations and other off-balance sheet commitments

Contractual obligations and other commitments made and received break down as follows:
Contractual obligations
(in millions) Operating leases Purchase and capital expenditure obligations (*) VINCI Park fixed fees (*) Excluding capital investment obligations under concession contracts (see NoteF. Notes on the main features of concession and PPP contracts). 31/12/2012 1,163.0 158.7 179.3 31/12/2011 983.5 170.9 166.5
Operating lease commitments amounted to 1,163million at 31 December 2012 (983.5million at 31December2011). Of this, 764.3million was for property (626.1million at 31December2011), 342.7million for movable items (300million at 31December2011) and 56million for quarrying rights (57.4million at 31December2011). The purchase and capital expenditure obligations mentioned above relate mainly to VINCI Immobilier and Eurovia. Commitments in respect of VINCI Park fixed fees related to rent paid to grantors during the contract period. The breakdown by maturity of contractual obligations is as follows:
Payments due by period (in millions) Operating leases Purchase and capital expenditure obligations (*) VINCI Park fixed fees (*) Excluding investment obligations related to concession and PPP contracts. Total 1,163.0 158.7 179.3 Within 1 year Between 1 and 5 years 339.2 133.2 30.8 617.9 19.5 60.1 After 5 years 205.9 6.0 88.5
29.2
Other commitments made and received

(in millions) Collateral security Joint and several guarantees covering unconsolidated partnerships (*) Other commitments made (received) (*) Groups share of a total commitment of 139.6million at 31 December 2012 (123.6million at 31December2011). 31/12/2012 74.7 64.5 147.5 31/12/2011 102.9 56.2 335.5
Collateral securities (mortgages and collateral for finance) In addition to commitments in connection with concession contracts, collateral security may be given. This relates mainly to mortgage guarantees given by Eurovia on assets in Poland. Joint and several guarantees covering unconsolidated partnerships (SNCs, Economic Interest Groupings, etc.) Part of VINCIs business in the Construction and Roads business lines is conducted through unincorporated joint venture partnerships (SEPs), in line with industry practice. In partnerships, partners are legally jointly and severally liable for that entitys debts to non-Group companies, without limit. In this context, the Group may set up crossed counter guarantees with its partners. Whenever the Group is aware of a particular risk relating to a joint venture partnerships activity, a provision is taken in the consolidated financial statements.
265
The amount shown under off-balance sheet commitments in respect of joint and several guarantees is the Groups share of the liabilities of the partnerships in question less equity and financial debt (loans or current account advances) due to partners. Given in particular the quality of its partners, the Group considers that the risk of its guarantee being invoked in respect of these commitments is negligible. The commitments made and received by the Group in connection with concession contracts, construction contracts and items connected with unrecognised retirement benefit obligations are shown in the following notes: E.15.3 Commitments made in respect of companies accounted for under the equity method; E.17.2 Commitments made and received in connection with construction contracts; E.20.1 Provisions for retirement benefit obligations; F.25.2 Commitments made under concession contracts intangible asset model; F.26.2 Commitments made under concession and PPP contracts financial asset and bifurcated models.
30.
Statutory Auditors fees

As recommended by the AMF, this table includes only fully consolidated companies.
Deloitte & Associs network (in millions) Audit Statutory audit VINCI SA Fully consolidated subsidiaries Directly linked services and work VINCI SA Fully consolidated subsidiaries Subtotal, audit Other services Legal, tax and employment Other Subtotal, other services Total 0.1 0.1 0.2 9.1 2% 1% 2% 100% 0.2 0.2 10.2 2% 0% 2% 100% 0.2 0.2 9.0 3% 0% 3% 100% 0.2 0.2 9.5 2% 0% 2% 100% 7.6 0.4 7.2 1.3 0.4 0.9 8.9 83% 4% 79% 15% 4% 10% 98% 8.5 0.4 8.1 1.5 0.4 1.1 10.0 84% 4% 80% 15% 4% 10% 98% 8.1 0.4 7.7 0.7 0.3 0.4 8.8 90% 4% 86% 7% 3% 4% 97% 8.8 0.4 8.4 0.5 0.2 0.3 9.3 93% 4% 89% 5% 2% 3% 98% 2012 % 2011 % 2012 KPMG network % 2011 %
H. Noteon litigation
The companies comprising the VINCI Group are sometimes involved in litigation arising from their activities. The related risks are assessed by VINCI and the subsidiaries involved on the basis of their knowledge of the cases, and provisions are taken in consequence. The main disputes in progress at the date of this document were as follows: On 12 February 2010, the Conseil Rgional dIle-de-France the regional authority for the Greater Paris area applied to the Paris Court of First Instance (Tribunal de Grande Instance) for a ruling against 15 companies, of which several are members of the VINCI Group, and 11 natural persons, some of whom are or have been VINCI Group employees, ordering them to pay a sum corresponding to the damage it claims to have suffered. The total amount claimed is 232million plus interest from 7 July 1997. In March 2011, the judge ordered the regional authority to make its claim more precise and divide it into sub-dossiers, one for each contract. In an order dated 31 May 2012, the judge decided to divide the proceedings in order to deal with the defendants strike-out applications first, and with the substantive issues second, ordering the parties to attend a case management hearing. This application by the regional authority was further to a judgment by the Paris Appeal Court on 27 February 2007 against various natural persons finding them guilty of operating a cartel as well as to the decision on 9May 2007 by the Conseil de la Concurrence(*) (competition authority) and the ruling of the Paris Court of Appeal of 3 July 2008 imposing penalties on the enterprises for anti-competitive practices between 1991 and 1996 in connection with the programme to renovate secondary educational establishments in the Greater Paris region. At 31 December 2012, the Group continued to treat this risk as a contingent liability that it is not in a position to measure.
(*) Now known as the Autorit de la Concurrence.
266
King County, the county seat of which is Seattle, Washington, is in dispute with a consortium in which VINCI Construction Grands Projets has a 60% share, the purpose of which is to perform a contract for the construction of two underground tunnels known as Brightwater Central. Because of particularly difficult geotechnical conditions and changes to the initial contract terms, it was not possible to complete the work as set out in the contract, and this resulted in delays and cost overruns. As a result, King County decided to complete one of the tunnels using another company that had a tunnel boring machine using a technology different from that of the tunnel boring machine that the consortium was contractually obliged to use. King County initiated proceedings before the King County Superior Court in Seattle in order to obtain compensation for the cost of completing the work, and for damage that it claims to have suffered. The consortium, meanwhile, is claiming compensation for the cost overruns arising from the work. A hearing took place before a jury which, on 20 December 2012, decided that the consortium should pay $155million to King County and that King County should pay $26million to the consortium. The King County Superior Court must now deliver its judgment to formalise the jurys decision. It will be possible to appeal against this judgment before the Washington State Court of Appeals. The Group, noting the jurys findings, considers that in view of the current situation, this dispute is unlikely to have a material effect on its financial situation.
In March 2010, the Seine Maritime dpartement applied to the Rouen Administrative Court to order Eurovia Haute-Normandie to pay 70.7million, corresponding to the value of tenders awarded in 1988, 1993 and 1998, which the dpartement is asking the Court to declare null and void on the grounds of anti-competitive practices preceding their award. By an order dated 21 June 2012, the chairman of the Conseil dEtats disputes division referred the matter to the Orlans Administrative Court. This action by Seine Maritime follows a decision made by the Rouen Court of Appeal on 14 December 2009, confirming a judgment of the Rouen Criminal Court dated 11 September 2008, in which the companies were ordered to pay 4.9million to compensate for the material damage suffered by the dpartement. These decisions were themselves consecutive to a decision of the Conseil de la Concurrence (*) of 15 December 2005 imposing sanctions on six companies, including Eurovia Haute-Normandie, for anti-competitive practices committed between 1991 and 1998 with respect to tenders for the supply and application of bitumen coatings, which was confirmed on appeal by the Paris Court of Appeal on 30January 2007. In view of the current situation, the Group considers that this dispute will not have a material effect on its financial situation.
SNCF initiated proceedings in the Paris Administrative Court on 14 March 2011 against eight construction companies, including several Group subsidiaries, seeking 59.4million for damages it claims to have suffered as a result of contracts formed in 1993 relating to the construction of civil engineering structures at the Magenta and Saint Lazare Condorcet railway stations. These proceedings followed a ruling made by the Conseil de la Concurrence (*) on 21 March 2006. In view of the current situation, the Group considers that this dispute will not have a material effect on its financial situation.

Eurovia CS, a subsidiary of Eurovia in the Czech Republic, together with a number of non-Group companies, are the subject of several claims made by the Czech Republics Road and Motorway Directorate (RMD). These claims relate to works carried out between 2003 and 2007 in the context of construction of the D47 motorway. At the end of 2012, the RMD initiated arbitration and court proceedings challenging (i) the inflation coefficients used for the purposes of reviewing the price of the works; and (ii) the payment of various sums in respect of defective workmanship which, according to the RMD, affected the roads and engineering structures built. The construction companies formally contest the basis for these claims and their amount, which totals 2.9billion Czech Koruna (Eurovia CSs share is 2.2billion Czech Koruna, or about 87million). The Group has decided to treat this risk as a potential liability which it is not in a position to quantify. The following litigation ended in 2012:
VINCIs subsidiary CBC built a hotel in Bratislava (Slovakia) for Intertour, part of whose equity it held. The transaction was financed through promissory notes issued by Intertour and discounted on a non-recourse basis by CBC with a French bank, which had counter-guarantees from foreign financial institutions. After Intertour defaulted on its payments, VTB Bank France sued CBC claiming damages of 24million on the basis of alleged responsibility in connection with the invalidity of the guarantees issued by the foreign financial institutions in this French banks favour. This suit was rejected by the Paris Commercial Court in a ruling dated 13 March 2009. The decision was upheld by the Paris Appeal Court on 15 March 2012. VTB Bank France, which had appealed to the final court of appeal (the Cour de Cassation) against this decision, withdrew its appeal on 16 October 2012. As a result, the Group considers that this matter will have no impact on its financial position. After the decision by the Constitutional Court of 11 February 2011 which declared the act of 11 December 1996 validating the Stade de France concession as unconstitutional there is no longer any dispute relating to this decision as regards the Stade de France, which is operated by Consortium Stade de France (in which the Group owns a 66.6% stake). To the Companys knowledge, there are no other disputes or matters submitted to arbitration (including any proceedings known to the Company, pending or with which it is threatened) that are likely to have, or have had in the last 12 months, a material effect on the business, financial performance, net assets or financial situation of the Company or Group.
(*) Now known as the Autorit de la Concurrence.
267
I.
31.

Appropriation of 2012 net income
The Board of Directors finalised the consolidated financial statements for the year ended 31 December 2012 on 5 February 2013. These financial statements will only become definitive when approved by the Shareholders General Meeting. A Resolution will be put to the Shareholders Ordinary General Meeting for the payment of a dividend of 1.77 per share in respect of 2012. Taking account of the interim dividend already paid in November 2012 (0.55 per share), the final dividend will be 1.22 per share.
32.
32.1
Other post balance sheet events

In January 2013, as part of its EMTN programme, ASF issued 700million of 10-year bonds paying an annual coupon of 2.875%.
ASF bond issue as part of its EMTN programme
32.2 VINCI selected to acquire ANA, the Portuguese airport concession company
On 27 December 2012, VINCI Concessions was selected by the Portuguese government to acquire ANA, the holder of a 50-year concession to operate the countrys 10 airports: Lisbon, Porto, Faro and Beja on the mainland; Ponta Delgada, Horta, Flores and Santa Maria in the Azores; and Funchal and Porto Santo in Madeira. ANA constitutes a group of high quality airports that handled 30million passengers in 2011 and has a large proportion of international business. Passenger numbers have increased at an annual average of over 4% over the past 10 years. The Lisbon hub handles a quarter of all traffic between Europe and Brazil, while traffic to Portuguese-speaking Africa (Angola and Mozambique) is seeing strong growth. In addition to managing airport facilities, ANAs operations include retail activities, ground handling services, and safety and security. Through the acquisition of ANA, VINCI Concessions subsidiary VINCI Airports will become a significant international player in airport concessions, with 23 airports managed in Portugal, France and Cambodia. These airports handle 40million passengers a year, including a European hub in Lisbon with over 15million passengers. VINCI Airports will have revenue of around 600million and Ebitda of more than 270million. The transaction is expected to complete in the second quarter of 2013, and is subject to prior approval by the European competition authorities.
268
J.
List of the main consolidated companies at 31 December 2012

Controlled companies
CC: controlled companies
31 December 2012 Consolidation method 1. CONCESSIONS VINCI Autoroutes Autoroutes du Sud de la France (ASF) Escota Openly (operator of the Lyon northern bypass) Cofiroute Cofiroute Corporation (USA) Cofiroute UK (UK) Arcour (A19) VINCI Concessions Stadiums Consortium Stade de France Le Mans Stadium VINCI Airports Socit Concessionnaire de lAroport de Pochentong - SCA (Cambodia) SCAGO - Grand Ouest airport SEAGI - Grenoble airport SEACA - Chambry airport SEACFA - Clermont Ferrand airport SEAQC - Quimper-Cornouaille airport Parkazur (car rental firm business complex at Nice-Cte dAzur airport) VINCI Park VINCI Park France VINCI Park Services VINCI Park CGST Sepadef (Socit dExploitation des Parcs de la Dfense) VINCI Park Belgium VINCI Park Services Canada VINCI Park Espaa VINCI Park Services Ltd (UK) VINCI Park Services Luxembourg VINCI Park Deutschland GmbH VINCI Park Services Russie Meteor Parking Ltd Others and holding companies Lucitea (public lighting in Rouen, France) VINCI Concessions SA 2. CONTRACTING VINCI Energies VINCI Energies France Santerne Nord Picardie Infra Santerne Nord Tertiaire Cegelec Nord Industrie (*) Cegelec Nord Tertiaire (*) Entreprise Demouselle Mangin Egly Entreprises Imhoff Cegelec Lorraine Alsace (*) Enfrasys Cegelec Rseaux Centre-Est (*) (*) Change related to the legal and operational reorganisation of Cegelecs scope within VINCI Energies. CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC 100.00 CC CC CC 100.00 100.00 100.00 CC CC 100.00 100.00 CC CC 100.00 100.00 CC CC 100.00 100.00 CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 70.00 85.00 99.00 99.00 99.00 99.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 70.00 85.00 99.00 99.00 99.00 99.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC 66.67 100.00 CC CC 66.67 100.00 CC CC CC CC CC CC CC 100.00 99.29 100.00 83.33 83.33 83.33 100.00 CC CC CC CC CC CC CC 100.00 99.29 100.00 83.33 83.33 83.33 100.00 31December2011 VINCIs percentage holding VINCIs percentage holding Consolidation method
269
31 December 2012 Consolidation method Cegelec Loire Auvergne (*) Santerne Marseille Cegelec Industrie Sud-Est (*) Cegelec Infra Tertiaire Sud-Est (*) Cegelec Toulouse (*) Cegelec Pau (*) Cegelec Bordeaux (*) Cegelec IBDL (*) Cegelec Loire Ocan (*) Cegelec Infra Bretagne (*) Cegelec Portes de Bretagne (*) Masselin nergie Cegelec Haute Normandie (*) Cegelec Basse Normandie (*) Saga Entreprise Interact Systmes le-de-France Actemium Process Automotive SDEL Infi Cegelec Paris (formerly CLR) (*) Lefort Francheteau Phibor Entreprises Santerne IDF Tunzini SDEL Tertiaire Cegelec Tertiaire IdF (*) Tunzini Protection Incendie Cegelec Nuclaire Sud-Est (*) Entreprise dlectricit et dquipement (Nmes) SDEL Elexa SDEL Contrle Commande Graniou Azur Santerne Centre-Est Tlcommunication Santerne Toulouse Graniou le-de-France IMOPTEL Synerail Construction VINCI Energies GSS Cegelec GSS - Energy (*) Cegelec GSS - CEM (*) Cegelec GSS - CNDT (*) Cegelec GSS - Oil & Gas (*) Cegelec AS (Czech Republic) Cegelec GSS - Mobility (*) Cegelec SPACE SA Cegelec GSS - Cigma CSM (*) VINCI Energies International VINCI Energies UK (UK) Emil Lundgren AB (Sweden) Spark Iberica (Spain) Sotcnica (Portugal) Tecuni (Spain) Emil Lundgren SKANE AB (Sweden) Cegelec S.A. (Brazil) Cegelec (Morocco) Controlmatic (Germany) Cegelec Deutschland GmbH (Germany) NK Networks & Services (Germany) BEA Technische Dienste Lausitz (Germany) Calanbau Brandschutzanlagen (Germany) G+H Isolierung (Germany) G+H Schallschutz (Germany) (*) Change related to the legal and operational reorganisation of Cegelecs scope within VINCI Energies. CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 80.00 100.00 100.00 100.00 98.70 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
31December2011 VINCIs percentage holding 100.00
VINCIs percentage holding Consolidation method 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.95 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 60.00 CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
99.95
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 60.00
CC CC
100.00 100.00
CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
100.00 100.00 100.00 80.00 100.00 100.00 100.00 98.70 100.00 100.00 100.00 100.00 100.00 100.00 100.00
270
31 December 2012 Consolidation method G+H Fassadentechnik (Germany) Isolierungen Leipzig (Germany) GA Gruppe (Germany) Graniou Atem (Poland) Tiab (Romania) P.T Indokomas Buana Perkasa (Indonesia) Etavis AG (Switzerland) Etavis Kriegel + Schaffner AG (Switzerland) Promatic-B (Belgium) Plant Solutions Zuid-Oost (Netherlands) Cegelec SA (Belgium) Cegelec BV Netherlands (Netherlands) VINCI Facilities Energilec Opteor IDF Tertiaire Arteis Cegelec Missenard (*) Faceo Scurit Prvention Faceo FM Faceo Belgium Faceo FM UK Bauunternehmung Ehrenfels GmbH G+H Innenausbau G+H Kuhllager und Industriebau SKE Support Services GmbH SKE Facility Management GmbH STINGL GmbH SKE Technical Services GmbH VINCI Facilities GmbH Eurovia Eurovia France Eurovia Eurovia Management Eurovia Stone EJL Nord Eurovia Picardie Eurovia Pas-de-Calais Eurovia le-de-France EJL le-de-France Valentin Eurovia Haute-Normandie Matriaux Routiers Franciliens Eurovia Centre-Loire Eurovia Bretagne Eurovia Atlantique Eurovia Basse-Normandie Carrires de Luch Carrires de Chaillou Eurovia Poitou-Charentes-Limousin Eurovia Aquitaine Eurovia Midi-Pyrnes Carrires Klber Moreau Eurovia Mditerrane Durance Granulats Eurovia Dala Eurovia Alpes Eurovia Lorraine Eurovia Alsace-Franche-Comt Eurovia Bourgogne Eurovia Champagne-Ardenne Emulithe (*) Change related to the legal and operational reorganisation of Cegelecs scope within VINCI Energies. CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 89.97 100.00 55.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC CC CC CC CC CC
31December2011 VINCIs percentage holding 100.00 100.00 100.00 89.48 99.72 100.00 100.00 100.00 100.00 100.00 100.00
VINCIs percentage holding Consolidation method 100.00 100.00 100.00 100.00 91.74 99.72 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC CC CC CC CC
CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 89.97 100.00 55.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
271
31 December 2012 Consolidation method Eurovia International Eurovia Teerbau (Germany) Eurovia VBU (Germany) Eurovia Beton GmbH (Germany) Eurovia Industrie GmbH (Germany) Elbekies (Germany) Ringway Infrastructure Services Ltd (UK) Eurovia Infrastructure Ltd. (UK) Eurovia CS (Czech Republic) Eurovia Kamenolomy CZ (Czech Republic) Eurovia SK (Slovakia) Hubbard Construction (USA) Blythe Construction (USA) Construction DJL (Canada) Blacktop (Canada) Bitumix (Chile) Eurovia Polska (Poland) Eurovia Kruszywa (Poland) Eurovia Belgium (Belgium) Caraib Moter (Martinique) Carrires Unies de Porphyre SA (CUP) (Belgium) Viarom Construct SRL (Romania) Granvia Construction s.r.o (Slovakia) Probisa Vias y Obras (Spain) J.L.Polynsie (Polynesia) Carmacks Entreprise (Canada) NAPC Limited (India) Probisa Chile SKBB - SAND + KIES Union GmbH Berlin-Brandenburg (Germany) Eurovia other activities Eurovia Beton Signature Industrie Europenne de Travaux Ferroviaires ETF-Eurovia Travaux Ferroviaires Signature SAS SAR - Socit dApplications Routires Cardem VINCI Construction VINCI Construction France Sicra le-de-France Bateg Campenon Bernard Construction Campenon Bernard Industrie Socit dIngnierie et de Ralisation de Construction GTM Btiment Dumez le-de-France Petit Lain Delau Sogea Nord-Ouest Sogea Nord-Ouest TP Sogea Centre GTM Normandie Centre Sogea Atlantique BTP Bourdarios GTM Sud-Ouest TPGC Sogea Caroni Sogea Picardie GTM Btiment et Gnie Civil de Lyon Les Travaux du Midi Campenon Bernard Sud-Est Sogea Sud CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.19 100.00 100.00 100.00 100.00 50.10 100.00 100.00 100.00 74.50 100.00 96.36 100.00 100.00 82.99 100.00 100.00 50.10 65.40
31December2011 VINCIs percentage holding 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.19 100.00 100.00 100.00 100.00 50.10 100.00 100.00 100.00 74.50 100.00 96.36 100.00 100.00 82.99
VINCIs percentage holding Consolidation method CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
CC CC
50.10 65.40
CC CC CC CC CC CC CC
100.00 65.00 100.00 100.00 65.00 65.00 100.00
CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
272
31 December 2012 Consolidation method GTM Sud Dumez Mditerrane Chantiers Modernes BTP (*) Sobea Environnement (**) Chantiers Modernes Construction (*) Sogea le-de-France Hydraulique (**) Botte Fondations EMCC VINCI Environnement Sogea Sud-Ouest Hydraulique Sogea Travaux Publics et Industries en le-de-France Dumez Sud GTM TP le-de-France Compagnie dEntreprises CFE (Belgium) BPC, Amart, Nizet, Van Wellen, CLE, CLI, Engema, BPI, Vanderhoydonck, CFE Polska, CFE Hungary, VMA CFE Nederland Sogea-Satom Sogea-Satom and its subsidiaries (various African countries) VINCI Construction overseas France subsidiaries SBTPC (Reunion Island) Sogea Mayotte Sogea Runion GTM Guadeloupe Dumez-GTM Caldonie Nofrayane (French Guiana) Soletanche Freyssinet Agra Foundations Bachy Soletanche Group Ltd. (Hong Kong) Bachy Soletanche Ltd. (UK) Bachy Soletanche Singapore Pte Ltd. Cimesa (Mexico) Freyssinet Australia Freyssinet France Freyssinet International et Cie Freyssinet UK March Construction Ltd MCCF Menard Nicholson Construction Company Inc. (USA) Nuvia Ltd. (UK) Roger Bullivant Soletanche Bachy France Soletanche Bachy Pieux SAS (France) The Reinforced Earth Cy - RECO (USA) Terre Arme VINCI plc (UK) VINCI Construction UK VINCI Investment Ltd Taylor Woodrow Construction VINCI Construction Grands Projets Entrepose Contracting Spiecapag Geocean Entrepose Services Entrepose Projets (*) Transfer of business from Chantiers Modernes BTP to Chantiers Modernes Construction. (**) Transfer of business from Sobea Environnement to Sogea le-de-France Hydraulique. CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 55.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CC 100.00 CC CC CC CC CC CC CC CC CC CC CC CC 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 46.84 46.84 46.84 CC CC
31December2011 VINCIs percentage holding 100.00 100.00 100.00 100.00
VINCIs percentage holding Consolidation method 100.00 100.00 CC CC CC CC
CC CC CC CC CC CC CC CC CC CC
100.00 100.00 100.00 100.00 100.00 100.00 100.00 46.84 46.84 46.84
CC
100.00
CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 80.31 80.31 80.31 80.31 80.31
273
31 December 2012 Consolidation method Cofor Geostock Central European subsidiaries Warbud (Poland) SMP CZ (Czech Republic) Prumstav (Czech Republic) VINCI Construction Terrassement Dodin Campenon Bernard VINCI Immobilier VINCI Immobilier CC 100.00 CC CC CC CC CC 99.74 100.00 100.00 100.00 100.00 CC CC
31December2011 VINCIs percentage holding 76.30 20.08
VINCIs percentage holding Consolidation method 95.01 90.00 CC EM
CC CC CC CC CC
99.74 100.00 100.00 100.00 100.00
CC
100.00
Companies accounted for under the equity method

EM: equity method
31 December 2012 Consolidation method 1. Concessions VINCI Autoroutes Transjamaican Highway Ltd VINCI Concessions Motorway and road infrastructure (including bridges and tunnels) Aegan Motorway (MaliakosKleidi motorway, Greece) Gefrya (RionAntirion bridge, Greece) Olympia Odos (ElefsinaCorinthPatrasTsakona motorway, Greece) Coentunnel (Netherlands) Granvia (Slovakia) Via Solutions Thringen (Germany) Via Gateway Thringen (Germany) Via Solutions Sdwest (Germany) SMTPC (Prado Carnage Tunnel, France) Tunnel du Prado Sud (France) Strait Crossing Development Inc (Confederation Bridge, Canada) MRDC Operations Corporation (Canada) Severn River Crossing (bridges over the River Severn, UK) Morgan VINCI Ltd (Newport bypass, UK) Lusoponte (bridges on the Tagus, Portugal) NWCC - North West Concession Company (MoscowSt Petersburg motorway, Russia) Hounslow Highways Ltd. (UK) Island Roads Ltd. (UK) Railway infrastructure Locorail (Liefkenshoek railway concessions, Belgium) Synerail (France) Rhnexpress (France) LISEA (France) Stadiums Nice Eco Stadium (France) Stade Bordeaux Atlantique (France) Stade Dunkerque Arena (France) VINCI Airports SEARD - Rennes and Dinard airports (France) EM 49.00 EM 49.00 EM EM EM 50.00 50.00 50.00 EM EM 50.00 50.00 EM EM EM EM 36.71 30.00 35.20 33.40 EM EM EM EM 36.71 30.00 35.20 33.40 EM EM EM EM EM EM EM EM EM EM EM EM EM EM EM EM EM EM 13.75 57.45 29.90 27.60 50.00 50.00 50.00 50.00 33.29 58.51 18.80 25.00 35.00 50.00 37.27 38.75 50.00 50.00 EM CC EM EM EM EM EM EM EM EM EM EM EM EM EM EM 13.75 57.45 29.90 27.60 50.00 50.00 50.00 50.00 33.29 58.51 18.80 25.00 35.00 50.00 37.27 38.75 EM 12.59 EM 12.59 31December2011 VINCIs percentage holding
VINCIs percentage holding Consolidation method
274
31 December 2012 Consolidation method VINCI Park LAZ Parking (USA) 2. Contracting VINCI Energies Cegelec GSS (Global Systems & Services) Miradoux VINCI Energies International PMS (Germany) Eurovia Eurovia France Carrires Roy GBA (Granulats de Bourgogne Auvergne) GDFC (Granulats de Franche-Comt) Eurovia International South West Highways (UK) Ringway Jacobs Ltd (UK) Bremanger Quarry (Norway) VINCI Construction Compagnie dEntreprises CFE (Belgium) Dredging Environmental and Marine Engineering (DEME) Rent A Port Soletanche Freyssinet Freyssinet SA (Spain) Grupo Rodio Kronsa (Spain) VINCI Construction Grands Projets QDVC (Qatar) EM 49.00 EM EM 50.00 50.00 EM EM 23.42 21.08 EM EM EM 50.00 50.00 23.00 EM EM EM 50.00 30.00 40.00 EM 33.30 EM 51.00 EM 50.00
31December2011 VINCIs percentage holding 50.00
VINCIs percentage holding Consolidation method EM
EM
51.00
EM
33.30
EM EM EM
50.00 30.00 40.00
EM EM EM
50.00 50.00 23.00
EM EM
23.42 21.08
EM EM
50.00 50.00
EM
49.00
275
Report of the Statutory Auditors on the consolidated financial statements

For the year ended 31 December 2012
To the Shareholders In accordance with our appointment as Statutory Auditors by your Shareholders General Meeting, we hereby report to you for the year ended 31December 2012 on: the audit of the accompanying consolidated financial statements of VINCI SA; the justification of our assessments; and the specific verification required by law. The consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements, based on our audit.
1.
Opinion on the consolidated financial statements
We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and perform the audit in such a way as to obtain reasonable assurance that the consolidated financial statements are free of material misstatement. An audit consists of examining, by sampling or other selection methods, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also consists of assessing the accounting principles used, significant estimates made and the overall presentation of the financial statements. We believe that the information that we have collected provides a sufficient and appropriate basis for our opinion. In our opinion, the consolidated financial statements for the period give a true and fair view of the financial position, the assets and liabilities, and the results of the group formed by the persons and entities included in the consolidation, in accordance with the International Financial Reporting Standards as endorsed by the European Union.
2.
Justification of our assessments
As required by Article L.823-9 of the French Commercial Code relating to the justification of our assessments, we inform you of the following: As stated in Note A.3.1, the VINCI Group uses estimates prepared on the basis of information available at the time of preparing its consolidated financial statements, in a context of economic and financial crisis in Europe, where the medium-term outlook for business is difficult to assess due to the impacts on financial market volatility, access to financing and economic growth. These estimates relate in particular to: construction contracts: the VINCI Group recognises income from its long-term contracts using the percentage of completion method on the basis of the best available estimates of the final outcome of contracts, as stated in NoteA.3.4. We have assessed the assumptions used by the Company in making these estimates and reviewed the calculations made; impairment tests on non-financial assets: the VINCI Group performs impairment tests at least annually on goodwill, and also assesses whether there is any indication that long-term assets may be impaired, in accordance with the methodology described in Notes A.3.18 and E.13 to the consolidated financial statements. We have examined how these impairment tests are performed and the cash flow forecasts and assumptions used. These assessments were made as part of our audit of the consolidated financial statements taken as a whole and have therefore contributed to the formation of our opinion, given in the first part of this report.
3.
Specific verification
We have also verified in accordance with the professional standards applicable in France and as required by law, the information concerning the Group presented in the Report of the Board of Directors. We have no comments to make as to its fair presentation and its conformity with the consolidated financial statements. Paris-La Dfense and Neuilly sur Seine, 7 February 2013 The Statutory Auditors KPMG Audit Department of KPMG SA
Deloitte & Associs
Alain Pons
Mansour Belhiba
This is a free translation into English of the Statutory Auditors report on the consolidated financial statements issued in French and it is provided solely for the convenience of English-speaking users. The Statutory Auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the Auditors assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions, or disclosures. This report also includes information relating to the specific verification of information given in the Groups management report. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
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Parent company financial statements Table of contents

Income statement Balance sheet Cash flow statement 277 278 279
Notes to the financial statements

A.
1. Changes in investments in subsidiaries and affiliates 2. Treasury shares 3. Financing activities
Key events in the period
280
280 280 280
B.
1. Intangible assets 2. Property, plant and equipment 3. Investments in subsidiaries and affiliates 4. Trade receivables and related accounts 5. Receivables and payables denominated in foreign currency 6. Marketable securities 7. Financial instruments 8. Treasury shares 9. Retirement benefit obligations 10. Other provisions 11. Income tax
Accounting policies and methods
280
280 280 281 281 281 281 281 281 282 282 282
C.
1. Intangible assets and property, plant and equipment 2. Financial assets 3. Treasury shares 4. Deferred expenses 5. Equity 6. Other equity 7. Provisions 8. Net financial (surplus)/debt 9. Market value of derivatives 10. Receivables and payables 11. Accrued expenses, by balance sheet item 12. Accrued income, by balance sheet item
Notes to the balance sheet
282
282 283 283 284 284 285 285 285 286 286 287 287
D.
13. Net financial income/(expense) 14. Net exceptional income/(expense) 15. Income tax expense 16. Related companies 17. Off-balance sheet commitments 18. Remuneration and employees
Notes to the income statement
288
288 288 288 288 289 289
E. F.

1. Appropriation of 2012 income
290
290
Five-year financial summary
Subsidiaries and affiliates at 31 December 2012
290
290
277
Income statement
(in millions) Revenue Reversals of provisions and transfers of expenses Other operating income Revenue and other income Other purchases and external charges Taxes and levies Wages, salaries and social benefit charges Depreciation and amortisation Provision charges Other operating expenses Operating expenses Share in profit or loss of joint operations Operating income Income from investments in subsidiaries and affiliates Income from other marketable securities and fixed asset receivables Other interest and similar income Net income from disposals of marketable securities and treasury shares Foreign exchange gains Reversals of provisions and transfers of expenses Financial income Expenses related to investments in subsidiaries and affiliates Interest paid and similar expenses Net expense on disposal of marketable securities and treasury shares Foreign exchange losses Depreciation, amortisation and provisions Financial expense Net financial income/(expense) Income from ordinary activities Relating to operating transactions Relating to capital transactions Reversals of provisions and transfers of expenses Exceptional income Relating to operating transactions Relating to capital transactions Depreciation, amortisation and provisions Exceptional expenses Net exceptional income/(expense) Income tax expense Net income for the period 14 15 13 Notes 2012 11.8 5.5 103.6 120.9 (61.4) (3.5) (34.8) (7.8) (1.4) (1.0) (109.9) 11.1 323.7 21.4 164.3 9.9 1.3 192.8 713.4 (171.2) (82.3) (1.2) (162.1) (416.8) 296.6 307.7 1,446.4 29.2 1,475.6 (4.3) (1,442.1) (173.7) (1,620.1) (144.5) 92.7 255.9 2011 12.7 8.4 95.5 116.6 (59.4) (2.9) (29.8) (7.5) (1.6) (1.0) (102.3) (0.1) 14.2 3,005.8 37.7 153.0 13.4 3.2 179.6 3,392.8 (127.7) (90.3) (2.6) (329.6) (550.2) 2,842.6 2,856.8 3,826.6 17.9 3,844.5 (0.4) (3,822.9) (0.1) (3,823.5) 21.0 119.7 2,997.5
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Balance sheet
Assets (in millions) Intangible assets Property, plant and equipment Financial assets Treasury shares Deferred expenses Total non-current assets Trade receivables and related accounts Other receivables Treasury shares Other marketable securities Cash management current accounts of related companies Cash Deferred expenses Total current assets Translation differences, assets Total assets 3 8 8 8 10 Notes 1 1 2 3 4 31/12/2012 1.6 4.8 21,281.9 1,276.2 27.1 22,591.5 120.4 139.7 198.3 1,656.0 664.0 1,667.9 0.8 4,447.1 1.3 27,039.9 31/12/2011 1.5 23.1 21,519.8 584.3 26.6 22,155.3 84.1 128.8 260.2 623.1 1,182.2 1,905.4 0.2 4,184.0 3.9 26,343.2
Equity and liabilities (in millions) Capital Premiums on share issues, mergers, asset contributions Statutory reserve Other reserves Retained earnings Net income for the period Interim dividends Equity Other equity Provisions Financial debt Other payables Deferred income Total liabilities Translation differences, liabilities Total equity and liabilities 10 5 6 7 8 Notes 5 5 31/12/2012 1,443.4 7,591.3 141.3 45.8 10,328.6 255.9 (294.9) 19,511.3 500.0 175.0 6,643.6 210.4 (0.4) 6,853.6 27,039.9 31/12/2011 1,413.2 7,285.8 138.2 45.8 8,284.0 2,997.5 (297.1) 19,867.2 500.0 162.0 5,408.7 404.7 0.3 5,813.7 0.4 26,343.2
279
Cash flow statement

(in millions) Operating activities Gross operating income Financial and exceptional items Taxes Cash flows from operations before tax and financing costs Net change in working capital requirement Total (I) Investing activities Operating investments Disposal of non-current assets Net operating investments Acquisition of investments and securities Proceeds from disposal of securities Net financial investments Change in other non-current financial assets and treasury shares Total (II) Financing activities Increases in share capital Increase in other equity Dividends paid Interim dividends Total (III) Cash flows for the period (I + II + III) Net financial surplus/(debt) at 1 January Net financial surplus/(debt) at 31 December (652.6) (294.9) (611.8) (704.6) 230.3 (474.3) (618.4) (297.1) (522.0) 540.3 (310.0) 230.3 335.7 393.5 (3.5) 25.4 21.9 (1,088.4) 1,420.4 332.0 (954.1) (600.2) (1.5) 8.0 6.5 (1,802.7) (1,802.7) (347.7) (2,143.9) 18.2 353.1 74.2 445.5 61.9 507.4 17.7 3,087.2 125.4 3,230.3 (24.1) 3,206.2 2012 2011
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Notes to the financial statements A. Key events in the period

1. Changes in investments in subsidiaries and affiliates
In May 2012, VINCI SA initiated a simplified public offer for the shares in Entrepose Contracting that the Group did not already own (19.83% of its share capital) at a price of 100 per share. After the offer ended, the VINCI Group owned 97.37% of Entrepose Contractings shares. It then squeezed out all remaining shareholders that did not originally tender their shares to the offer. At 30 June 2012, the VINCI Groups stake in Entrepose Contracting was 100%, representing an additional investment of 102.4million. At the end of November 2012, VINCI SA transferred all its shares in Entrepose Contracting to VINCI Construction Participation. In the second quarter of 2012, VINCI SA sold its stake in Cegelec to VINCI Energies for 1,292million. VINCI Energies paid for the stake with shares issued through a 736million capital increase, with the remainder paid in cash. Lastly, VINCI SA increased the share capital of its subsidiary VINCI Finance International by 250million.
2.
Treasury shares
Under its share buy-back programme, VINCI purchased 17,705,000 shares in 2012 for 646.7million, corresponding to an average price of 36.53 per share. The gross carrying amount of treasury shares increased from 1,097.5million at 31 December 2011 to 1,661.8million at 31 December 2012.
3.
Financing activities
As part of its EMTN programme, VINCI SA carried out several bond placements in the first half of 2012 to refinance debt maturing in the fourth quarter of 2012 and 2013: In January 2012, the Company: - tapped the February 2017 4.125% bond line issued in December 2011 by 250million; - issued SFr 100million (82million) of 10-year bonds; - c arried out two private placements totalling 175million: a five-year placement for 100million and a seven-year placement for 75million. In March 2012, it issued 750million of eight-year bonds with a coupon of 3.375%. In parallel, VINCI SA made an early repayment of 750million in January 2012 to cover the remainder of the loan taken out in 2006 to finance the acquisition of ASF. Lastly, in August 2012, VINCI SA extended a 1billion credit facility to ASF Holding.
B. Accounting policies and methods

The financial statements at 31 December 2011 have been prepared in accordance with the rules applicable in France. However, in a departure from the French General Accounting Plan and in order to improve the clarity of its financial statements, VINCI reports changes in provisions relating to income and expense items on the same line of the income statement, as determined by their nature, which may be operating, financial, exceptional or tax.
1.
Intangible assets
Other than in special cases, software, recorded under concessions, patents and licences, is amortised over two or three years on a straightline basis.
2.

Property, plant and equipment is recognised at acquisition cost, including acquisition and installation costs. Depreciation is calculated on a straight-line basis over an assets estimated useful life: Constructions Other property, plant and equipment 10to 40 years 3 to 10 years
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The Company applies CNC Opinion 2004-06, issued by the Conseil National de la Comptabilit, on the definition, recognition and measurement of assets.
3.
Investments in subsidiaries and affiliates

Investments in subsidiaries and affiliates are measured at their cost of acquisition. In accordance with CRC Regulation 2004-06, issued by the Comit de la Rglementation Comptable, on the definition and recognition of assets, VINCI includes the associated acquisition expenses in the cost of shares. If this cost is greater than the assets value in use, an impairment allowance is taken equal to the difference, as an exceptional item. Value in use is determined on the basis of the portion of the equity represented by the shares. This portion is adjusted if necessary to take account of the cash flow prospects for the companies in question. Capital gains or losses on disposal of shareholdings are recorded under exceptional income and expense.
4.
Trade receivables and related accounts

Trade receivables are measured at their nominal value. An impairment allowance is recognised if there is a possibility of non-recovery of these receivables.
5.
Receivables and payables denominated in foreign currency

Receivables and payables denominated in foreign currency are measured at the closing rate or at their hedged rate. Any gains or losses arising on this translation are recorded in the balance sheet as translation differences. Provisions are taken in respect of any unrealised losses unless specific rules are laid down in the accounting regulations.
6.
Marketable securities
Marketable securities are recognised at their acquisition cost and an impairment loss is recorded whenever the cost is higher than the latest net realisable value at the period end.
7.
Financial instruments
Loans (bonds, bank and intra-group borrowing) are recorded under liabilities at their nominal value. The associated issuance costs are recorded under deferred expenses, redemption premiums under assets, and issuance premiums under deferred income. These three items are amortised over the length of the loan. Loans and advances are recognised at nominal value. In the event of a risk of non-recovery, an impairment allowance is recognised. Forward financial instruments and derivative financial instruments are measured at the period end. A provision is recognised in the income statement for any unrealised losses only if the instruments are not designated as hedges.
8.
Treasury shares
Treasury shares allocated to share purchase option and performance share plans are recognised under marketable securities. In accordance with CRC Regulation 2008-15, issued by the Comit de la Rglementation Comptable, a provision is taken as a financial expense during the period in which the beneficiaries rights vest, whenever an expense becomes probable. Treasury shares not allocated to plans are recorded under other non-current financial assets at their acquisition cost. An impairment allowance is recognised as a financial expense if the average stock market price of these shares during the last month of the period is lower than their unit cost. However, shares intended for cancellation are not written down. Whenever plans are hedged by call options, the premiums paid are recorded under marketable securities when the options hedge share purchase option plans or performance share plans, and under other non-current financial assets when these options hedge share subscription option plans. In both cases, a provision is recognised whenever an expense becomes probable.
Income and expense relating to treasury shares (provisions and gains or losses on disposal) are recognised under financial income/(expense).
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9.
Retirement benefit obligations

Provisions are recorded in the balance sheet in respect of the Companys obligations to pay supplementary pensions to certain employees or company officers, for the part relating to beneficiaries who are retired. An off-balance sheet commitment is recorded for the portion relating to beneficiaries who have not yet retired. Retirement benefit obligations (lump sums paid on retirement and supplementary retirement benefit plans) are measured using the prospective actuarial method (the projected unit credit method) on the basis of external assessments made at each period end, for each existing plan. Actuarial gains and losses that exceed 10% of commitments or of the market value of the corresponding investments are amortised over the average residual working life of employees in service who are members of the plan.
10.
Other provisions
Other provisions are intended to cover the risks arising from past or present events that are probable at the balance sheet date. They are estimates as regards their amount and expected period of use.
11.
Income tax
Under the group tax regime agreement between VINCI and those subsidiaries that are members of the tax group, tax savings made by the tax group connected with the tax losses of some subsidiaries are recognised by the parent company as income for the period. Provisions for tax taken and reversed are recorded here.
C. Notes to the balance sheet

1. Intangible assets and property, plant and equipment
Gross values
(in millions) Concessions, patents and licences Total intangible assets Land Constructions Plant and machinery Other property, plant and equipment and assets under construction Total property, plant and equipment 31/12/2011 7.4 7.4 8.8 27.1 22.6 58.6 0.5 0.7 (16.5) (47.1) Acquisitions 0.9 0.9 0.2 Disposals (0.4) (0.4) (6.2) (24.4) 31/12/2012 7.9 7.9 2.8 2.7 6.6 12.2
Property, plant and equipment is mainly used for the Companys operations or those of its subsidiaries. However, some properties are rented to third parties. VINCI sold a building on Rue Balzac in Paris during 2012.
Depreciation, amortisation and impairment

(in millions) Concessions, patents and licences Total intangible assets Land Constructions Plant and machinery Other property, plant and equipment Total property, plant and equipment 15.1 35.5 0.8 2.2 (10.4) (30.3) 5.5 7.4 20.4 1.4 (19.9) 31/12/2011 5.8 5.8 Expense 0.8 0.8 Reversals (0.2) (0.2) 31/12/2012 6.4 6.4 1.9
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2.
Financial assets
Gross values
(in millions) Investments in subsidiaries and affiliates Receivables connected with investments in subsidiaries and affiliates Other fixed asset securities Other non-current financial assets Total 31/12/2011 19,639.1 1,927.6 4.6 9.5 21,580.8 1,740.5 (0.2) (1,814.7) Acquisitions 1,088.5 652.0 Disposals (1,414.5) (400.0) Contributions 31/12/2012 19,313.1 2,179.6 4.6 9.3 21,506.6
The main changes in the portfolio of shareholdings during the period are described in Note A.1 Changes in investments in subsidiaries and affiliates in the Key events in the period section.
Impairment allowances
(in millions) Investments in subsidiaries and affiliates Receivables connected with investments in subsidiaries and affiliates Other fixed asset securities Other non-current financial assets Total 31/12/2011 48.6 5.1 4.4 2.8 60.9 173.6 (9.6) Expense 173.5 0.1 Reversals (9.6) 31/12/2012 212.5 5.2 4.4 2.8 224.9
Expenses mainly comprise an impairment loss on VINCIs shares in VINCI Autoroutes.
3.
Treasury shares
Transactions under the 20112012 and 20122013 share buy-back programmes:
Gross values
Position at 31/12/2011 Unit value in Shares bought back to use in payment or exchange Shares bought back to be cancelled Subtotal directly held treasury shares Liquidity account Subtotal non-current financial assets Shares intended to be transferred to the beneficiaries of share purchase option and performance share plans Subtotal current assets Total cash transactions on VINCI shares Premiums on call options on VINCI shares Total transactions involving derivatives on VINCI shares 49.05 748.9 348.5 348.5 1,097.5 38.69 619.6 27.1 27.1 646.7 50.70 (82.4) (82.4) (82.4) 47.37 82.8 (82.8) (82.8) 41.88 1,451.3 210.4 210.4 1,661.8 748.9 619.6 82.8 1,451.3 41.80 Increases: buy-backs Decreases: disposals and transfers Reclassifications: transfers between accounts Position at 31/12/2012 Value in m 1,451.3
Value Unit value in m in 748.9 36.44
Value Unit value in m in 619.6
Value Unit value in m in 47.37
Value Unit value in m in 82.8 40.2
During 2012, VINCI acquired 17,705,000 shares on the market for a total of 646.7million, at an average price of 36.53 per share. Transaction costs on these buy-backs amounted to 185.9 thousand. In 2012, 1,624,443 treasury shares were used as follows: 1,607,900 shares were definitively allocated on 9 July 2012 to the beneficiaries of the performance share plan decided by the Board of Directors on 9 July 2010. These grants of shares generated an expense of 81.7million covered by a release for the same amount of provisions taken in this respect in 2010 and 2011. 1,000 shares were transferred to the beneficiaries of call options exercised, for an aggregate amount of 40 thousand, representing an average exercise price of 40.32. 15,543 shares were transferred to beneficiaries of other employee share ownership plans.
Impairment allowances
(in millions) Treasury shares (recorded under non-current assets) Treasury shares (recorded under current assets) Total 31/12/2011 164.6 88.4 253.0 Expense 57.2 12.6 69.8 Reversals (46.7) (88.8) (135.5) 31/12/2012 175.1 12.2 187.3
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In 2012, previously recognised impairment allowances against treasury shares were reversed for 65.7million net. This change results from the allocation on 9 July 2012 of 1,607,900 shares to the beneficiaries of the performance share plan decided in 2010 and the increase in the average market price in December 2012 compared with December 2011 (35.37 against 32.62 respectively).
Number of shares
31/12/2011 Shares bought back to use in payment or exchange Shares bought back to be cancelled Subtotal directly held treasury shares Liquidity account Subtotal non-current financial assets Shares intended to be transferred to the beneficiaries of share purchase option and performance share plans Subtotal current assets Total cash transactions on VINCI shares Premiums on call options on VINCI shares Total transactions involving derivatives on VINCI shares 7,106,098 7,106,098 25,021,501 700,000 700,000 17,705,000 (1,624,443) (1,624,443) (1,624,443) (1,155,559) (1,155,559) 36,075,962 5,026,096 5,026,096 41,102,058 17,915,403 17,005,000 1,155,559 36,075,962 17,915,403 Increases: buy-backs 17,005,000 Decreases: disposals and transfers Reclassifications: transfers between accounts 1,155,559 31/12/2012 36,075,962
At 31 December 2012, VINCI held 41,102,058 treasury shares directly, for a total of 1,661.8million (representing 7.12% of the share capital). 5,026,096 shares (210.5million) were allocated to covering share purchase option and performance share plans, while the balance of 36,075,962 shares (1,451.3million) corresponds to shares intended to be either contributed under an exchange in external growth transactions or sold.
4.
Deferred expenses
(in millions) Deferred expenses 31/12/2011 26.6 New deferrals 7.4 Amortisation (6.9) 31/12/2012 27.1
The increase in deferred expenses in 2012 was due to the issuance costs and redemption premiums incurred for 7.4million in respect of the new loans obtained in the period (see Note A.3 Financing activities in the Key events in the period section). Deferred expenses at 31 December 2012 also include the balance of expenses and redemption premiums of the 500million perpetual subordinated loan issued in 2006 (2.8million).
5. Equity
(in millions) Equity at 31/12/2011 Appropriation of 2011 net income and payment of dividends Interim dividend in respect of 2012 Increases in share capital Reduction of share capital by cancellation of shares Other appropriations Net income for 2012 Tax-regulated provisions Equity at 31/12/2012 1,443.4 7,591.3 10,220.8 255.9 19,511.3 255.9 255.9 30.2 305.5 Capital 1,413.2 Share premium 7,285.8 Other reserves and regulated provisions 8,170.8 2,344.9 (294.9) Profit or loss 2,997.5 (2,997.5) Total 19,867.2 (652.6) (294.9) 335.7
At 31 December 2012, VINCIs share capital amounted to 1,443.4million, represented by 577,347,352 shares of 2.5 nominal, all conferring the same rights. The share capital increases in the period, amounting to 335.7million, are the result of subscriptions to the Group Savings Scheme for 275.1million, and the exercise of subscription options for a total of 60.6million. The dividends paid in 2012 amounted to 947.5million, corresponding to the final dividend in respect of 2011 for 652.6million (1.22 per share) and the interim dividend in respect of 2012 for 294.9million (0.55 per share). VINCI has reserves (share premiums, merger and contribution premiums, reserves other than the statutory reserve) of an amount greater than the amount of all the treasury shares it owned directly or indirectly at 31 December 2012.
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Issues of shares during the period break down as follows:

(in millions) Employees subscriptions to the Group Savings Scheme Exercise of share subscription option plans Total Number of shares 9,057,464 3,013,216 12,070,680 Capital 22.6 7.6 30.2 Share premiums and other reserves 252.5 53.0 305.5 Total 275.1 60.6 335.7
6.
Other equity
On 13 February 2006, VINCI issued perpetual subordinated bonds for 500million. Issued at a price of 98.831%, this loan pays a fixed optional coupon of 6.25%, payable annually until November 2015. This is only due if VINCI pays a dividend to its shareholders or if the Company buys back its own shares during the reference period. After November 2015, the interest rate becomes variable and payable quarterly at the Euribor three-month rate plus 3.75%. VINCI may redeem the bonds at par in November 2015 and subsequently at each interest payment date.
7. Provisions
Reversals (in millions) Retirement and other employee benefit obligations Liabilities in respect of subsidiaries Other provisions Total 31/12/2011 30.7 3.6 127.7 162.0 Expense 1.4 0.3 109.2 110.9 (76.9) (78.9) Provisions used (2.0) (0.2) (18.8) (19.0) No longer needed 31/12/2012 30.1 3.7 141.2 175.0
The provisions for retirement and similar benefit obligations relate solely to beneficiaries who have retired. Retirement benefit obligations are calculated on the basis of the following actuarial assumptions:
31/12/2012 Discount rate Inflation rate Rate of salary increases Rate of pension increases Probable average remaining working life of employees 3.5% 2.0% 3.0% 2.0% 1-14 years 31/12/2011 5.0% 2.2% 3.2% 2.0% - 2.2% 1-14 years
Other provisions relate in particular to VINCIs obligation to deliver shares under the performance share plans decided by the Board of Directors on 2 May 2011 and 12 April 2012. Provisions were taken in this respect in 2012 for 44.4million and 29.8million respectively taking account of the probability, at 31 December 2012, that these shares will be definitively granted.
8.
Net financial (surplus)/debt

(in millions) Bonds Borrowings from financial institutions Accrued interest on bonds Long-term financial debt Borrowings from financial institutions and bank overdrafts Other borrowings and financial debt Cash management current accounts of related companies Short-term financial debt Total financial debt Receivables connected to investments in subsidiaries and affiliates and loans Liquidity agreement UCITS Marketable securities Cash management current accounts of related companies Cash Short-term cash Net financial (surplus)/debt 2012 2,173.5 72.1 2,245.6 9.5 849.5 3,538.9 4,397.9 6,643.5 (2,176.2) (5.1) (1,656.0) (664.0) (1,667.9) (3,993.0) 474.3 2011 914.5 750.0 5.5 1,670.0 3.8 549.9 3,184.9 3,738.6 5,408.6 (1,923.0) (5.1) (623.2) (1,182.2) (1,905.4) (3,715.9) (230.3)
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VINCIs net financial position moved from a net financial surplus of 230.3million at 31 December 2011 to net financial debt of 474.3million at 31 December 2012, a difference of 704.6million. The increase in long-term financial debt is attributable to the three issues of bonds made in 2012 for a total of 1,082million and the two private placements totalling 175million made in January 2012. The remaining 750 million outstanding on the syndicated bank loan, taken out in 2006 in an initial amount of 3 billion to finance the ASF acquisition, was repaid in full in 2012. The cash management current accounts of related companies, shown under assets and liabilities, represent the balance of movements of cash between the subsidiaries and the holding company under the Groups centralised cash management system. Marketable securities mainly comprise certificates of deposit and money market UCITS with maturities of usually less than three months, whose carrying amount is close to their net asset value.
9.
Market value of derivatives

VINCI uses derivatives to hedge its exposure to market risks in respect of its financial debt. VINCI also uses these instruments to cover its subsidiaries hedging needs. At 31 December 2012, the market value of these financial instruments broke down as follows:
(in millions) Interest rate instruments - Interest rate swaps - Interest rate options (caps, floors and collars) Currency instruments - Forward purchases - Currency swaps Other hedging instruments 4.7 243.8 117.5 3,019.0 500.0 Market value Notional
10.
Receivables and payables

Receivables at 31 December 2012
(in millions) Receivables connected with investments in subsidiaries and affiliates Loans and other non-current financial assets Non-current assets Trade receivables and related accounts Other receivables Cash management current accounts of related companies Deferred expenses Current assets Total Gross 2,179.8 1.4 2,181.2 121.5 207.9 664.0 0.8 994.2 3,175.4 Of which Within 1 year 17.2 0.7 17.9 121.5 206.9 664.0 0.8 993.2 1,011.1 2,163.3 After 1 year 2,162.6 0.7 2,163.3
Allowances against receivables

Allowances against current assets changed as follows during the period:
(in millions) Trade receivables Other receivables Total 31/12/2011 1.2 79.0 80.2 (9.8) (9.8) Expense Reversals 31/12/2012 1.2 69.2 70.4
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Liabilities at 31 December 2012

Gross (in millions) Bonds Amounts owed to financial institutions Other borrowings and financial debt Cash management current accounts of related companies Financial debt Trade payables and related accounts Tax, employment and social benefit liabilities Liabilities related to non-current assets and related accounts Other payables Deferred income Other payables Total 2,245.6 9.5 849.6 3,538.9 6,643.6 17.1 119.5 0.3 73.6 (0.4) 210.1 6,853.7 Within 1 year 72.1 9.5 849.6 3,538.9 4,470.1 17.1 119.5 0.3 73.6 (0.4) 210.1 4,680.2 1,265.7 907.8 1,265.7 907.8 Of which Between 1 and 5 years 1,265.7 After 5 years 907.8
In accordance with Frances LME Act on Modernising the Economy and Article L.441-6-1 of the French Commercial Code, the following table shows VINCIs debt to its suppliers by maturity:
Maturity of trade payables at 31 December

(in millions) Within 30 days Between 30 and 60 days Total 31/12/2012 0.3 1.9 2.2 31/12/2011 0.4 1.1 1.5
11.
Accrued expenses, by balance sheet item

(in millions) Financial debt Accrued interest on bonds Accrued interest on amounts owed to financial institutions Other liabilities Trade payables and related accounts Income tax Other tax, employment and social benefit liabilities Liabilities related to non-current assets and related accounts Other payables 5.7 14.7 0.6 6.3 13.0 0.8 6.1 3.9 72.1 5.5 0.4 31/12/2012 31/12/2011
12.
Accrued income, by balance sheet item

(in millions) Financial assets Receivables connected with investments in subsidiaries and affiliates Other non-current financial assets Receivables Trade receivables and related accounts Other Marketable securities Cash 102.5 2.9 33.5 78.8 2.9 0.1 4.0 12.3 1.7 31/12/2012 31/12/2011
288
D. Notes to the income statement

13. Net financial income/(expense)
(in millions) Income from subsidiaries and affiliates Net financial expense Foreign exchange gains and losses Provisions and other Net financial income/(expense) 2012 323.7 (65.1) 38.0 296.6 2011 3,005.8 (5.6) 0.6 (158.2) 2,842.6
Income from investments in subsidiaries and affiliates corresponds to the dividends received from subsidiaries. Net financial expense declined from 5.6million in 2011 to 65.1million in 2012 as a result of the increase in average net financial debt and the cost of new bond issues carried out in late 2011 and early 2012. The line item provisions and other mainly consists of the results of transactions on treasury shares, in both 2012 and 2011.
14.
Net exceptional income/(expense)

(in millions) Gain/(loss) on capital transactions - Disposals of property, plant and equipment and intangible assets - Disposals/contributions of shares and securities Income/(expense) relating to operations Exceptional provisions Net exceptional income/(expense) (1.8) 6.0 (4.3) (144.4) (144.5) 3.7 (0.4) 17.8 21.0 2012 2011
The line item exceptional provisions comprises in 2012 the impairment loss described in Note 2 Financial assets.
15.
Income tax expense

The line item income tax expense records income and expense connected with the group tax regime of which VINCI is the lead company. Net tax income amounted to 92.7million in 2012, compared with 119.7million in 2011. Tax income in respect of 2012 received from subsidiaries that are members of the tax group amounted to 754.1million in 2012 (668.8million in 2011). The tax expense due by VINCI was 661.2million in 2012 (535.9million in 2011).
16.
16.1
Related companies
Balance sheet items at 31 December 2012 relating to related companies break down as follows:
(in millions) Assets Non-current assets Investments in subsidiaries and affiliates Receivables connected with investments in subsidiaries and affiliates Current assets Trade receivables and related accounts Other receivables Cash management current accounts of related companies 112.1 104.3 664.0 19,100.6 2,174.6
Balance sheet
289
(in millions) Equity and liabilities Other borrowings and financial debt Other liabilities related to investments in subsidiaries and affiliates Cash management current accounts of related companies Trade and other operating payables Liabilities related to non-current assets and related accounts Trade payables and related accounts Other payables 1.1 62.7 3,538.9
16.2 Income statement

(in millions) Income Financial income
The transactions with related companies recorded in 2012 break down as follows:
433.5 9.0 21.3 323.6 89.1
Cash management current accounts Loans to subsidiaries Dividends (including results of joint ventures) Other Expenses Financial expense Cash management current accounts
35.8 35.8
17.
Off-balance sheet commitments

(in millions) Sureties and guarantees Retirement benefit obligations Joint and several guarantees in partnerships Total 31/12/2012 642.3 22.8 32.2 697.3 31/12/2011 705.6 17.3 32.4 755.2
The line item sureties and guarantees mainly relates to the guarantees given by VINCI on behalf of certain of its subsidiaries in favour of financial institutions or directly to those subsidiaries customers. Retirement benefit obligations comprise lump sums payable on retirement to VINCI personnel and obligations for a supplementary retirement benefit in favour of certain employees or company officers in service.
18.
Remuneration and employees

Remuneration of executives Remuneration, including social benefit charges, recognised in respect of members of Group corporate management bodies, for the share borne by VINCI in 2012, breaks down as follows:
(in thousands) Remuneration Directors fees Members of the Executive Committee 6,828.8 Directors who are not members of the Executive Committee 330.0 784.2
Retirement benefit obligations towards members of corporate governing bodies, corresponding to the rights acquired as at 31 December 2012, break down as follows:
(in thousands) Retirement benefit obligations Members of the Executive Committee 18,089.3 Directors who are not members of the Executive Committee 8,000.2
The members of the corporate governing bodies are also entitled to share subscription and purchase option plans and to performance share plans. Average numbers employed The average number of people employed by the Company was 213 (including 166 engineers and managers) in 2012, as opposed to 189 in 2011 (including 142 engineers and managers). In addition, nine employees on average were seconded to VINCI in 2012 by subsidiaries or external suppliers, compared with 14 in 2011, including five engineers and managers in 2012 versus 10 in 2011.
290
Employee training rights In application of CNC Opinion 2004 F relating to the recognition of the individual entitlement to training, VINCI has taken no provisions for these rights in the financial statements for the period ended 31 December 2012. Rights to a total of 2,914 hours training were acquired in 2012 by VINCI employees under this entitlement. The total rights acquired at 31December 2012 amounted to 14,554 hours (12,447 hours at 31 December 2011). In 2012, 11,641 hours of training remained unused by the beneficiaries.
E. Post balance sheet events

Appropriation of 2012 income
The Board of Directors finalised the financial statements for the year ended 31 December 2012 on 5 February 2013. These financial statements will only become definitive when approved by the Shareholders General Meeting. A Resolution will be put to the Ordinary Shareholders General Meeting for the payment of a dividend of 1.77 per share in respect of the period, which, taking account of the interim dividend already paid in November 2012 (0.55 per share) means that the final dividend will be 1.22 per share, representing a total of 657million on the basis of the shares giving a right to dividend at 26 January 2013.
F.
Subsidiaries and affiliates at 31 December 2012

The information in the following table reflects only the individual financial statements of the subsidiaries.
Reserves and retained earnings before net income Share of appro- capital held Capital priation (%) Sureties Loans and and advances guarantees made by given by VINCI VINCI Revenue excl. tax in Net income the last in the last Dividends financial financial received by year year VINCI
(in thousands) A - Detailed information by entity 1- Subsidiaries (at least 50% owned by VINCI) a- French entities Eurovia Ornem SNEL GECOM VINCI Assurances VINCI Concessions VINCI Construction VINCI Energies VINCI Immobilier b- Foreign entities VINCI Finance International Ste Conces Pochentong 2- Affiliates (10% to 50% owned by VINCI) a- French entities VINCI Autoroutes b- Foreign entities
Carrying value of shares held Gross Net
366,400 12,000 2,622 20,000 38 4,306,926 148,806 123,063 39,600 3,588,700 16,674
229,036 (3,466) 3,769 4,806 16 2,228,979 135,629 1,172,882 37,108 110,630 72,086
100.00% 100.00% 99.98% 100.00% 99.44% 100.00% 100.00% 99.34% 100.00% 100.00% 70.00%
1,034,160 24,462 2,742 19,998 38 6,535,932 963,265 1,041,348 111,398 3,588,700 12,901
1,034,160 8,534 2,742 19,998 38 6,535,932 963,265 1,041,348 111,398 3,588,700 12,901
257,225
177,323 (7) 1
76,212 643,813
9,424 349,381 7,801
92,790 1,767 3,449 259,982 144,460 21,467 103,459 24,640
845 46,146 220,048 36,981
6,469
75,659
6,688
7,705,533
3,915,314
46.71%
5,902,284
5,731,712
7,275
(1,516,692)
5,999
B - Information not broken down by entity 1 - Subsidiaries not included in paragraph A (at least 50% owned by VINCI) a- French subsidiaries (in aggregate) b- Foreign subsidiaries (in aggregate) 2- Shareholdings not included in paragraph A (10% to 50% owned by VINCI) a- French companies (in aggregate) b- Foreign companies (in aggregate) 1,708 1,725 96 43,189 2,022 37,939
NB: revenue and net income of foreign subsidiaries and shareholdings are translated at the closing rates. Information about shareholdings representing less than 1% of VINCIs share capital is aggregated, in accordance with Article R 123-197-2 of the French Commercial Code.
291
Five-year financial summary

2008 I - Share capital at the end of the period a - Share capital (in thousands) b - Number of ordinary shares in issue (1) c - Maximum number of shares to be issued through conversion of bonds II - Operations and net income for the period (in thousands) a - Revenue excluding taxes b - Income before tax, employee profit sharing, amortisation and provisions c - Income tax (2) d - Income after tax, employee profit sharing, amortisation and provisions e - Earnings for the period distributed III - Results per share (in )
(5)
2009 1,302,393.9 520,957,550
2010 1,381,551.1 552,620,447
2011 1,413,191.7 565,276,672
2012 1,443,368.4 577,347,352
1,240,406.2 496,162,480
23,876.3 1,126,831.3 (241,471.4) (98,782.4) 770,293.1
8,540.0 170,099.4 (45,061.7) 1,640,865.1 849,927.3
8,999.7 1,556,936.2 (101,137.6) 1,848,790.3 900,050.5
12,656.7 3,011,046.9 (119,676.9) 2,997,454.0 958,848.5
11,782.8 280,592.8 (92,681.7) 255,882.4 953,157.4 (3)(4)
a - Income after tax and employee profit sharing and before amortisation and provisions b - Income after tax, employee profit sharing, amortisation and provisions c - Net dividend paid per share IV - Employees a - Average numbers employed during the period b - Gross payroll cost for the period (in thousands) c - Social security costs and other social benefit expenses (in thousands)
2.8 (0.2) 1.62 178 24,966.3 8,277.1
0.4 3.1 1.62 158 13,712.1 7,965.9
3.0 3.3 1.67 164 16,175.5 7,143.3
5.5 5.3 1.77 189 18,561.8 8,168.6
0.7 0.4 1.77 213 21,733.9 9,542.3
(1) There were no preferential shares in issue in the period under consideration. (2) Taxes recovered from subsidiaries under tax consolidation arrangements, less VINCIs own tax charge. (3) Calculated on the basis of the number of shares that have given a right to the interim dividend and/or give a right to dividends at 26 January 2013. (4) Proposal to the Shareholders General Meeting on 16 April 2013. (5) Calculated on the basis of shares outstanding at 31 December.
292
Report of the Statutory Auditors on the parent company financial statements

For the year ended 31 December 2012
To the shareholders In accordance with our appointment as Statutory Auditors by your Shareholders General Meeting, we hereby report to you for the year ended 31 December 2012 on: the audit of the accompanying financial statements of VINCI SA; the justification of our assessments; and the specific verifications and information required by law. The financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements, based on our audit.
1.
Opinion on the parent company financial statements

We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and perform the audit in such a way as to obtain reasonable assurance that the financial statements are free of material misstatement. An audit consists in examining, by sampling or other selection methods, evidence supporting the amounts and disclosures in the annual financial statements. An audit also consists in assessing the accounting principles used, significant estimates made and the overall presentation of the financial statements. We believe that the information that we have collected provides a sufficient and appropriate basis for our opinion. In our opinion, the financial statements referred to above give a true and fair view of your Companys financial position, its assets and liabilities at 31 December 2012 and the results of its operations for the year then ended in accordance with accounting principles generally accepted in France.
2.
Justification of our assessments

As required by Article L.823-9 of the French Commercial Code relating to the justification of our assessments, we inform you of the following: As disclosed in Note B.3 to the financial statements presenting the accounting rules and methods relating to shares in subsidiaries and affiliates, your Company provides for impairment of investments in subsidiaries and affiliates whenever the cost of acquisition of the shares exceeds their value in use. We have assessed the assumptions underlying these estimates and verified the Companys calculations. These assessments were made as part of our audit of the annual financial statements taken as a whole and have therefore contributed to the formation of our opinion, given in the first part of this report.
3.
Specific verifications and information

We have also carried out, in accordance with the professional standards applicable in France, the specific verifications required by law. We have no comments to make as to the fair presentation and consistency with the annual financial statements of the information given in the report of the Board of Directors and in the documents addressed to the shareholders, with respect to the financial position and the annual financial statements. Regarding the information provided in application of Article L.225-102-1 of the French Commercial Code on the remuneration and benefits paid to company officers and on the commitments made to them, we have verified that the information is consistent with the financial statements or data having served to prepare those financial statements, and if applicable, with the information collected by your Company from the companies it controls or that control it. On the basis of this work, we attest the exactness and fair presentation of this information. In accordance with French law, we have ascertained that the appropriate disclosures have been provided in the Board of Directors report with regard to the acquisition of shareholdings and controlling interests, the identity of shareholders and holders of voting rights. Paris-La Dfense and Neuilly sur Seine, 7 February 2013 The Statutory Auditors KPMG Audit Department of KPMG S.A.
Patrick-Hubert Petit Alain Pons
Deloitte & Associs

Mansour Belhiba
This is a free translation into English of the Statutory Auditors report issued in French and is provided solely for the convenience of English speaking users. The Statutory Auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the financial statements and includes an explanatory paragraph discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements. This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Special report of the Statutory Auditors
293
Special report of the Statutory Auditors on regulated agreements and commitments

Shareholders General Meeting held to approve the financial statements for the financial year ended 31 December 2012
To the shareholders In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on the information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered in the course of our audit, without having to express an opinion on their usefulness and appropriateness or identify such other agreements and commitments, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to the implementation during the past financial year of agreements and commitments previously approved by the Shareholders General Meeting, if any. We have carried out the procedures we considered necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. Those procedures involved checking whether the information given to us was consistent with the underlying documents from which it was derived.
greements and commitments subject to the approval A of the Shareholders General Meeting
Agreements and commitments authorised during the past financial year Pursuant to Article L. 225-40 of the French Commercial Code, we have been advised of the following agreements and commitments previously authorised by your Board of Directors. Sale of Cegelec Entreprise to VINCI Energies Person concerned: Xavier Huillard, Chairman and Chief Executive Officer of VINCI and permanent representative of VINCI, Director of VINCI Energies. On 27 April 2012, VINCI sold its stake in Cegelec Entreprise to VINCI Energies, namely 1,958,256,061 shares representing the entirety of that companys authorised share capital. This transaction was completed at a price of 1,292 million. This agreement was authorised by the Board of Directors on 12 April 2012 and was concluded on 27 April 2012. Agreements and commitments since the year-end close We have been advised of the following agreement that has been authorised by your Board of Directors. Agreement between VINCI and the company YTSeuropaconsultants Person concerned: Yves-Thibault de Silguy, Vice-Chairman and Senior Director of the Board of Directors of VINCI and Managing Director of the company YTSeuropaconsultants. On 3 March 2010, the Company entered into an assistance agreement with the company YTSeuropaconsultants, a socit responsabilit limite (limited liability company) with a sole shareholder. Under the terms of this agreement, Mr de Silguy assists the Chairman and Chief Executive Officer in his role as representative of the VINCI Group, in particular in dealings with French or foreign public authorities, major clients, current or potential French or foreign shareholders, and with individual shareholders at the periodical meetings organised by the Company for that purpose. This agreement was authorised by the Board of Directors at its meeting of 3 March 2010 and approved by the Shareholders General Meeting of 6 May 2010. It provides for fixed and non-reviewable remuneration of 27,500 excluding VAT per month. The term of the agreement is 12months with effect from its approval by the Shareholders General Meeting, and it contains an automatic annual renewal clause. This agreement is examined every year by the Audit Committee, which ensures that remuneration paid is consistent with the services provided. Acting on the advice of the Audit Committee, the Board, meeting on 7 February 2012 to approve the annual financial statements for 2011, considered that there was no reason to terminate it. For the 2011 and 2012 financial years, VINCI recognised a charge of 330,000 per year excluding VAT in respect of this agreement. At its meeting on 5 February 2013, the Board of Directors, considering that the services provided by Mr de Silguy are valuable to the Group and that the remuneration provided for in the agreement is consistent with the services provided, formally authorised its automatic renewal in 2013 and confirmed that the automatic renewals in 2011 and 2012 had taken place with its prior tacit authorisation.
294
In addition, pursuant to Articles L. 225-42 and L. 823-12 of the French Commercial Code, we would inform you that the automatic renewal of the agreement with VINCI Deutschland GmbH mentioned below was not authorised in advance by your Board of Directors for some financial years. Agreement with VINCI Deutschland GmbH Person concerned: Xavier Huillard, Chairman and Chief Executive Officer of VINCI and Chairman of the Supervisory Board of VINCI Deutschland GmbH. On 22 December 2003 VINCI entered into an agreement with its subsidiary VINCI Deutschland GmbH whereby it undertook to ensure the solvency and financial stability of that subsidiary for a period of two years from 1 January 2004, automatically renewable for successive periods of two years and subject to notice of termination of one year. This agreement is automatically renewable on 1 January 2013 for a period of two years. Under this agreement, no payment was made in 2011 and 2012 by VINCI to VINCI Deutschland GmbH. At its meeting on 5 February 2013, the Board of Directors ratified the automatic renewals of this agreement that had occurred prior to that date and authorised the future automatic renewal of this agreement.
greements and commitments already approved A by the Shareholders General Meeting

Agreements and commitments approved during previous financial years that remained in force during the year In accordance with Article R. 225-30 of the French Commercial Code, we have been informed that the following agreements and commitments approved by the Shareholders General Meeting in previous financial years remained in force during the year. Agreement with VINCI Deutschland GmbH On 28 June 2002, VINCI entered into an agreement with its subsidiary VINCI Deutschland GmbH under the terms of which that subsidiary would, with effect from 1 July 2002, directly invest with VINCI funds corresponding to the supplementary pension obligations agreed with its employees. In 2012, VINCI recognised interest charges of 175,332.78 in respect of this agreement. Refinancing of the loan granted by VINCI to Arcour For the purposes of financing certain costs of the project for the design and construction of the Artenay-Courtenay section of the A19 motorway, VINCI made available to Arcour, under the terms of a loan agreement entered into on 31 January 2005, (i) a loan in a maximum principal amount of 550 million comprising a tranche A in a maximum principal amount of 500 million, and a tranche B in a maximum principal amount of 50 million, and (ii) a revolving credit in a maximum principal amount of 40 million. On 14 March 2008, Arcour finalised the refinancing of the VINCI loan with certain financial institutions. Thus, Arcour entered into a financing agreement in an amount of 625 million with the European Investment Bank (EIB) and a group of arranger banking institutions consisting of BBVA, Calyon, Fortis, ING and Royal Bank of Scotland. The financing granted by the EIB was in the form of a repayment loan of 200 million with a maturity of 37 years, subject to an interest-only period of 10 years. The financing provided by the group of commercial banks was a loan of 425 million, with a maturity of 10 years, repayable upon maturity. In the context of this transaction and by way of security for the obligations of Arcour to the financial parties under the documents entered into for the purposes of the refinancing, VINCI granted a pledge of financial instruments accounts covering the entirety of the Arcour shares owned or to be owned by VINCI. VINCI also entered into a shareholders commitment agreement under the terms of which, in particular, VINCI undertook to make capital contributions or to grant shareholders loans to Arcour. On 25 March 2009, the shareholders, Arcour and the inter-creditors agent amended the shareholders commitment agreement in order, in particular, to provide for an increase in the conditional shareholders construction commitments of all the shareholders (increased to 43million), pro rata according to each shareholders stake in Arcours capital, and for their availability period to be extended until 31 December 2013. VINCIs conditional shareholders construction commitments were thus increased from the original amount of 1,250,000 to an amount of 2,150,000. In 2012, VINCI recognised interest income of 144,489.20 in respect of these agreements.
295
Shareholders agreement with ASF Holding On 18 December 2006, in the context of the financing of VINCI Concessions transfer of its 22.99% shareholding in ASF to ASF Holding, VINCI entered into a shareholders agreement with its subsidiary ASF Holding, the recipient of this shareholding, under which the two companies organise their relations within ASF. Under this agreement, the parties undertake, as majority shareholders of ASF, to act in such a way as to ensure that the decisions made by the competent governing bodies of ASF comply with: the principle of adopting and maintaining a policy of maximising dividend distribution depending on ASFs results and distributable reserves; the conditions precedent to any disposal by ASF of Escota shares owned by that company, as defined in ASFs and ASF Holdings syndicated bank loan agreements of 3.5billion and 1.2billion, respectively, signed on 18 December 2006. In addition, VINCI undertakes: to ensure that VINCI Concessions returns to ASF Holding the sums that ASF Holding may have made available under the Group cash pooling agreement, should any event of default occur under the ASF Holding syndicated loan of 1.2billion; directly or indirectly to maintain a shareholding in ASF that will ensure it the majority of the share capital and voting rights. This commitment will end once ASF Holding has increased its shareholding in ASF so that it directly owns the majority of both the share capital and the voting rights.
Lastly, the parties agree that if, in the event of a sale, a third party acquires a blocking minority holding in ASF, they will ensure that it first adheres to the shareholders agreement. The shareholders agreement was to remain in force for as long as any sum remained due to the banks under the syndicated loan agreement. Since the syndicated loan was repaid early on 29 June 2012, the shareholders agreement automatically terminated on that date. In 2012, no payment was made by VINCI in respect of these commitments. South Europe Atlantic high-speed rail line The concession contract for the future South Europe Atlantic high-speed rail line between Tours and Bordeaux was signed on 16 June 2011 by the concession company LISEA and Rseau Ferr de France (RFF). The shareholders of the concession company LISEA are VINCI Concessions and VINCI, CDC Infrastructure (of the Caisse des Dpts Group), SOJAS (a dedicated investment structure), and infrastructure investment funds managed and advised by AXA Private Equity. The high-speed rail line is 340 km long (including 40 km of connections to the existing rail network), and represents a total investment of 7.8 billion. LISEAs contribution to the concession financing plan amounts to 3.8 billion and includes: 772 million in LISEA shareholders equity for an amount prefinanced by the commercial banks and the European Investment Bank; 1,060 million in bank debt guaranteed by the state; 612 million in unsecured bank debt; 757 million contributed by the Savings Fund managed by the Caisse des Dpts and guaranteed by RFF; 400 million of credit provided by the European Investment Bank and guaranteed by the state; 200 million of unsecured credit provided by the European Investment Bank.
These commitments have been formalised by the signature by VINCI and VINCI Concessions of the following financing and securities documents: a shareholders equity agreement whose purpose is to specify (i) the shareholders commitment to subscribe and pay up the concession companys authorised share capital; (ii) the shareholders commitments to make the subordinated loans, and if necessary the additional subordinated loans, available to the concession company; (iii) the shareholders commitments to pay the entirety of the shareholders equity constituting the junior debt should certain events of default occur under the common terms agreement; and (iv) the terms of retention of the shareholders stake in the capital of the concession company for the duration of the operation; an inter-creditors agreement entered into, in particular, between VINCI and the other shareholders, under the terms of which the parties to that agreement agreed, among other things, to organise (i) the terms and conditions of subordination of the junior debt to the senior debt resulting mainly from the credits and hedging contracts; (ii) the subordination of the shareholders as guarantors in the event of enforcement of the guarantees given by the shareholders in the context of the equity bridge loans; (iii) the rights of creditors pursuant to the senior debt resulting mainly from the credits and hedging contracts (decisions, implementation of securities, protected rights of certain creditors, etc.); and (iv) the conditions governing authorised payments to the shareholders; a deed of pledge of securities accounts and the declaration of pledge of securities account entered into by the shareholders, the concession company and the financial parties listed therein as beneficiaries, namely, in particular, the lenders and the hedging banks, under the terms of which VINCI pledges the entirety of the securities that it owns representing the authorised share capital and voting rights of the concession company, by way of security for the concession companys obligations to the financial parties in respect of the credits (and the credit agreements in general), the common terms agreement, the guarantee issue agreements and the hedging contracts, and generally pursuant to all the financing documents (as defined in the common terms agreement); a deed of pledge of subordinated shareholders debts, under the terms of which VINCI and the other shareholders pledge their claims against the concession company pursuant to the junior debt by way of security for the concession companys obligations to the financial parties (as defined in the common terms agreement) pursuant to the credits (and the credit agreements in general), the common terms agreement, the guarantee issue agreements and the hedging contracts, and generally pursuant to all the financing documents entered into by the shareholders, potentially by the concession company (as debtor) and by the financial parties listed therein as beneficiaries.
296
Lastly, a shareholders agreement was entered into between the shareholders of the company LISEA SAS, its main purpose being to specify the methods of governance of the concession company. These agreements were concluded on 16 June 2011, with the exception of the shareholders agreement, which was signed on 14 June 2011. In 2012, no transactions were recognised by VINCI in respect of these agreements. Agreements concerning the financing of the company Prado Sud On 2 October 2008, Prado Sud, the company owned by VINCI, VINCI Concessions and Eiffage that holds the concession for the Prado Sud tunnel in Marseille, entered into a financing agreement in a total amount of 189 million, 152 million of which was senior debt with a maturity of 10 years, in the context of a club deal. In the context of this transaction and by way of security for the obligations of Prado Sud to the financial parties under the documents entered into for the purposes of the financing, VINCI entered into a deed of pledge of financial instruments accounts covering the entirety of the securities owned or to be owned by VINCI in the capital and voting rights of Prado Sud, and a deed of pledge of subordinated debt under the terms of which VINCI and the other shareholders pledge the debt owed to them by Prado Sud pursuant to the shareholders commitment agreement referred to below. On 2 October 2008, in the context of the financing of the project, VINCI entered into a shareholders commitment agreement with the company Prado Sud, the other shareholders, VINCI Concessions, Eiffage and the lenders, under the terms of which VINCI undertook, in particular, to make capital contributions or to grant shareholders loans to Prado Sud. On 2 October 2008, VINCI, Prado Sud, the other shareholders, VINCI Concessions, Eiffage, the lenders, the reimbursement banks and the account custodian bank also signed an inter-creditors and subordination agreement with the hedging banks and the lenders under the terms of which the parties agreed, in particular, to arrange the terms of subordination of the junior debt to the debt resulting from the credits and hedging contracts. As a result, in particular, of the contracting authoritys postponement for a period of 15 months of the start of the works, of the date of entry into service of the tunnel and of the date of expiry of the concession, the company Prado Sud and its shareholders renegotiated the project financing agreements with the lenders and the hedging banks so that the project could be completed. In these circumstances, VINCI entered into the following agreements, in particular, on 14 October 2010: an addendum to the shareholders commitment agreement, the purpose of which is to specify and determine the way in which shareholders will assume the additional costs associated with the slippage in the original timetable for surveys and completion of the works, under the terms of which VINCIs commitment in this respect could amount to a maximum of 679,125.20; an addendum to the inter-creditors and subordination agreement reflecting the amendments made to the financing agreements. In 2012, VINCI recognised interest income of 32,966.89 in respect of these agreements. Le Mans Stadium Le Mans Stadium, the company owned by VINCI and VINCI Concessions that holds the concession for the Le Mans stadium, entered into a financing agreement on 6 October 2008 in a total amount of 102 million. In particular, the financing includes a senior debt of 39 million without recourse against the shareholder, with a maximum maturity of 33years and an equity contribution of 11 million from the shareholders of the concession company. In the context of this transaction and by way of security for the obligations of Le Mans Stadium to the financial parties to the documents entered into for the purposes of the financing, VINCI entered into a deed of pledge of financial instruments accounts covering the entirety of the securities owned or to be owned by VINCI in the capital and voting rights of the company Le Mans Stadium. VINCI also entered into a shareholders contribution agreement under the terms of which VINCI undertook, in particular, to make capital contributions or to grant shareholders loans to the company Le Mans Stadium. Furthermore, VINCI signed a subordination agreement with the hedging banks and with the lenders under the terms of which the parties agreed, in particular, to arrange the terms of subordination of the junior debt to the debt resulting from the credits and hedging agreements. In 2012, VINCI recognised interest income of 27,802.65 in respect of these agreements. The MalschOffenburg section of the A5 motorway in Germany On 31 March 2009, Via Solutions Sdwest, the company holding the concession for the section of the A-Modell A5 motorway between Malsch and Offenburg in the south-west of Germany, owned by VINCI (3%), VINCI Concessions (47%), Meridiam Infrastructure and Kirchhoff, finalised the financing of the A5 motorway for which the company had officially been granted the concession by the German government. This financing mainly comprises equity, near-equity and mezzanine contributions of 142.5 million made by the shareholders, and a senior debt in a total amount of 400 million, of which 200 million was granted by a group of four commercial banks (BBVA, Santander, KBC and NIBC) and 200 million by the European Investment Bank.
297
In the context of this operation, VINCI: acted as VINCI Concessions co-principal in respect of a bank guarantee payable on demand in a cumulative amount of 47,187,104, guaranteeing the shareholders provision of loans; and acted as VINCI Concessions co-principal in respect of a bank guarantee payable on demand in a maximum amount of 1,912,896, guaranteeing the payment of equity capital to be contributed by VINCI Concessions and VINCI before 31 December 2014.
Furthermore, VINCI: granted the financial parties a pledge, under German law, of all its current and future rights and interests in the concession company, in particular to guarantee the concession companys obligations pursuant to the financing documents relating to the project; and granted the financial parties a pledge, under German law, of all its current and future receivables owed by the concession company, in particular to guarantee the concession companys obligations pursuant to the financing documents relating to the project.
Lastly, VINCI is party to a subordination agreement under the terms of which, in particular, VINCI agrees that its rights and receivables owed by the concession company shall be subordinated to the rights and receivables of the financial parties. In 2012, no transactions were recognised by VINCI in respect of these agreements.
Paris-La Dfense and Neuilly sur Seine, 7 February 2013 The Statutory Auditors KPMG Audit Department of KPMG SA
Deloitte & Associs
Alain Pons
Mansour Belhiba
This is a free translation into English of the Statutory Auditors special report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English-speaking readers. This report on regulated agreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.
298
Persons responsible for the registration document
Persons responsible for the registration document 1. Statement by the person responsible for the registration document
I declare, having taken all due care, that to the best of my knowledge, the information presented in this registration document gives a true and fair view and that there are no omissions likely to affect materially the meaning of the said information. I confirm that, to the best of my knowledge, the financial statements have been prepared in compliance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and all consolidated entities. I also confirm that the Report of the Board of Directors that starts on page 110 presents a true and fair view of business developments, the results and the financial position of the Company and all consolidated entities, as well as a description of the principal risks and uncertainties that they face. I have received a letter from the Statutory Auditors reporting on the completion of their audit work and stating that they have verified the information relating to the financial position and financial statements included in the present registration document as well as the overall presentation of this registration document. The Statutory Auditors reports on the historical financial information provided in the registration document are included on pages 275 and 292 of this document. These reports contain no observations with respect to the 2012 financial year. In 2011 (pages 261 and 280 of the 2011 registration document filed with the AMF on 27 February 2012), the Statutory Auditors report on the consolidated financial statements contained no observations. In 2010 (pages 270 and 289 of the 2010 registration document filed with the AMF on 23 March 2011), the Statutory Auditors reports contained contained an observation on the change of accounting method made. Xavier Huillard, Chairman and Chief Executive Officer
2.

Statutory Auditors
Names of the Statutory Auditors
KPMG SA A member of KPMG International Immeuble Le Palatin, 3 cours du Triangle 92939 Paris-La Dfense, France (Patrick-Hubert Petit) First appointed: 10 May 2007 Current appointment expires at the close of the Shareholders General Meeting to approve the 2012 financial statements. Deloitte & Associs 185 avenue Charles de Gaulle, 92200 Neuilly sur Seine, France (Alain Pons and Mansour Belhiba) First appointed: 30 May 2001 Current appointment expires at the close of the Shareholders General Meeting to approve the 2012 financial statements.
Statutory Auditors
Deputy Statutory Auditors
Philippe Mathis Immeuble Le Palatin, 3 cours du Triangle 92939 Paris-La Dfense, France First appointed: 10 May 2007 Current appointment expires at the close of the Shareholders General Meeting to approve the 2012 financial statements. BEAS SARL 7-9 villa Houssay, 92200 Neuilly sur Seine, France First appointed: 30 May 2001 Current appointment expires at the close of the Shareholders General Meeting to approve the 2012 financial statements.
The Companys Statutory Auditors are registered with the official statutory auditors representative body (Compagnie Nationale des Commissaires aux Comptes) and are subject to the authority of the French High Council for Statutory Audit (Haut Conseil du Commissariat aux Comptes).
3.
Persons responsible for financial information

Christian Labeyrie, Executive Vice-President, Chief Financial Officer and member of the Executive Committee (+33 1 47 16 35 23). Pierre Duprat, Director of Corporate Communications and member of the Executive Committee (+33 1 47 16 44 06). Franck Mougin, Vice-President, Human Resources and Corporate Social Responsibility and member of the Executive Committee (+33 1 47 16 37 58). Patrick Richard, General Counsel, Secretary to the Board of Directors and member of the Executive Committee (+33 1 47 16 38 83).
4.
Other information referred to in this document

In application of Article 28 of European Regulation 809/2004, the following information referred to in this registration document is deemed to have been provided thereby: the 2010 IFRS consolidated financial statements and the 2010 parent company financial statements prepared in accordance with French accounting standards, the associated reports of the Statutory Auditors and sections 9 and 10 of the table of correspondence shown on pages 179-270, 271-289 and 291-292 respectively of the 2010 registration document filed with the AMF on 23 March 2011 under number D.11-0169; the 2011 IFRS consolidated financial statements and the 2011 parent company financial statements prepared in accordance with French accounting standards, the associated reports of the Statutory Auditors and sections 9 and 10 of the table of correspondence shown on pages 178-261, 262-280 and 282-283 respectively of the 2011 registration document filed with the AMF on 27 February 2012 under the number D.12-0108.
5.
Documents available for public consultation

All the documents defined in Article L.451-1-2 of the French Monetary and Financial Code (Code Montaire et Financier) and Article 221-3 of the General Regulation of the AMF are available on the Companys website (www.vinci.com). VINCIs Articles of Association may be consulted at the Companys registered office at 1 cours Ferdinand de Lesseps, 92500 Rueil Malmaison, France (+33 1 47 16 38 83) and on the Companys website (www.vinci.com).
Registration document table of correspondence
299

The table below gives references to the information to be included in the annual report filed as a registration document. Items listed in Appendix 1 to European Regulation 809/2004 Registration document
1. 2. 3. 4. 5.
3.1 Selected historical financial information 3.2 Selected financial information for interim periods
Persons responsible Statutory auditors Selected financial information Risk factors Information about the issuer
298 298
Flap, 197 NA
120-126, 243-256
5.1 History and development of the issuer 17 5.1.1 Legal and commercial name of the issuer 169 5.1.2 Place of registration of the issuer and its registration number 169 5.1.3 Date of incorporation and length of life of the issuer 169 5.1.4 Registered office and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office 169 5.1.5 Important events in the development of the issuers business 42-49, 56-64, 74-79, 86-90, 98-105, 106, 111-112, 213-214 5.2 Investments 5.2.1 Principal investments made 111-112, 116, 200, 213-214, 216-219, 224-227, 229-230 5.2.2 Principal investments in progress 259-265 5.2.3 Principal future investments 49, 259-265 6.1 6.2 6.3 6.4 6.5 7.1 7.2
6.
Business overview
Principal activities Principal markets Exceptional events Extent of dependence on patents or licences, industrial, commercial or financial contracts or new manufacturing processes Competitive position Description of the Group List of significant subsidiaries
1, 16-17, 32-107 1, 32-39, 51-53, 61, 66-71, 81-83, 93-95, 106, 112-114, 215-219 118 NA 1, 39, 61, 71, 83, 95 170 34, 170-173, 216-219, 264, 268-274, 290
7. 8.
Organisational structure Property, plant and equipment
8.1 8.2
Existing or planned material tangible fixed assets, including leased properties and any major encumbrances thereon Environmental issues that may affect the issuers utilisation of the tangible fixed assets
81, 227-228, 246-248, 264-265 19-20, 23-24, 29, 124-125, 150-159, 166-168, 177-178 Flap, 111-117, 197-223, 291 111-115, 220 111-114, 204-206, 215-219 12, 16-17, 120-126
9.
9.1 9.2 9.2.1 9.2.2 9.2.3
Operating and financial review
Financial situation Operating results Significant factors materially affecting the issuers income from operations Discussion of changes in revenue or income Strategic or governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuers operations
10. Capital resources

10.1 10.2 10.3 10.4 10.5
Capital resources 116-117, 169-176, 197-201, 232-258, 278, 284-287 Sources and amounts of cash flows 116, 200, 279 Borrowing requirements and funding structure of the issuer 112, 116-117, 197-200, 245-258, 278-279, 285-287 Information on any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuers operations 123, 134-137, 169-176, 232-238, 245-258, 278, 284-287 Information regarding the anticipated sources of funds needed to implement planned investments 112, 115-117, 174-176, 245-263
300
11. Research and development, patents and licences 12. Trend information
29
56, 118-119 12, 16-17, 49, 56, 65, 79, 91, 105, 106, 118-119, 267, 290
12.1 Most significant trends in production since the end of the last financial year 12.2 Commitments that are reasonably likely to have a material effect on the issuers prospects
13. Profit forecasts or estimates 14. Administrative, management and supervisory bodies and senior management
14.1 Administrative and management bodies 14.2 Administrative, management and supervisory bodies and senior managements conflicts of interest 15.1 Remuneration and benefits in kind 15.2 Total amounts set aside to provide pensions, retirement or similar benefits 16.1 16.2 16.3 16.4 Date of expiration of current terms of office Service contracts of members of the administrative, management or supervisory bodies Information about the Audit Committee and the Remuneration Committee Compliance with corporate governance requirements
NA
13-15, 127-131, 179-187 179-182
15. Remuneration and benefits
132-137, 142-143, 186-187, 263, 289 133, 186-187, 238-241, 263-265, 289-290 13, 127-131, 180-182 NA 13, 127-131, 179-186 179-194
16. Organisation of the Board of Directors and senior management
17. Employees
17.1 Number of employees 17.2 Shareholdings and stock options 17.3 Arrangements for involving employees in the capital of the issuer
Flap, 1, 22, 27, 28, 66, 69, 93, 138-150, 289 127-137, 142-143, 186-187, 205, 220, 235-238, 263, 289 28, 134-137, 142-143, 172, 205, 220, 235-238, 263, 289
18. Major shareholders

18.1 18.2 18.3 18.4
Shareholders holding more than 5% of the capital 30, 172 Existence of different voting rights 172 Direct or indirect ownership of the issuer 30, 172-173 Arrangements known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer NA
19. Related party transactions 118, 170-171, 203-204, 263-264, 267-274, 288-290 20. Financial information concerning the issuers assets and liabilities, financial position and profits and losses
20.1 20.2 20.3 20.4 20.5 20.6 20.7 20.8 20.9
Historical financial information 197, 298 Pro forma financial information NA Financial statements 197-201, 277-279 Audit of historical annual financial information 275, 292, 298 Date of latest financial information NA Interim period financial information NA Dividend policy 30, 118, 200-201, 234, 267, 279, 284, 291 Legal and arbitration proceedings 265-266 Significant change in the issuers financial or trading position since the end of the last financial year 56, 118-119, 267 134-137, 169-176, 201, 206-207, 232-238, 284, 291 144-145, 169-170, 174-176, 179-180, 182, 187, 206, 207, 298
21. Additional information

21.1 Share capital 21.2 Corporate statutes
22. 23. 24. 25.
Material contracts 17, 34-49, 56-64, 74-79, 86-90, 98-106, 112-114, 117-118, 232, 259-265, 267 Third party information, statements by experts and declarations of interest 298 Documents available for public consultation 298 Information on shareholdings 170, 268-274, 290
In accordance with Article 212-13 of the General Regulation of the Autorit des Marchs Financiers (AMF, the French securities regulator), this document comprises the registration document filed with the AMF under the number D.13-0085 on 27 February 2013. It may be used in support of a financial transaction only if it is supplemented by a prospectus on the transaction officially approved by the AMF. The signatories of this document, prepared by VINCI, are responsible for the information contained therein. This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.
Luc Benevello Xavier Boymond Jrme Cabanel Philippe Castao CHABANNE & Partenaires architectes//RSI-Studio Augusto Da Silva/Graphix Images Raphal Dautigny Bruno Delessard/ Challenges-REA Thibault Desplats Cyrille Dupont Andrew Elliott Dirk Eusterbrock/Graphix Images Jean-Yves Govin Sorel Jean-Yves Guillaume/Brest mtropole ocane D. Hayduk/CAPA Pictures Axel Heise Pascal Le Doar Francis Mainard Thierry Marzloff Meynier Design for VINCI Autoroutes Alain Montaufier Natwork.be Richard Nourry Stphane Olivier Vronique Paul Claude Pauquet/Agence Vu Paul Raftery Christophe Recoura RFF/CAPA/Jean-Baptiste Vetter (TOMA) Ian Teh/Agence Vu Ccile Tral Francis Vigouroux Photo libraries of VINCI and subsidiaries. All rights reserved. . - 11712 Translation: Alto International Printing: Arteprint. This document is printed using vegetable-based inks Design and production: on paper sourced from sustainably managed forests.
1 cours Ferdinand de Lesseps 92851 Rueil Malmaison Cedex - France Tel: +33 1 47 16 35 00 Fax: +33 1 47 51 91 02 www.vinci.com

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2012 ANNUaL

2012 Annual Report

34 VINCIs concessions worldwide 36 VINCI Autoroutes 50 VINCI Concessions 66 Contracting 80 Eurovia

68 VINCI Energies 92 VINCI Construction

Operating income from ordinary activities

France International  Concession subsidiaries works revenue

Revenue by geographical area (1)

24,324 2,374 2,257 1,614 2,001 1,101 1,832 1,695 1,435

63.0% 6.1% 5.8% 4.2% 5.2% 2.8% 4.8% 4.4% 3.7%

8.0% 91.6% 0.4%

Property and holding companies 729

Net income attributable to owners of the parent

Cash flow from operations (4)

(in millions and as a percentage of revenue (1))

(in millions and as a percentage of revenue (1))

Net financial debt at 31 December

Revenue by business (1)

Operating income from ordinary activities by business

Concessions Contracting Property and intragroup eliminations

Concessions Contracting Property and holding companies

Net income attributable to owners of the parent by business

Cash flow from operations by business (4)

Concessions Contracting Property and holding companies

Concessions Contracting Property and holding companies

VINCI 2012 Annual Report

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Message from the Chairman and CEO

VINCI 2012 Annual Report

Yves-Thibault de Silguy lisabeth Boyer

Vice-Chairman and Senior Director of the Board, VINCI

Robert Castaigne Franois David(1) Patrick Faure(1)

Honorary Chairman, Coface SA

Appointments and Corporate Governance Committee

Chairman, Patrick Faure et Associs

Adviser to the Chairman of Natixis

Jean-Pierre Lamoure Jean-Bernard Lvy

Chairman of the Supervisory Board, Atlantic SFDT

Yves-Thibault de Silguy (Chairman) Patrick Faure Dominique Ferrero

Chairman and Chief Executive Officer, Thales

Michael Pragnell(2) Henri Saint Olive Pascale Sourisse

France International Concession subsidiaries works revenue