The completion of this transaction follows the signature and announcement on 31 August 2009 of a Memorandum of Understanding providing for exclusive negotiations on a certain basis, followed by the signature and announcement on 19 January 2010 of a firm agreement (the “Agreement”) between VINCI, Qatari Diar and its wholly-owned subsidiary Comet Luxembourg Holding. The Agreement relates to the direct and indirect transfer to VINCI of the entirety of the capital of Cegelec Entreprise, the parent company of the Cegelec group, in exchange for the allocation to Qatari Diar of a stake in VINCI’s capital, subject to certain conditions precedent. The Agreement confirmed the basis of the transaction announced on 31 August 2009.

On 2 April 2010, pursuant to the Agreement, VINCI and Comet Luxembourg entered into a contract containing the terms and conditions of the transfer carried out both by way of a contribution in kind within the meaning of Article L. 225-147 of the French Commercial Code for a consideration of new VINCI shares and by way of an exchange against VINCI shares held by VINCI in treasury (the “Contract”).

At its meeting on 14 April 2010, VINCI’s Board of Directors, formally noting that the conditions precedent had been satisfied, approved the contribution in kind and exchange transactions described in the Contract. In particular, pursuant to the delegated powers granted by the Combined General Meeting dated 14 May 2009, in accordance with the provisions of Article L. 225-147 of the French Commercial Code, and in the light of the reports prepared by the asset transfer auditors (“Commissaires aux apports”), the Board approved the contribution in kind, the value of the securities contributed and the resulting capital increase. The terms and conditions of this transaction, and the rationale thereof, are described below.

1. The reasons for the transaction

The transaction will enable VINCI, directly and indirectly, to own 100% of the authorised share capital and voting rights of Cegelec Entreprise, Cegelec’s parent company. This alliance will result in:
– a key contribution to the management of complex major projects on an international scale, which are destined to represent a growing proportion of the VINCI group’s business;
– development in the area of multi-technique maintenance, an activity that offers a satisfactory degree of recurring business;
– acceleration of the VINCI group’s international penetration of the energy sector, by strengthening its presence in Europe and opening up the market in emerging countries;
– a high degree of complementarity of establishments, particularly in France;
– development in promising sectors such as energy, oil & gas, transport systems and nuclear.

With Cegelec, VINCI will thus become one of Europe’s leading providers of energy services to industry and local authorities.

For its part, through Comet Luxembourg, the Qatari Diar group will become VINCI’s largest shareholder after the VINCI group’s employee savings fund, with 5.78% of VINCI’s capital and voting rights⁽²⁾ received in the context of this transaction.