VINCI

Capital/Financing Update • Jan 17, 2019

Final Terms dated 16 January 2019

VINCI

Euro 6,000,000,000 Euro Medium Term Note Programme for the issue of Notes

SERIES NO: 16 TRANCHE NO: 1

Euro 950,000,000 1.625 per cent. Notes due 18 January 2029

Issued by: VINCI (the Issuer)

Global Coordinators

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NATIXIS

Joint Lead Managers

BANCA IMI BANCO BILBAO VIZCAYA ARGENTARIA, S.A. MUFG NATIXIS NATWEST MARKETS

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority ("ESMA") on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU as amended ("MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the base prospectus dated 2 July 2018 (the "Base Prospectus"), the first supplement to the Base Prospectus dated 8 August 2018, the second supplement to the Base Prospectus dated 4 September 2018, the third supplement to the Base Prospectus dated 26 October 2018, the fourth supplement to the Base Prospectus dated 3 January 2019 and the fifth supplement to the Base Prospectus dated 10 January 2019, which together constitute a base prospectus for the purposes of the prospectus directive (Directive 2003/71/EC, as amended) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the Autorité des marchés financiers (www.amf-france.org) and (b) the Issuer (www.vinci.com) and copies may be obtained free of charge from VINCI, 1 cours Ferdinand de Lesseps - 92851 Rueil-Malmaison cedex, France.

1.	Series Number: (i)	16
	(ii) Tranche Number:	1
2.	Specified Currency or Currencies:	$\epsilon$ or EUR
3.	Aggregate Nominal Amount of Notes admitted to trading:
	Series: (i)	€950,000,000
	(ii) Tranche:	€950,000,000
4.	Issue Price:	99.034 per cent. of the Aggregate Nominal Amount
5.	Specified Denomination:	€100,000
6.	Issue Date: (i)	18 January 2019
	(ii) Interest Commencement Date:	Issue Date
7.	Maturity Date:	18 January 2029
8.	Extended Maturity Date:	Not Applicable
9.	Interest Basis:	1.625 per cent. Fixed Rate
10.	Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount (further particulars specified in paragraph 25 below)
11. Change of Interest Basis:		Not Applicable
	12. Put/Call Options:	Residual Maturity Call Option (further particulars specified in paragraph 22 below)
	13. Make-whole Redemption:	Applicable (further particulars specified in paragraph 23 below)
14.	(i) Status of the Notes:	Unsubordinated Notes
	(ii) Dates оf the corporate authorisations for issuance of the Notes:	Decision of the Board of Directors of the Issuer dated 7 February 2018

Decision of Christian Labeyrie, Directeur General Adjoint and Directeur Financier of the Issuer dated 11 January 2019

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions:	Applicable
	(i) Rate of Interest:	1.625 per cent. per annum payable in arrear on each Interest Payment Date
	(ii) Interest Payment Date(s):	18 January in each year
	(iii) Fixed Coupon Amount:	€1,625 per €100,000 in Nominal Amount
	(iv) Broken Amount(s):	Not Applicable
	(v) Day Count Fraction:	Actual/Actual-ICMA
	(vi) Determination Dates:	18 January in each year
16.	Floating Rate Note Provisions:	Not Applicable
17. Fixed/Floating Rate Notes Provisions:		Not Applicable
	18. Zero Coupon Note Provisions:	Not Applicable
19.	Inflation Linked Note Provisions:	Not Applicable
20.	Dual Currency Note Provisions:	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
	21. Call Option:	Not Applicable
22.	Residual Maturity Call Option:	Applicable
	(i) Initial Residual Maturity Call Option Date:	18 October 2028
	(ii) Notice period:	As set out in the Conditions
23.	Make-whole Redemption:	Applicable
	Make-whole Redemption (i) Margin:	0.25 per cent. per annum
	Make-whole Redemption (ii) Rate:	Reference Dealer Quotation
	(iii) Reference Screen Rate:	Not Applicable
	(iv) Reference Security:	German Federal Government Bond of Bundesrepublik Deutschland due 15 February 2029 with ISIN Number DE0001102465
	(v) Reference Dealers:	As set out in the Conditions
	24. Put Option:	Not Applicable
	25. Final Redemption Amount of each Note:	$€100,000$ per Note

26.	Inflation Linked Notes - Provisions relating to the Final Redemption Amount:	Not Applicable
27.	Redemption by Instalments:	Not Applicable
28.	Early Redemption Amount:
	(i) Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition $6(g)$ ), for illegality (Condition $6(j)$ ) or of default event on (Condition 9):	Condition $6(f)(iii)(A)$ applies
	Redemption (ii) for taxation reasons on days other than Interest Payment Dates:	No
	Linked Inflation Notes (ii) Provisions relating to the Early Redemption Amount(s):	Not Applicable
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.	Form of Notes:	Dematerialised Notes
	(i) οf Dematerialised Form Notes:	Bearer dematerialised form (au porteur)
	(ii) Registration Agent:	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable
30.	Possibility request to identification information of the Noteholders provided as by Condition $1(a)(i)$ :	Applicable
	31. Financial Centre(s) other or special provisions relating to Payment Dates:	TARGET 2
32.	Talons for future Coupons or Receipts attached to be to Definitive Notes (and dates on which such Talons mature):	Not Applicable
33.	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
34.	Consolidation provisions:	Not Applicable
35.	Masse:	The Representative shall be:
		MASSQUOTE S.A.S.U.
		RCS 529 065 880 Nanterre
		7bis rue de Neuilly
		F-92110 Clichy
		Mailing address : 33, rue Anna Jacquin

92100 Boulogne Billancourt

France Represented by its Chairman

The Representative will be entitled to a remuneration of $\epsilon$ 4,500 (VAT excluded) payable in full on the Issue date.

The Representative will exercise its duty until its dissolution, resignation or termination of its duty by a general assembly of Noteholders or until it becomes unable to act. Its appointment shall automatically cease on the Maturity Date, or total redemption prior to the Maturity Date.

GENERAL

The aggregate principal amount of Notes issued has been translated into Euro at the rate of [.] producing a sum of: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the Euro 6,000,000,000 Medium Term Note Programme of VINCI.

Signed on behalf of VINCI:

By: Thierry Mirville, Directeur Financier adjoint Duly authorised

1, cours Ferdinand-de-Lesseps 92851 Rueil-Malmaison Cedex Tél. +33 1 47 16 35 00 RCS Nanterre B 552 037 806

PART B-OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Admission to trading:

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 18 January 2019.

(ii) Estimate of total expenses related to admission to trading:

€12,575

(iii) Other markets or equivalent markets on which, to the knowledge of the Issuer, securities of the same class of the Notes to be admitted to trading are already admitted to trading:

2. RATINGS

Ratings:

The Programme has been rated A- by S&P Global Ratings Europe Limited ("S&P") and A3 (senior unsecured debt) by Moody's Investors Service Ltd ("Moody's")

The Notes to be issued have been rated:

$S\&P: A-$ Moody's: A3

Not Applicable

Each of S&P and Moody's is established in the European Union and registered under Regulation (EC) No 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"). As such, each of S&P and Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europea.eu/page/Listregistered-and-certified-CRAs) in accordance with the CRA Regulation.

$3.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Joint Lead Managers in connection with the Issue of the Notes, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4. YIELD - FIXED RATE NOTES ONLY

Indication of yield:

1.731 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

ISIN Code:

FR0013397452

Common Code: 193704735 Depositaries: $(i)$ Euroclear France to act as Central Depositary: Yes $(ii)$ $Common$ Depositary for Bank Euroclear and Clearstream Banking, S.A.: No Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s): Not Applicable Delivery: Delivery against payment Names and addresses of initial Paying $Agent(s)$ : BNP Paribas Securities Services (affiliated with Euroclear France under number 29106) 3,5,7 rue du General Compans, 93500 Pantin France Names and addresses of additional Paying Agent(s) (if any): Not Applicable 8. DISTRIBUTION $(i)$ Method of distribution: Syndicated $(ii)$ If syndicated: (A) Names of the Joint Lead Managers: Banca IMI S.p.A. Banco Bilbao Vizcaya Argentaria, S.A. MUFG Securities EMEA plc Natixis NatWest Markets Plc (B) Date of Subscription Agreement: 16 January 2019 (C) Stabilising Manager (if any): Not Applicable $(iii)$ If non-syndicated, name of Dealer: Not Applicable $(iv)$ US Selling Restrictions: The Issuer is Category 2 for the purposes of Regulation S under the United States Securities Act of 1933, as amended. TEFRA Not Applicable