VINCI

Capital/Financing Update • Jul 19, 2013

Final Terms dated 16 April 2013

VINCI

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

SERIES NO: 9 TRANCHE NO: 1 EUR 500,000,000 Floating Rate Notes due 18 April 2016 (the "Notes")

Issued by: VINCI (the "Issuer")

Managers COMMERZBANK NATIXIS RBC CAPITAL MARKETS SMBC NIKKO THE ROYAL BANK OF SCOTLAND

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 21 June 2012 and the supplements to the Base Prospectus dated 8 August 2012, 20 November 2012, 13 February 2013 and 4 March 2013 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended by Directive 2010/73/EU (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.	Issuer:	VINCI
$\overline{2}$ .	(i) Series Number:	9
	Tranche Number: (ii)	1
3.	Specified Currency or
	Currencies:	Euro ("EUR")
4.	Aggregate Nominal Amount of Notes admitted to trading:
	(i) Series:	EUR 500,000,000
	Tranche: (ii)	EUR 500,000,000
5.	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:	EUR 100,000
7.	Issue Date: (i)	18 April 2013
	(ii) Interest Commencement
	Date:	18 April 2013
8.	Maturity Date:	Specified Interest Payment Date falling in or nearest to 18 April 2016
9.	Interest Basis:	Three $(3)$ month EURIBOR + 0.58 per cent. per annum Floating Rate
		(further particulars specified below)
10.	Redemption/Payment Basis:	Redemption at par
11.	Change of Interest or
	Redemption/Payment Basis:	Not Applicable
12.	Put/Call Options:	Not Applicable
13.	Status of the Notes: (i)	Unsubordinated Notes
	(ii) Dates of the corporate authorisations for issuance of the Notes:	Authorisation of the Board of Directors of the Issuer dated 5 February 2013 and decision of Mr. Xavier Huillard, Président-Directeur Général of the Issuer, dated 10 April 2013
14.	Method of distribution:	Syndicated
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions:	Not Applicable
16.	Floating Rate Note Provisions:	Applicable
	Interest Period(s): (i)	As per the Conditions
	Specified Interest Payment (ii) Dates:	Interest payable quarterly in arrear on 18 January, 18 April, 18 July and 18 October in each year, commencing on 18 July 2013, up to, and including, the Maturity Date, all such dates being subject to adjustment in accordance with the Business Day Convention set out in (v) below
	(iii) First Specified Interest Payment Date:	18 July 2013 subject to adjustment in accordance with the Business Day Convention set out in (v) below
	(iv) Interest Period Date:	Not Applicable

$\bar{t}$

厚

	(v)	Business Day Convention:	Modified Following Business Day Convention
		(vi) Business Centre(s):	Not Applicable
		(vii) Manner in which the Rate of Interest is to be determined:	Screen Rate Determination
		(viii) Party responsible for calculating the Rate of Interest and Interest Amounts (if not the Calculation Agent):	Not Applicable
		(ix) Screen Rate Determination:	Applicable
		Relevant Rate:	EURIBOR 3 months
		- Interest Determination $Date(s)$ :	Two (2) TARGET 2 Business Days prior to the first day of each Interest Period
		- Relevant Screen page:	Reuters EURIBOR01
	(x)	FBF Determination	Not Applicable
		(xi) ISDA Determination:	Not Applicable
		(xii) Margin:	$+0.58$ per cent. per annum
		(xiii) Minimum Rate of Interest:	Not Applicable
		(xiv) Maximum Rate of Interest:	Not Applicable
		(xv) Day Count Fraction:	Actual/360
17.		Zero Coupon Note Provisions:	Not Applicable
18.		Index-Linked Interest Note/Inflation Linked Interest Note/other variable-linked
		interest Note Provisions:	Not Applicable
19.		Dual Currency Note Provisions:	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
20.		Call Option:	Not Applicable
21.		Make-whole Redemption	Not Applicable
22.		Put Option:	Not Applicable
23. Final Redemption Amount of each Note:			EUR 100,000 per Note of EUR 100,000 Specified Denomination
24.		Redemption by Instalments:	Not Applicable
25.		Early Redemption Amount:
		Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition $6(f)$ , for illegality (Condition $6(j)$ ) or on event of default (Condition 9) or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):	EUR 100,000 per Note of EUR 100,000 Specified Denomination

GENERAL PROVISIONS APPLICABLE TO THE NOTES

$\bar{t}$

26.	Form of Notes:	Dematerialised Notes
	of Dematerialised (i) Form Notes:	Bearer dematerialised form (au porteur)
	Registration Agent: (ii)	Not Applicable
	(iii) Temporary Global
	Certificate:	Not Applicable
	27. Financial Centre(s) other or special provisions relating to Payment Dates:	Not Applicable
	28. Talons for future Coupons or be attached Receipts to to Definitive Notes (and dates on which such Talons mature):	Not Applicable
	29. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay: 30. Details relating to Instalment Notes: amount of each instalment,	Not Applicable
	date on which each payment is to
	be made:	Not Applicable
	31. Redenomination, renominalisation
	and reconventioning provisions:	Not Applicable
32.	Consolidation provisions:	Not Applicable
33.	Representation of holders of Notes/Masse:	Applicable
		The initial Representative will be: Stéphanie Besse c/o Natixis 47, quai d'Austerlitz 75013 Paris France
		The alternate Representative will be: Marc Gueguen c/o Natixis 47, quai d'Austerlitz 75013 Paris France
		The Representative will not receive any remuneration.

34.	Other final terms:	Not Applicable
DISTRIBUTION
35.	(i) If syndicated, names of Managers:	Commerzbank Aktiengesellschaft Natixis RBC Europe Limited SMBC Nikko Capital Markets Limited The Royal Bank of Scotland plc
	(ii) Date of Subscription Agreement:	16 April 2013
	(iii) Stabilising Manager(s) (if any):	Not Applicable
36.	If non-syndicated, name of
	Dealer:	Not Applicable
37.	Additional selling restrictions:	Not Applicable
38.	U.S. 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

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.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of VINCI:

By:

Wester of The Sunday
Director of Thesury and Financing

PART B - OTHER INFORMATION

EUR 7,600

Not Applicable

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 the Issue Date.

• (ii) Estimate of total expenses related to admission to trading:
• (iii) Other markets or equivalent markets on which, to the of the knowledge 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 BBB+ by Standard & Poor's Credit Markets Services Europe Limited ("S&P")

and Baa1 by Moody's Investors Services Ltd.

("Moody's"). The Notes to be issued have been rated: S&P: BBB+

Moody's: Baa1

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) 513/2011 (the "CRA Regulation"). As such, each of S&P and Moody's is included in the list of credit agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation.

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

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. REASONS FOR THE OFFER

Reasons for the offer:

See "Use of Proceeds" wording in Base Prospectus

5. OPERATIONAL INFORMATION

ISIN Code:

FR0011471010

Common Code: 091827999

Depositaries:

$\hat{\mathcal{L}}$

$\overline{a}$

(i) Euroclear France to act as Central Depositary:	Yes
Depositary (ii) Common for Euroclear Bank and Clearstream Banking, société anonyme:	N 0
Any clearing system(s) other than Euroclear Bank S.A.N.V. and Clearstream Banking, société anonyme identification the relevant and
$number(s)$ :	Not Applicable
Delivery:	Delivery against payment
Names and addresses of initial Paying $Agent(s)$ : Names and addresses of additional	BNP Paribas Securities Services (affiliated with Euroclear France under number 29106) 9, rue du Débarcadère 93761 Pantin cedex France
Paying Agent(s) (if any):	Not Applicable

$\overline{7}$