VINCI

Capital/Financing Update • Jul 19, 2013

Final Terms dated 16 January 2012

Euro 3.000.000.000 Euro Medium Term Note Programme for the issue of Notes

SERIES NO: 3 TRANCHE NO: 1 EUR 75,000,000 4.15 per cent. Notes due 18 January 2019 (the Notes) Issued by: VINCI (the Issuer)

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 22 June 2011 and the supplements to the Base Prospectus dated 8 September 2011 and 11 November 2011 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, I cours Ferdinand de Lesseps -92851 Rueil-Malmaison cedex, France.

1.	Issuer:	VINCI
2.	Series Number: (i)	3
	(ii) Tranche Number:
3.	Specified Currency or Currencies:	Euro ("EUR")
4.	Aggregate Nominal Amount of Notes admitted to trading:
	Series: (i)	EUR 75,000,000
	(ii) Tranche:	EUR 75,000,000
	Issue Price:	100 per cent of the Aggregate Nominal Amount

6.	Specified Denomination(s):	EUR 100,000
7.	Issue Date:	18 January 2012
8.	Maturity Date:	18 January 2019
9.	Interest Basis:	4.15 % Fixed 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:	Decision of the Board of Directors of the Issuer dated 17 October 2011 and decision of Mr. Xavier Huillard, Général of the Issuer dated Président Directeur 11 January 2012
14.	Method of distribution:	Non-syndicated
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions:	Applicable
	Rate of Interest: (i)	4.15 per cent. per annum payable annually in arrear
	Interest Payment Date(s): (ii)	18 January in each year, commencing on 18 January 2013
	(iii) Fixed Coupon Amount[(s)]:	EUR 4,150 pcr EUR 100,000 in Nominal Amount
	(iv) Broken Amount(s):	Not Applicable
	Day Count Fraction: (v)	Actual/Actual (ICMA)
	(vi) Determination Dates:	18 January in each year
	(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:	Not Applicable
16.	Floating Rate Note Provisions:	Not Applicable
17.	Zero Coupon Note Provisions:	Not Applicable
18.	Index-Linked Interest Note/Inflation Linked Interest Note/other variable-linked interest Note Provisions:	Not Applicable

• 1. Dual Currency Note Provisions: Not Applicable
• PROVISIONS RELATING TO REDEMPTION

20. Call Option:	Not Applicable
21. Put Option:	Not Applicable
22. Final Redemption Amount of each Note:	EUR 100,000 per Note of EUR 100,000 specified denomination

$\overline{2}$

Not Applicable

23. Redemption by Instalments:

24. 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

25.	Form of Notes:	Dematerialised Notes
	Dematerialised of (i) Form Notes:	Bearer dematerialised form (au porteur)
	Registration Agent: (ii)	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable
	26. Financial Centre(s) or other special provisions relating to Payment Dates:	TARGET2
	27. Talons for future Coupons or attached Receipts to be to. Definitive Notes (and dates on which such Talons mature):	Not Applicable
28.	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:	Not Applicable
	29. Details relating to Instalment of Nates: amount each instalment, date on which each payment is to be made:	Not Applicable
	30. Redenomination, renominalisation and reconventioning provisions:	Not Applicable
	31. Consolidation provisions:	Not Applicable

1. Representation of holders of Notes/Masse:

Applicable

The initial Representative will be:

Sandrine D'Haussy 69. avenue Gambetta 94100 Saint Maur des Fossés France

The alternate Representative will be:

Sylvain Thomazo 20, rue Victor Bart 78000 Versailles France

The Representative will be entitled to a one-off upfront fee of EUR 4,200 (VAT excluded).

1. Other final terms:

DISTRIBUTION

1. (i) If syndicated, names of Managers:

(ii) Stabilising Manager(s) (if any):

1. If non-syndicated, name of Dealer:

2. Additional selling restrictions:

3. U.S. selling restrictions:

Not Applicable

Not Applicable

Not Applicable

Deutsche Bank Aktiengesellschaft Grosse Galusstrasse 10-14 60272 Frankfurt am Main Germany

Not Applicable The Issuer is Category 2 for the purposes of Regulation S under the United States Securities Act of 1933, as amended.

TEFRA not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the regulated market of Euronext Paris of the Notes described herein pursuant to the Euro 3,000,000,000 Medium Term Note Programme of VINCI.

RESPONSIBILITY

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

Signed on behalf of VINCI:

assurano By:

Duly authorised

PART B-OTHER INFORMATION

RISK FACTORS $1.$

As described in the Base Prospectus.

2. 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 the regulated market of Euronext Paris with effect from 18 January 2012.

(ii) Estimate of total expenses related to admission to trading: EUR 4,000

RATINGS $3₁$

Ratings:

The Programme has been rated BBB+ by Standard & Poor's Credit Market Services Europe limited ("S&P") and Baal by Moody's Investors Services, ltd. ("Moody's").

The Notes to be issued have been rated:

S&P: BBB+ Moody's: Baal

Each of S&P and Moody's is established in the European Union and registered under Regulation (EC) No 1060/2009

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{\mathbf{4}}$

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

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES $5.$

(i)	Reasons for the offer:	See "Use of Proceeds" wording in Base Prospectus.
(ii)	Estimated net proceeds:	Not applicable
	(iii) Estimated total expenses:	Not Applicable
6.	YIELD
Indication of yield:		4.15 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.

OPERATIONAL INFORMATION 8.

ISIN Code:	FR0011182922
Common Code:	073343933
Depositaries:
Euroclear France to act as (i) Central Depositary:	Yes
Depositary for (ii) Common Bank and Euroclear Clearstream Banking, société anonyme:	No
Any clearing system(s) other than Bank S.A./N.V. Furoclear and Clearstream Banking, société anonyme identification relevant and the 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) 9, rue du Débarcadère 93761 Pantin cedex France
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable