VINCI — Capital/Financing Update 2019

Jan 17, 2019

Final Terms dated 12 October 2018

VINCI

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

SERIES NO: 13 TRANCHE NO: 2

Issue of Euro 100,000,000 1.750 per cent. Notes due 26 September 2030 (the "Notes") to be assimilated (assimilées) and form a single series with the existing Euro 1,000,000,000 1.750 per cent. Notes due 26 September 2030 issued on 26 September 2018 as Tranche 1 of Series 13 (the "Existing Notes")

Issued by: VINCI (the Issuer)

Sole Bookrunner

CRÉDIT AGRICOLE CIB

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of the 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 manufacturer's 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 manufacturer's 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 first supplement to the Base Prospectus dated 8 August 2018 and the second supplement to the Base Prospectus dated 4 September 2018 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.

• (i) Series Number: $\mathbf{1}$ . 13 $\overline{2}$ (ii) Tranche Number: The Notes will be assimilated (assimilées) and form a single series with the Existing Notes as from the Issue Date. Specified Currency or $2₁$ Currencies: $\epsilon$ or EUR $3.$ Aggregate Nominal Amount of Notes admitted to trading: Series: €1,100,000,000 $(i)$ $(ii)$ Tranche: €100,000,000 $\overline{\mathbf{4}}$ . Issue Price: 99.286 per cent. of the Aggregate Nominal Amount of the Notes plus an amount of accrued interest equal to €95,890.41 corresponding to 20 days from, and including, 26 September 2018 to, but excluding, the Issue Date. €100,000 5. Specified Denomination: 6. 16 October 2018 $(i)$ Issue Date: (ii) Interest Commencement Date: Issue Date 7. Maturity Date: 26 September 2030 8. Extended Maturity Date: Not Applicable 9. Interest Basis: 1.750 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 27 below) 11. Change of Interest Basis: Not Applicable Residual Maturity Call Option (further particulars 12. Put/Call Options: specified in paragraph 22 below) 13. Make-whole Redemption: Applicable 14. (i) Status of the Notes: Unsubordinated Notes
• (ii) Dates of 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 Général
		adjoint and Directeur Financier of the Issuer, dated 11 October 2018

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

	Rate of Interest:	1.750 per cent. per annum payable in arrear on each Interest Payment Date
(11)	Interest Payment Date(s):	26 September in each year
	(iii) Fixed Coupon Amount:	€1,750 per €100,000 in Nominal Amount
	$(iv)$ Broken Amount $(s)$ :	Not Applicable
	Day Count Fraction:	Actual/Actual-ICMA

Applicable

• (vi) Determination Dates: 26 September in each year
• 1. Floating Rate Note Provisions: Not Applicable

• Fixed Rate Note Provisions:

17.	Fixed/Floating	Rate	Notes	Not Applicable
Provisions:

• Not Applicable 18. Zero Coupon Note Provisions:
• 1. Inflation Linked Note Provisions: Not Applicable
• 1. Dual Currency Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

• 1. Call Option: Not Applicable
• 1. Residual Maturity Call Option: Applicable

24.		Put Option:	Not Applicable
	(v)	Reference Dealers:	As set out in the Conditions
		(iv) Reference Security:	German Federal Government Bond of Bundesrepublik Deutschland due August 2028 with ISIN Number DE0001102457
		(iii) Reference Screen Rate:	Not Applicable
	(ii)	Make-whole Redemption Rate:	Reference Dealer Quotation
	(i)	Make-whole Redemption Margin:	0.20 per cent. per annum
23.		Make-whole Redemption:	Applicable
		(ii) Notice period:	As set out in the Conditions
	(i)	Initial Residual Maturity Call Option Date:	26 June 2030

25. Final Redemption Amount of each

ination

	Note:	€100,000 per Note of €100,000 Specified Denomi
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 for redemption taxation reasons (Condition $6(g)$ ), for illegality (Condition 6(j)) or event of default on (Condition 9):	Condition $6(f)(iii)(A)$ applies
	Redemption (ii) for taxation reasons on days other than Interest Payment Dates:	No
	Inflation Linked Notes (ii)
	Provisions relating to the Early
	Redemption Amount(s):	Not Applicable
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.	Form of Notes:	Dematerialised Notes
	of Dematerialised (i) Form Notes:	Bearer dematerialised form (au porteur)
	(ii) Registration Agent:	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable
30.	Possibility to request identification information of the Noteholders provided as by Condition $1(a)(i)$ :	Applicable
	31. Financial Centre(s) other or provisions special 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:

$\overline{4}$

33, rue Anna Jacquin 92100 Boulogne Billancourt France Represented by its Chairman

The Representative fees in respect of this Series were payable in full on 26 September 2018 in an amount of €5,400 (VAT excluded).

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 Ruell-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 16 October 2018.

The Existing Notes were already admitted to trading on Euronext Paris with effect from 26 September 2018.

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

$€12,850$

Not Applicable

(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 Standard & Poor's Credit Market Services Europe Limited ("S&P") and A3 (senior unsecured debt) by Moody's Investors Service Ltd $("Mody's")$

The Notes to be issued have been rated:

S&P: A- (positive outlook) Moody's: A3 (stable outlook)

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 Sole Bookrunner 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 Sole Bookrunner and its 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:	1.817 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:		FR0013367638
	Common Code:	188399525
Depositaries:
(i)	Euroclear France to act as Central Depositary:	Yes
(ii)	Common Depositary for Euroclear Bank 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:	Non Syndicated
(ii)	If syndicated: (A) Names of the Joint Lead Not Applicable Managers:
	of Subscription (B) Date Agreement:	Not Applicable
	(C) Stabilising Manager (if $any)$ :	Crédit Agricole Corporate and Investment Bank
(iii)	If non-syndicated, name of Dealer:	Crédit Agricole Corporate and Investment Bank
(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.

$\sim$

TEFRA Not Applicable