Issue of New VINCI Shares, Reserved for Group Employees in France in the Context of Its Savings Plan*

Regulatory News:

Vinci (Paris:DG):

The combined general meeting of shareholders held on 15 April 2014, through its 15^th resolution, delegated to the board of directors its power to make increases in the capital reserved for employees for a period of 26 months expiring on 14 June 2016.

The meeting of shareholders defined in this context the manner in which the issue price of the new shares is determined.

During its meeting held on 24 June 2014, VINCI Board of directors fixed terms and conditions of a capital increase reserved for group employees in France, this transaction being in keeping with the powers received from the general meeting of shareholders.

The maximum number of shares that could be issued and the total amount of the issue will depend on the level of employees’ subscriptions for the units to be issued by the "Castor Relais 2014/3” mutual fund which will be determined at the end of the subscription period which will be opened from 1 September up to 31 December 2014.

The issue price of the new shares is equal to 95 % of the average opening prices of the VINCI shares quoted on the regulated market of Euronext Paris SA on the 20 trading days preceding 24 June 2014, namely €52.78 per new share to be issued.

The total number of new shares to be issued cannot exceed the limit prescribed by the general meeting of shareholders held on 15 April 2014 through its 15^th resolution. The total number of shares that could be issued pursuant thereto and pursuant to the 16^th resolution of the general meeting of shareholders held on 15 April 2014 to promote share ownership in favour of employees living in some foreign countries cannot exceed 1,5 % of the number of shares comprising the authorised share capital at the time when the board makes its decision.

The "Castor Relais 2014/3” mutual fund will subscribe for the new VINCI shares to be issued¹ at the end of January 2015.

Authorization for trading these new shares on the regulated market of Euronext Paris will be required immediately after their issuing.

These ordinary shares will be accompanied by no restriction and will bear current dividend rights as from 1^st January 2014.

^* Employees will subscribe for this issue, which is reserved for them, through a temporary mutual fund initially and momentarily invested in monetary securities known as "Castor Relais 2014/3” and classified as a euro monetary mutual fund. This mutual fund received the approval of the AMF on 27 June 2014, under no. FCE 2014 0096. It will collect the employees’ cash payments intended to subscribe for the units that it issues. At the end of the 4-month subscription period opened to the employees, this temporary mutual fund will subscribe for the VINCI shares issued according to the total amount of the payments that it collects, and will then be absorbed by the "Castor” mutual fund on 30 January 2015 at the latest. The AMF approved such a merger in advance on 8 July 2014 (under no. 88015).

The "Castor” mutual fund is an employee savings and employee shareholder UCITS invested in VINCI shares. It is one of the principal instruments used for the implementation of the VINCI group’s company savings plan in France.

¹ Up to the total amount of employees’ payments raised by contributions paid by group companies that are members of its savings plan in France.

A public limited company (société anonyme) with a share capital of € 1,526,249,172.50
Registered office: 1, cours Ferdinand de Lesseps
92500 Rueil-Malmaison
Registration number 552 037 806 RCS Nanterre
www.vinci.com