Issue of new VINCI shares, reserved for group employees in France in the context of its savings plan

A public limited company (société anonyme) with a share capital of € 1,472,748,600.00
Registered office: 1, cours Ferdinand de Lesseps
92500 Rueil-Malmaison
Registration number 552 037 806 RCS Nanterre
www.vinci.com
Shareholders relations department: actionnaires@vinci.com
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Issue of new VINCI shares,
reserved for group employees in France
in the context of its savings plan*

The combined general meeting of shareholders held on 19 April 2016, through its 10th 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 18 June 2018.

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 17 October 2016, 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 2017/1" mutual fund which will be determined at the end of the subscription period which will be opened from 2 January up to 28 April 2017.

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 17 October 2016, namely €63.92 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 19 April 2016 through its 10th resolution. The total number of shares that could be issued pursuant thereto and pursuant to the 11th resolution of the general meeting of shareholders held on 19 April 2016 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 2017/1" mutual fund will subscribe for the new VINCI shares to be issued[1] at the end of May 2017.

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 1st January 2017.

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Rueil-Malmaison, 29 December 2016