VINCI : Communique AMF CP. CP22866840

Final Terms dated 13 October 2022

VINCI

Euro 12,000,000,000

Euro Medium Term Note Programme

for the issue of Notes

SERIES NO: 21

TRANCHE NO: 1

EUR 650,000,000 3.375 per cent. Notes due 17 October 2032 (the Notes)

Issued by: VINCI (the Issuer)

Global Coordinators and Joint Lead Managers

CREDIT AGRICOLE CIB

SOCIETE GENERALE CORPORATE & INVESTMENT BANKING

Joint Lead Managers

BARCLAYS

COMMERZBANK

MIZUHO SECURITIES

NATWEST MARKETS

RBC CAPITAL MARKETS

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET -Solelyfor the purposes of each 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 manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment, taking into account the five (5) categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market

assessment in respect of the Notes (by either adopting or refining the manufacturers' 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 (the "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 (EU) 2016/97, as amended (the "Insurance Distribution Directive"), 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, as amended (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.

PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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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 12 July 2022 which received the approval number 22-297 from the Autorité des marchés financiers (the "AMF") on 12 July 2022 (the "Base Prospectus"), the first supplement to the Base Prospectus dated 30 August 2022 which received the approval number 22-363 from the AMF on 30 August 2022 and the second supplement to the Base Prospectus dated 5 October 2022 which received the approval number 22-411 from the AMF on 5 October 2022, which together constitute a base prospectus for the purposes of the prospectus regulation (Regulation (EU) 2017/1129, as amended from time to time) (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation 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, the Final Terms and the supplements to the Base Prospectus are available for viewing at the registered office of the Issuer during normal business hours 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, 1973, boulevard de la Défense, 92000 Nanterre, France.

1. (i) Series Number:
2. 1. Tranche Number:
3. Specified Currency or Currencies:
4. Aggregate Nominal Amount of Notes admitted to trading:
5. 1. Series:
   2. Tranche:
6. Issue Price:
7. Specified Denomination:
8. (i) Issue Date:
9. 1. Interest Commencement Date:
10. Maturity Date:
11. Extended Maturity Date:
12. Interest Basis:
13. Redemption/Payment Basis:
14. Change of Interest Basis:
15. Put/Call Options:
16. Make-wholeRedemption:
17. (i) Status of the Notes:
18. 1. Dates of the corporate authorisations for issuance of the Notes:

21

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"€" or "EUR"

€650,000,000 €650,000,000

97.803 per cent. of the Aggregate Nominal Amount

€100,000

17 October 2022

Issue Date

17 October 2032

Not Applicable

3.375 per cent. Fixed Rate

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 29 below)

Not Applicable

Residual Maturity Call Option (further particulars specified in paragraph 24 below)

Squeeze Out Option (further particulars specified in paragraph 27 below)

Applicable (further particulars specified in paragraph 26 below)

Unsubordinated Notes

Authorisation of the Board of Directors of the Issuer dated 3 February 2022 and Decision of Christian Labeyrie, Directeur Général Adjoint and Directeur Financier of the Issuer dated 6 October 2022

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions:

Applicable

1. 1. Rate of Interest:
   2. Interest Payment Dates:
   3. Fixed Coupon Amount:
   4. Broken Amount:
   5. Day Count Fraction:
   6. Determination Dates:
2. Floating Rate Note Provisions:
3. Inverse Floating Rate Note Provisions:
4. Formula Rate Notes Provisions:
5. Fixed/Floating Rate Notes Provisions:
6. Zero Coupon Note Provisions:
7. Inflation Linked Note Provisions:
8. Dual Currency Note Provisions:

3.375 per cent. per annum payable in arrear on each Interest Payment Date

17 October in each year

€3,375 per €100,000 in Nominal Amount Not Applicable Actual/Actual-ICMA

17 October in each year Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

PROVISIONS RELATING TO REDEMPTION

23. Call Option:

Not Applicable

1. Residual Maturity Call Option:
2. 1. Initial Residual Maturity Call Option Date:
   2. Notice period:
3. Acquisition Event Call Option:
4. Make-wholeRedemption:
5. 1. Make-wholeRedemption Margin:
   2. Make-wholeRedemption Rate:
   3. Reference Screen Rate:
   4. Reference Security:
   5. Reference Dealers:
   6. Party responsible for calculating the Make-whole Redemption Amount (if not the Calculation Agent)
6. Squeeze Out Option:

Applicable

17 July 2032

As set out in the Conditions Not Applicable Applicable

0.25 per cent. per annum

Reference Dealer Quotation Not Applicable

German Federal Government Bond of Bundesrepublik Deutschland due August 2032 with ISIN Number DE0001102606

As set out in the Conditions

DIIS Group

12 rue Vivienne

75002 Paris France [e-mail] Applicable

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28.	Investor Put:		Not Applicable
29.	Final Redemption Amount of
	each Note:			€100,000 per Note
30.	Inflation	Linked	Notes	-
	Provisions relating to the Final
	Redemption Amount:		Not Applicable
31.	Redemption by Instalments:	Not Applicable

32. Early Redemption Amount:

1. Early Redemption Amount(s) of each Note payable on
   redemption for taxation reasons (Condition 6(g)), for illegality (Condition 6(j)) or

on	event	of	default
(Condition 9):			Condition 6(f)(iii)(A) applies
(ii) Redemption	for	taxation
reasons on days other than
Interest Payment Dates:	No
(ii) Inflation Linked Notes -
Provisions relating to the Early
Redemption Amount(s):	Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

33. Form of Notes:

(i) Form of Dematerialised Notes:

1. 1. Registration Agent:
   2. Temporary Global Certificate:
2. Possibility to request identification information of the Noteholders as provided by Condition 1(a)(i):
3. Financial Centre(s) or other special provisions relating to Payment Dates:
4. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
5. Redenomination, renominalisation and reconventioning provisions:
6. Consolidation provisions:
7. Masse:

Dematerialised Notes

Bearer dematerialised form (au porteur)

Not Applicable

Not Applicable

Applicable

TARGET 2

Not Applicable

Not Applicable

Not Applicable

The Representative shall be:

MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre 7bis rue de Neuilly F-92110 Clichy

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