Final Terms dated 6 July 2023

VINCI

Euro 12,000,000,000

Euro Medium Term Note Programme

for the issue of Notes

SERIES NO: 21

TRANCHE NO: 2

EUR 100,000,000 3.375 per cent. Notes due 17 October 2032

(to be assimilated (assimilées) and form a single series with the Issuer's existing EUR 650,000,000 3.375 per cent. Notes due 17 October 2032 issued on 17 October 2022 (the "Existing Notes") (the "Notes")

Issued by: VINCI (the "Issuer")

Dealer

NATWEST MARKETS

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET -Solelyfor 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:

  1. 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 (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.

2

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, 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, the third supplement to the Base Prospectus dated 8 November 2022 which received the approval number 22-435 from the AMF on 8 November 2022, the fourth supplement to the Base Prospectus dated 9 January 2023 which received the approval number 23-009 from the AMF on 9 January 2023, the fifth supplement to the Base Prospectus dated 28 March 2023 granted approval number 23- 087 on 28 March 2023 and the sixth supplement to the Base Prospectus dated 27 April 2023 granted approval number 23-136 on 27 April 2023, 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:

21

(ii)

Tranche Number:

2

  1. Date on which the Notes will The Notes will be assimilated (assimilables) and form a
    be assimilated (assimilables) and single Series with the Existing Notes on or about

form a single Series:

20 August 2023

2. Specified Currency or

Currencies:

"€" or "EUR"

3. Aggregate Nominal Amount of Notes admitted to trading:

(i)

Series:

€750,000,000

(ii)

Tranche:

€100,000,000

4.

Issue Price:

97.430 per cent. of the Aggregate Nominal Amount of the

Notes plus an amount of accrued interest

equal to

€2,459,589.04 corresponding to 266 days from and

including 17 October 2022 to, but excluding, the Issue

Date

5.

Specified Denomination:

€100,000

6.

(i)

Issue Date:

10 July 2023

(ii)

Interest Commencement

Date:

17 October 2022

7.

Maturity Date:

17 October 2032

8.

Extended Maturity Date:

Not Applicable

9.

Interest Basis:

3.375 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 29 below)

11. Change of Interest Basis:

Not Applicable

12.

Put/Call Options:

Residual Maturity Call Option (further particulars

specified in paragraph 24 below)

3

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

13. Make-wholeRedemption:Applicable (further particulars specified in paragraph 26 below)

14.

(i) Status of the Notes:

Unsubordinated Notes

(ii) Dates of the corporate

Authorisation of the Board of Directors of the Issuer dated

authorisations for issuance of

8 February 2023 and Decision of Christian Labeyrie,

the Notes:

Directeur Général Adjoint and Directeur Financier of the

Issuer dated 3 July 2023

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.

Fixed Rate Note Provisions:

Applicable

    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

24.

Residual Maturity Call Option:

Applicable

(i)

Initial Residual Maturity Call

Option Date:

17 July 2032

(ii)

Notice period:

As set out in the Conditions

25.

Acquisition Event Call Option:

Not Applicable

26.

Make-whole Redemption:

Applicable

  1. Make-wholeRedemption

Margin:

0.25 per cent. per annum

(ii)

Make-whole Redemption

Rate:

Reference Dealer Quotation

(iii)

Reference Screen Rate:

Not Applicable

(iv)

Reference Security:

German Federal Government Bond of Bundesrepublik

4

    1. Reference Dealers:
    2. Party responsible for calculating the Make-whole Redemption Amount (if not the Calculation Agent)
  2. Squeeze Out Option:
  3. Investor Put:
  4. Final Redemption Amount of each Note:
  5. Inflation Linked Notes - Provisions relating to the Final Redemption Amount:
  6. Redemption by Instalments:
  7. 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):
    2. Redemption for taxation reasons on days other than Interest Payment Dates:
    1. Inflation Linked Notes - Provisions relating to the Early Redemption Amount(s):

Deutschland due August 2032 with ISIN Number DE0001102606

As set out in the Conditions

DIIS Group

12 rue Vivienne

75002 Paris France agency@diisgroup.com Applicable

Not Applicable

€100,000 per Note

Not Applicable

Not Applicable

Condition 6(f)(iii)(A) applies

No

Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

33.

Form of Notes:

Dematerialised Notes

(i)

Form

of

Dematerialised

Notes:

Bearer dematerialised form (au porteur)

(ii)

Registration Agent:

Not Applicable

(iii)

Temporary Global

Certificate:

Not Applicable

34.

Possibility

to

request

identification

information

of

the

Noteholders

as

provided

by

Condition 1(a)(i):

Applicable

35.

Financial

Centre(s) or

other

special

provisions

relating

to

Payment Dates:

TARGET 2

36. Talons for future Coupons or Receipts to be attached to

5

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Vinci SA published this content on 11 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 July 2023 08:11:07 UTC.