VINCI launches an offering of up to €400 million cash-settled synthetic convertible bonds

PRESS RELEASE                 

THIS PRESS RELEASE MAY NOT BE PUBLISHED, DISTRIBUTED OR

This press release does not constitute an offer to purchase or subscribe for the Bonds (as defined below) or the shares of United States of America or to, or for the account or benefit of, U.S. persons (as defined in the U.S. Securities Act of 1933 offered or sold in the United States of America or to, or for the account or ben

Act of 1933, as amended, or under an exemption from this registration requirement. VINCI the United States of America or to make a public offering of the Securities in the United States of America. The Bonds will only be offered to qualified investors who include, for the purposes of this press release, professional clients and eligible counterparties. The Securities may not be offered, sold, or otherwise made available to retail investors. No key information document under the EU PRIIPs Regulation or the UK PRIIPs Regulation has been or will be prepared.

Nanterre, 11 February 2025

VINCI launches an offering of up to 400 million cash-settled synthetic convertible bonds

                              VINCI announces the launch of a 375 million offering                                                                                       of non-

dilutive cash-settled convertible bonds with a maturity of 5 years due 18 February 2030 (the Bonds ) to institutional investors.

The Bonds offer investors exposure to the performance of VINCI exercise their conversion right attached to the Bonds, they will receive a cash amount based on the average price of the Shares over a period following the conversion. As the Bonds will only be cash settled, they will not give right to any new or existing Shares.

Concurrently with the issuance of the Bonds, VINCI will purchase cash settled call options on the Shares Options Bonds.

The net proceeds of the issue of the Bonds will be used for general corporate purposes of VINCI and the purchase of the Options.

The Bonds will bear interest at an annual nominal rate of between 0.45 % and 0.70 % payable semi-annually in arrear on 18 August and 18 February of each year, commencing on 18 August 2025. The Bonds will be issued at par on 18 February 2025, the expected settlement-delivery date of the Bonds, and redeemed at par on 18

The initial conversion price will represent a conversion premium of 20 % over the share reference price. The share reference price will be determined as the arithmetic average of VINCI -weighted

average Share price in euros on the regulated market of Euronext in Paris over the 5 consecutive trading

                              days from 12 February 2025 to 18      Reference Share Price Period

conversion ratio of the Bonds will be determined on 18 February 2025 and will correspond to the nominal value per Bond divided by the initial conversion price.

The final terms of the Bonds are expected to be announced later today, except for the share reference price, the initial conversion price and the initial conversion ratio which will be announced by VINCI via a press release at the end of the Reference Share Price Period on 18 February 2025.

After the determination of the final terms of the Bonds (other than the share reference price, the initial conversion price and the initial conversion ratio) it is anticipated that the hedge counterparties to the

Options will enter into transactions to hedge their respective positions under the Options through the sale,

the United States of America or to make a public offering of the Securities in the United States of America. The Bonds will only be offered to qualified investors who include, for the purposes of this press release, professional clients and eligible counterparties. The Securities may not be offered, sold, or otherwise made available to retail investors. No key information document under the EU PRIIPs Regulation or the UK PRIIPs Regulation has been or will be prepared.

purchase of Shares or any other transactions, on the market and off-market, at any time, and in particular during the Reference Share Price Period as well as following any conversion or in the event of early redemption of the Bonds.

In the context of the offering, VINCI will agree to a lock-up undertaking in relation to the Shares and equitylinked securities for a period ending 60 calendar days after the settlement and delivery date, subject to certain exceptions.

The Bonds will be offered via an accelerated book building process through a private placement to institutional investors only or otherwise not entailing a public offering, outside the United States of America, Australia, South Africa, Canada and Japan. No prospectus, offering circular or similar document will be prepared in connection with the offering of the Bonds.

VINCI intends to apply for the Bonds to be admitted to trading on Euronext Access^TM (previously Open Market (marché libre) of Euronext in Paris).

This press release does not constitute a subscription offer of the Bonds and the offering of the Bonds does not constitute a public offering in any country, including in France.

About VINCI

VINCI is a global player in concessions, energy and construction businesses, employing 285,000 people in more than 120 countries. We design, finance, build and operate infrastructure and facilities that help improve daily life and mobility for all. Because we believe in all-round performance, above and beyond economic and financial results, we are committed to operating in an environmentally and socially responsible manner. And because our projects are in the public interest, we consider that reaching out to all our o create long-term value for its customers,

shareholders, employees, partners and society in general.http://www.vinci.com

                             CONTACT                     VINCI Press Department - Tel.: +33 1 57 98 62 88 - media.relations@vinci.com

DISCLAIMER

Available information

The issue of the Bonds was not subject to a prospectus approved by the French Financial Market Authority

(Autorité des marchés financiers AMF Detailed information on VINCI shares, business, results, prospects and related risk factors are described in VINCI the French version of which was filed with the AMF on 28 February 2024 under number D.24-0071 which is available together with all the press releases and other regulated information about the Company, in particular the press release relating to the 2024 annual results of VINCI dated 6 February 2025 and the consolidated annual financial statements for 2024 of VINCI, on VINCI te (https://www.vinci.com).

Important information

This press release may not be released, published or distributed, directly or indirectly, in or into South Africa,

Australia, the United States of America, Canada or Japan. The distribution of this press release may be

the United States of America or to make a public offering of the Securities in the United States of America. The Bonds will only be offered to qualified investors who include, for the purposes of this press release, professional clients and eligible counterparties. The Securities may not be offered, sold, or otherwise made available to retail investors. No key information document under the EU PRIIPs Regulation or the UK PRIIPs Regulation has been or will be prepared.

restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Bonds have been and will be offered only by way of an offering in France and outside France (excluding South Africa, Australia, Canada, the United States of America and Japan), solely to qualified investors as defined in article 2 point (e) of the Prospectus Regulation and in accordance with Article L. 411-2 1° of the French Monetary and Financial Code (Code monétaire et financier) and article 2 of the UK Prospectus Regulation. There will be no public offering in any country (including France) in connection with the Bonds, other than to qualified investors. 

This press release does not constitute a recommendation concerning the issue of the Bonds. The value of the Bonds and the shares of the Company can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Bonds for the person concerned.

the United States of America or to make a public offering of the Securities in the United States of America. The Bonds will only be offered to qualified investors who include, for the purposes of this press release, professional clients and eligible counterparties. The Securities may not be offered, sold, or otherwise made available to retail investors. No key information document under the EU PRIIPs Regulation or the UK PRIIPs Regulation has been or will be prepared.

the United States of America or to make a public offering of the Securities in the United States of America. The Bonds will only be offered to qualified investors who include, for the purposes of this press release, professional clients and eligible counterparties. The Securities may not be offered, sold, or otherwise made available to retail investors. No key information document under the EU PRIIPs Regulation or the UK PRIIPs Regulation has been or will be prepared.