VINCI launches an issue of bonds exchangeable for existing ordinary shares of Groupe ADP due 2031 for a nominal amount of €500m

VINCI (the “Issuer”), owning 8.0% of Groupe ADP’s share capital, announces its intention to issue a bond exchangeable for Groupe ADP shares (the “Shares”).

VINCI has decided to issue a €500 million bond exchangeable into Shares (the “Bonds” and together with the Shares, the “Securities”) as a competitive funding source, allowing to potentially monetize a part of its Groupe ADP’s stake at a premium versus reference price.

The Bonds will have a maturity of 5 years, except in case of early redemption, exchange or purchase and cancellation. The Bonds are expected to carry a coupon between 0.75% and 1.25% per annum, payable semi-annually in arrears on 4 March and 4 September of each year, beginning on 4 September 2026. The Bonds will be issued at an issue price of 100% of their principal amount and, unless previously redeemed, exchanged, or purchased and cancelled, will be redeemed at their principal amount on 4 March 2031 (the “Maturity Date”). The initial exchange price is expected to be set at a premium between 30% and 35% above the reference share price, which will be equal to the Volume Weighted Average Price (“VWAP”) of the Shares on Euronext Paris between opening of trading following the launch of the transaction on 25 February 2026 (the “Launch Date”) and pricing on the same day.

Should the Bonds be fully exchanged at maturity, VINCI will retain a stake of approximately 4.9% in Groupe ADP’s share capital, subject to any adjustment of the Exchange Ratio (as further described in the Terms and Conditions).

The final terms and conditions of the Bonds (the “Terms and Conditions”) will be determined following the completion of the bookbuilding process. Settlement and delivery of the Bonds is expected to take place on 4 March 2026 (the “Issue Date”).

VINCI plans to use the proceeds from this transaction for general corporate purposes.

The Bonds will be offered via an accelerated book building process through an offering to qualified investors only, as defined in article 2(e) of Regulation 2017/1129, as amended (the “Prospectus Regulation”), pursuant to Article L.411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier) in France and outside of France (excluding the United States of America, Australia, South Africa, Canada and Japan), without an offer to the public (other than to qualified investors) in any country (including France). No prospectus, offering circular or similar document will be prepared in connection with the offering of the Bonds.

In the context of the offering, VINCI has agreed to a lock-up undertaking in relation to its Groupe ADP’s shares, securities convertible or exchangeable for shares and derivatives on the shares for a period ending 90 calendar days after the Issue Date, subject to certain exceptions.

Key characteristics of the Bonds

Total amount of the issue	€ 500 million
Maturity	5 years / 4 March 2031
Issue / Redemption price	100.0%
Exchange premium	30% – 35%
Yield to maturity per annum	0.75% – 1.25%
Coupon	0.75% – 1.25% per annum, payable semi-annually in arrears on 4 March and 4 September of each year, beginning on 4 September 2026
Principal amount	€100,000 for each Bond
Exchange period	From the 41^st calendar day after the Issue Date until (and including) the 35^th business day preceding the Maturity Date
Exchange ratio	Principal Amount divided by the prevailing exchange price
Issue Date	Expected on 4 March 2026
Bonds rating	The Bonds are expected to be rated by Standard & Poor’s and by Moody’s
Listing	Euronext Access^TM market of Euronext Paris

This press release does not constitute or form a part of any offer to subscribe nor a solicitation to buy or subscribe any financial instrument of Groupe ADP or VINCI, and the placement of the Bonds do not constitute, in any circumstances, a public offering (other than to qualified investors) in any country, including France.

About VINCI
VINCI is a world leader in concessions, energy solutions and construction, employing 294,000 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, we are committed to operating in an environmentally, socially responsible and ethical manner. And because our projects are in the public interest, we consider that reaching out to all our stakeholders and engaging in dialogue with them is essential in the conduct of our business activities. Based on that approach, VINCI’s ambition is to create long-term value for its customers, shareholders, employees, partners and society in general.