VINCI successfully places a tap issue of non-dilutive convertible bonds for €150 million to be fully assimilated to its €400 million non-dilutive convertible bonds due February 2030

VINCI announces today the successful placement of a tap issue of non-dilutive convertible bonds for a nominal amount of €150 million (the “New Bonds”). The transaction is non-dilutive due to the simultaneous purchase by VINCI of mirroring call options on its own shares.

Following investors’ demand, the initial amount of the tap issue of €125 million has been increased to €150 million.

The New Bonds are to be issued on the same terms (save for the issue price) as the €400 million non-dilutive convertible bonds due 18 February 2030 issued by Vinci on 18 February 2025 (the “Original Bonds”, together with the Original Bonds, the “Bonds”) and, as of the settlement date of the New Bonds, will be fully fungible with and assimilated to the Original Bonds and trading on the same listing line.

Concurrently with the issuance of the New Bonds, VINCI purchases, in addition to the cash-settled call options on its own shares that were bought with regards to the issue of the Original Bonds, new cash-settled call options on its own shares (the “New Options”) to hedge its economic exposure in case of exercise of the conversion right attached to the New Bonds, eliminating dilution.

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

The initial issue price of the New Bonds equals to 106.45% of their nominal value (plus accrued interest). This initial issue price will be adjusted based on the arithmetic average of the VINCI’s share daily volume-weighted average prices on the regulated market of Euronext in Paris over the 2 consecutive trading days from 29 April to 30 April 2025 (the “Additional Issue Reference Share Price Period”). The final issue price of the New Bonds will be announced on 30 April 2025.

The settlement and delivery date of the New Bonds is expected to take place on 6 May 2025.

It is anticipated that the hedge counterparties to the New Options will enter into transactions to hedge their respective positions under the New Options through the sale, purchase of VINCI shares or any other transactions, on the market and off-market, at any time, and in particular during the Additional Issue 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 agreed to a lock-up undertaking in relation to its shares and equity-linked securities for a period ending 60 calendar days after the settlement and delivery date of the New Bonds, subject to certain exceptions.

Natixis acted as Structuring Advisor in relation to the New Bonds and the New Options, and together with J.P. Morgan SE, as joint global coordinator and joint bookrunner for the issuance of the New Bonds. ING Bank NV acted as passive bookrunner for the issuance of the New Bonds.

The New Bonds have been 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, Australia, South Africa, Canada and Japan. No prospectus, offering circular or similar document will be prepared in connection with the offering of the New Bonds.

An application for the listing of the New Bonds on Euronext Access^TM (former Open Market (marché libre) of Euronext in Paris) will be made.

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