Euro 6,000,000,000 Euro Medium Term Note Programme Due from ...

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However, neither the non-deductibility set out under Article 238 A of the French Code général des impôts, nor the withholding tax set out under article 119 bis 2 of the same code will apply in respect of the Notes solely by reason of the relevant payments being made to persons domiciled or established in a Non-Cooperative State or paid in such a Non-Cooperative State if the Issuer can prove that it can benefit from the Exception and that the relevant interest or revenues relate to genuine transactions and are not in an abnormal or exaggerated amount. Pursuant to the official guidelines issued by the French tax authorities under the references BOI-INT-DG-20-50-20120912, no. 550, BOI-ANNX-000364-20120912, no. 20 and BOI-ANNX-000366-20120912, no. 90, the issue of the Notes will benefit from the Exception without the Issuer having to provide any proof of the purpose and effect of the issue of the Notes if the Notes satisfy one of the three above-mentioned conditions. (b) Pursuant to the 2013 Finance Law (loi de finances pour 2013, n° 2012-1509 du 29 décembre 2012) and subject to certain limited exceptions, interest and other revenues received under the Notes as from 1 January 2013 by individuals who are fiscally domiciled in France are subject to a 24 per cent. withholding tax, set out under Article 125 A I and III bis of the French Code général des impôts. This withholding tax is an advance payment made in respect of the personal income tax of the individual receiving the interest or revenue, which is deductible from his personal income tax liability in respect of the year during which the withholding has been made. Social contributions (CSG, CRDS and other related contributions) are also levied by way of withholding at an aggregate rate of fifteen point five per cent. (15.5 per cent.) on interest and similar revenues paid by the Issuer under the Notes, to individuals who are fiscally domiciled in France. 102
(1) Corporate authorisations GENERAL INFORMATION The Issuer has obtained all necessary consents, approvals and authorisations in France in connection with the establishment of the Programme. Any issuance of Notes under the Programme, to the extent that such Notes constitute obligations under French law, require the prior authorisation of the Conseil d’Administration of the Issuer in accordance with Article L.228-40 of the French Code de commerce. For this purpose the Board of Directors (Conseil d’Administration) of the Issuer has delegated by a resolution passed on 5 February 2013 to its Président-Directeur Général Xavier Huillard, all powers to issue obligations and to determine their terms and conditions, up to a maximum aggregate amount of €3,000,000,000 within a period of one year as from the date of such resolution. (2) Clearing of Notes (3) Auditors Notes will be accepted for clearance through the Euroclear and Clearstream, Luxembourg systems which are entities in charge of keeping the records or any other relevant clearing system. The Common Code and the International Securities Identification Number (ISIN) or the identification number for any other relevant clearing system for each Series of Notes will be set out in the relevant Final Terms. The address of Euroclear is 1 boulevard du Roi Albert II, 1210 Bruxelles, Belgium and the address of Clearstream, Luxembourg is 42 avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg. Dematerialised Notes will be inscribed in the books of Euroclear France (acting as central depositary). Dematerialised Notes which are in registered form (au nominatif) are also inscribed either with the Issuer or with the registration agent. The address of Euroclear France is 66, rue de la Victoire, 75009 Paris, France. The auditors Deloitte & Associés, 185 avenue Charles de Gaulle, 92524 Neuilly sur Seine, France and KPMG SA, 1 cours de Valmy, 92923 Paris La Défense Cedex, France have audited the Issuer's financial statements for the two years ended 31 December 2011 and 31 December 2012. Deloitte & Associés and KPMG AUDIT IS have been appointed as statutory auditors of the Issuer by the shareholders' meeting of the Issuer on 16 April 2013. Deloitte & Associés and KPMG AUDIT IS are registered as Commissaires aux Comptes (members of the Compagnie Nationale des Commissaires aux Comptes) and subject to the authority of the Haut Conseil du commissariat aux comptes. (4) Trend Information Save as disclosed in this Base Prospectus, there has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2012. 103
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(incorporated as a société anonym
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This Base Prospectus does not const
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RISK FACTORS RELATING TO THE ISSUER
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1.4 Modification, waivers and subst
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1.11 Currency Risk Prospective inve
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2.3 Investors will not be able to c
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DOCUMENTS INCORPORATED BY REFERENCE
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Information incorporated by referen
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SUPPLEMENT TO THE BASE PROSPECTUS I
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Fiscal Agent, Principal Paying Agen
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Notes: Inflation Linked Notes may b
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Rating: The Programme has been rate
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For the purpose of these Conditions
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country of the Specified Currency,
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(c) "Existing Security on After-Acq
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This Condition 4 shall not apply to
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included the Calculation Period, un
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"Interest Accrual Period" means the
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into the next calendar month, in wh
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Rate of Interest shall be the arith
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(b) CPI Monthly Reference Index M -
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(b) in the European Monetary Union
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other form and including, any inter
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6 Redemption, Purchase and Options
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"Similar Security" means a referenc
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Page 53 and 54: or comply with one or more of its o
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Page 57 and 58: (iii) Upon the due date for redempt
Page 59 and 60: case of Arrears of Interest, refere
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Page 63 and 64: may accrue with respect to the Note
Page 65 and 66: 14 Notices (a) Notices to the holde
Page 67 and 68: Temporary Global Certificate and a
Page 69 and 70: History of VINCI DESCRIPTION OF THE
Page 71 and 72: Organisational structure Concession
Page 73 and 74: deconstruction, drainage, earthwork
Page 75 and 76: type in the United States. East End
Page 77 and 78: The following press release was pub
Page 79 and 80: DOCUMENTS ON DISPLAY For so long as
Page 81 and 82: thereto to the public in that Relev
Page 83 and 84: (b) in any other circumstances wher
Page 85 and 86: amended by Directive 2010/73/EU) (t
Page 87 and 88: of the Notes: Decision of the Board
Page 89 and 90: 19. Zero Coupon Note Provisions: [A
Page 91 and 92: 24. Put Option: [Applicable/Not App
Page 93 and 94: - Inflation Index Ratio: [•] - Pa
Page 95 and 96: RESPONSIBILITY The Issuer accepts r
Page 97 and 98: [[None of [●], [●] and] [●] i
Page 99 and 100: 9. PLACING AND UNDERWRITING - DERIV
Page 101: Please refer to the section "EU Sav
Page 105 and 106: PERSON RESPONSIBLE FOR THE INFORMAT
Page 107: Fiscal Agent, Principal Paying Agen
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