Vinci S.A.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- the issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through special purpose entities -- Canadian participants will receive disclosure documents -- the special purpose entities are subject to the supervision of the local securities regulator -- Canadian employees will not be induced to participate in the offering by expectation of employment or continued employment -- there is no market for the securities of the issuer in Canada -- the number of Canadian participants and their share ownership are de minimis -- relief granted, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1).

National Instrument 45-106 Prospectus Exemptions.

National Instrument 45-102 Resale of Securities.

[TRANSLATION]

May 6, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF VINCI S.A. (the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:

1. an exemption from the prospectus requirement (the Prospectus Relief) so that such requirement does not apply to:

(a) trades of:

(i) units (the 2022 Units) of a temporary fonds commun de placement d'entreprise or "FCPE", a form of collective shareholding vehicle commonly used in France for the conservation and custodianship of shares held by employee-investors named Castor International Relais 2022 (the 2022 Fund); and

(ii) units (together with the 2022 Units, the Temporary Classic Units, and together with the 2022 Units and the Principal Classic Units as defined below, the Units) of future temporary FCPEs organized in the same manner as the 2022 Fund (together with the 2022 Fund, the Temporary Classic Funds),

made under an International Group Share Ownership Plan (the Plan) to or with Qualifying Employees (as defined below) resident in the Jurisdictions, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island (collectively, the Canadian Employees, and the Canadian Employees who subscribe for Temporary Classic Units, the Canadian Participants); and

(b) trades of ordinary shares of the Filer (the Shares) by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants (the term "Classic Fund" used herein means, prior to the Merger (as defined below), a Temporary Classic Fund and, following the Merger, an FCPE named Castor International (the Principal Classic Fund); and

(c) trades of Units of the Principal Classic Fund to or with Canadian Participants upon the delivery of Bonus Shares (as defined below) to the Principal Classic Fund on behalf of the Canadian Participant, where such Canadian Participant is entitled to Bonus Shares pursuant to an Employee Offering (as defined Below); and

2. an exemption from the dealer registration requirement (the Registration Relief, and together with the Prospectus Relief, the Exemption Sought) so that such requirement does not apply to the Filer and its Local Related Entities (as defined below), the Classic Fund and Amundi Asset Management (the Management Company) in respect of:

(a) trades in Units made pursuant to an Employee Offering to or with Canadian Employees; and

(b) trades in Shares by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r.1 (Regulation 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 45-106 respecting Prospectus Exemption, CQLR, c. V-1.1, r. 21 (Regulation 45-106) have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation formed under the laws of France. It is not and has no current intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada. The head office of the Filer is located in France and the Shares are listed on Euronext Paris.

2. The Filer carries on business in Canada through certain related entities that employ Canadian Employees (Local Related Entities, and together with the Filer and other related entities of the Filer, the Vinci Group). Currently, the greatest number of employees of the Vinci Group in Canada reside in Québec.

3. The Filer has established a global employee share offering under the Plan (the 2022 Employee Offering) and expects to establish subsequent global employee share offerings following 2022 for the next four years that are substantially similar (Subsequent Employee Offerings, and together with the 2022 Employee Offering, Employee Offerings) for Qualifying Employees (as defined below) and participating related entities of the Filer, including the Local Related Entities. Each Local Related Entity is a direct or indirect controlled subsidiary of the Filer and no Local Related Entity has any current intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada.

4. As of the date hereof, "Local Related Entities" include Eurovia Maritimes Inc, West Grading Ltd, VINCI Concessions Canada Inc, Construction DJL, Eurovia Canada Inc, Eurovia British Columbia Inc, Coquitlam Ridge Constructors, Eurovia Québec Construction, Eurovia Québec CSP, Eurovia Québec Grands Projets, Carmacks Entreprises Ltd, Carmacks Maintenance Services Ltd, Sch Maintenance Services Ltd, BA Blacktop Ltd, Agrégats Sainte Clotilde, Rail Cantech Inc, Janin Atlas Inc, Vinci Infrastructure Canada Ltd, Dodin Québec Inc, Reinforced Earth CNY Ltd (Canada), Sixense solutions Canada Ltd, Menard Canada (Geopac), Soletanche Bachy Canada, Nuvia Canada Inc, Nuvia Dynamics Inc, Freycan Major Projects Ltd, ConeTec Investigations Ltd, Mud Bay Drilling (2015) Ltd, Adara Systems Ltd, SBI Canada, I&S Mobility Way Inc, ADM Systems Engineering Ltd, INP Canada Inc, McRae Integration Ltd, HNR Holdings Inc, Transelec/Common Inc, 9353-1754 Québec Inc (Ciment Lavallée), Hayes Communications Inc, Instech Télécommunication Inc, Néolect Inc.

5. Each Employee Offering involves an offering of Shares to be acquired through a Temporary Classic Fund, which will be merged with the Principal Classic Fund following completion of the Employee Offering (the Classic Plan).

6. An employee of a participating subsidiary in the Vinci Group is eligible to participate in an Employee Offering if he or she (i) has been employed for at least 6 months (continuously or discontinuously) over the previous 12 months, and (ii) is employed by the Local Related Entity at the moment of his or her subscription in the Employee Offering (the Qualifying Employees).

7. The 2022 Fund was established for the purpose of implementing the 2022 Employee Offering. The Principal Classic Fund was established for the purpose of implementing the Employee Offerings generally. There is no current intention for any Temporary Classic Fund or the Principal Classic Fund to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

8. The 2022 Fund and the Principal Classic Fund are FCPEs and are registered with the Autorité des marchés financiers in France (the French AMF). It is expected that each Temporary Classic Fund established for Subsequent Employee Offerings will be a French FCPE and registered with, and approved by, the French AMF.

9. Under the Classic Plan, each Employee Offering will be made as follows:

(a) Canadian Participants will subscribe for Units of the relevant Temporary Classic Fund. The Temporary Classic Fund will then subscribe for Shares on behalf of the Canadian Participants using the Canadian Participants' contributions. The subscription price will be the Canadian dollar equivalent of the average of the volume-weighted average Share price (expressed in Euros) on Euronext Paris for the 20 trading days preceding the start of the subscription period.

(b) Initially, the Shares will be held in the relevant Temporary Classic Fund and the Canadian Participants will receive Units of the relevant Temporary Classic Fund.

(c) Following the completion of an Employee Offering, the relevant Temporary Classic Fund will be merged with the Principal Classic Fund (subject to the approval of the supervisory board of the FCPEs and the French AMF). The Temporary Classic Units held by the Canadian Participants will be replaced with units of the Principal Classic Fund (the Principal Classic Units) on a pro rata basis and the Shares subscribed for will be held in the Principal Classic Fund (such transaction being referred to as the Merger). The Filer will rely on the exemption from the prospectus requirement pursuant to section 2.11 of Regulation 45106 in respect of the issuance of Units of the Principal Classic Fund to Canadian Participants in connection with the Merger.

(d) The Units will be subject to a hold period of approximately three years (the Lock-Up Period), subject to certain exceptions provided for in the Plan and adopted for an Employee Offering in Canada (such as a release on death, disability or termination of employment).

(e) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares. To reflect this reinvestment, new Units (or fractions thereof) will be issued to the Canadian Participants.

(f) The management of the Classic Fund is overseen by a supervisory board comprised of employee shareholder representatives and representatives of the Vinci Group (the Supervisory Board). The voting rights of the Shares will be exercised by the Supervisory Board on behalf of the employees.

(g) At the end of the relevant Lock-Up Period, a Canadian Participant may (i) request the redemption of his or her Units in the Classic Fund in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares, or (ii) continue to hold his or her Units in the Classic Fund and request the redemption of those Units at a later date in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares.

(h) In addition, each Employee Offering provides that the Filer will grant to Canadian Participants a conditional right to receive additional Shares (the Bonus Shares) at the end of the Lock-Up Period, without additional consideration.

(i) The right to receive Bonus Shares is subject to the condition that the Canadian Participant is employed by a member of the Vinci Group at the end of the Lock-Up Period and holds Units until that time; if those conditions are satisfied, Bonus Shares will be delivered directly to the Canadian Participant or to the Classic Fund on behalf of the Canadian Participant (in which case, additional Units reflecting this will be issued to the Canadian Participant), or sold, at the request of the Canadian Participant. If the vesting conditions are not met, the Canadian Participant will lose his or her entitlement to Bonus Shares.

(j) Bonus Shares delivered to the Canadian Participants or to the Classic Fund on behalf of the Canadian Participant will be purchased by the Filer on the Euronext Paris.

(k) In the event of an early exit resulting from a Canadian Participant exercising one of the exceptions to the Lock-Up Period and meeting the applicable criteria, the Canadian Participant may request the redemption of his or her Units in the Classic Fund in consideration for a cash payment equal to the then market value of the underlying Shares.

(l) In the event of such early redemption, the employee will lose rights to Bonus Shares. However, in certain good leaver events (the Good Leaver Events), the loss of entitlement to Bonus Shares is compensated by a cash payment, equal to the number of Bonus Shares that the Canadian Participant would have been entitled to, multiplied by the Subscription Price. The Good Leaver Events include the employee's death, the employee's disability, the dismissal of the employee other than for cause, retirement, that the employee is no longer eligible for the Employee Offering as a result of the Local Related Entity no longer being a majority directly or indirectly owned by the Filer and the transfer of the employee's contract to a company which is not eligible to participate in the Employee Offering, including a change of country of employment.

10. For the 2022 Employee Offering, the number of Bonus Shares which a Canadian Participant is eligible to receive will be determined according to the following matching schedule:

Canadian Participant's Subscription	Matching Ratio
1-10 Shares	2 Bonus Shares for each Share subscribed
Next 30 Shares (i.e., the 11th to 40th Share subscribed for)	1 Bonus Share for each Share subscribed
Next 60 Shares (i.e., the 41st to 100th Share subscribed for)	1 Bonus Share for each 2 Shares subscribed
Any further Shares starting from the 101st Share subscribed for	No additional Bonus Shares

Under the matching schedule for the 2022 Employee Offering, a Canadian Participant who subscribed for 100 or more Shares would receive a maximum of 80 Bonus Shares. For each Subsequent Employee Offering, the matching contribution rules may change.

11. The maximum aggregate number of Shares that may be subscribed for by the Qualifying Employees under the 2022 Employee Offering is 8,085,477 (the Maximum Offering Size). A separate Maximum Offering Size may apply to Subsequent Offerings. If subscriptions received from Qualifying Employees under the Employee Offering would result in an acquisition of Shares by the Classic Fund in excess of the Maximum Offering Size, a reduction will be applied to the subscriptions as follows:

(a) an individual subscription threshold, equal to the average subscription amount, will be calculated based on the aggregate total subscriptions received in the Employee Offering (the Average Subscription Size). Subscriptions will be accepted in full from each subscriber up to the Average Subscription Size; and

(b) the remaining number of Shares available for subscription will be determined, and a reduction ratio will be calculated and applied to the subscriptions in excess of the Average Subscription Size pro rata, so as to reduce the aggregate number of Shares subscribed for under the Employee Offering below the Maximum Offering Size.

12. Under French law, an FCPE is a limited liability entity. The portfolio of the Classic Fund will consist almost entirely of Shares and may, from time to time, include cash in respect of dividends paid on the Shares which will be reinvested in Shares and cash or cash equivalents pending investments in the Shares and for the purposes of Unit redemptions.

13. The Management Company is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF to manage investments and complies with the rules of the French AMF. The Management Company is not, and has no current intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada.

14. The Unit value of the Classic Fund will be calculated and reported to the French AMF on a regular basis, based on the net assets of the Classic Fund divided by the number of Units outstanding. The value of the Units will be based on the value of the underlying Shares.

15. Only Qualifying Employees will be allowed to subscribe for Units of the Classic Fund.

16. The Management Company's portfolio management activities in connection with an Employee Offering and the Classic Fund are limited to subscribing for Shares from the Filer, selling such Shares as necessary in order to fund redemption requests and investing available cash in cash equivalents.

17. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents of the Classic Fund. The Management Company's activities do not affect the underlying value of the Shares. All management charges relating to the Classic Fund will be paid from the assets of the Classic Fund or by the Filer, as provided in the regulations of the Classic Fund.

18. None of the entities forming part of the Vinci Group, the Classic Fund or the Management Company or any of their respective employees, directors, officers, agents or representatives will provide investment advice to the Canadian Employees with respect to investments in the Shares or the Units.

19. Shares issued pursuant to an Employee Offering will be deposited in the Classic Fund through CACEIS Bank (the Depositary), a large French commercial bank subject to French banking legislation.

20. Under French law, the Depositary must be selected by the Management Company from a limited number of companies identified on a list maintained by the French Minister of the Economy and Finance and its appointment must be approved by the French AMF. The Depositary carries out orders to purchase, trade and sell assets in the portfolio and takes all necessary action to allow the Classic Fund to exercise the rights relating to the securities held in its portfolio.

21. The Management Company and the Depositary are obliged to act exclusively in the best interests of the unitholders (including Canadian Participants) and are jointly and severally liable to them for any violation of the rules and regulations governing FCPEs, any violation of the rules of the Classic Fund, or for any self-dealing or negligence.

22. Participation in an Employee Offering is voluntary, and the Canadian Employees will not be induced to participate in an Employee Offering by expectation of employment or continued employment.

23. The total amount invested by a Canadian Employee pursuant to an Employee Offering cannot exceed 25% of his or her estimated gross annual compensation (excluding Bonus Shares).

24. The Shares and Units are not currently listed for trading on any stock exchange in Canada and there is no intention to have the Shares or the Units so listed.

25. None of the entities forming part of the Vinci Group, the Classic Fund or the Management Company is in default of securities legislation of any jurisdiction of Canada.

26. The Filer will make an information package, in the French and English language, available to the Canadian Participants online, on a website specifically created for the Employee Offering. The information will include a summary of the terms of the relevant Employee Offering and a description of Canadian income tax consequences of subscribing for and holding Units of the Classic Fund and requesting the redemption of such Units at the end of the applicable Lock-Up Period. Canadian Participants will have access to the Filer's Document d'Enregistrement Universel filed with the French AMF in respect of the Shares and a copy of the regulations of the relevant Temporary Classic Fund and Principal Classic Fund. The Canadian Employees will also have access to continuous disclosure materials relating to the Filer through the Filer's public internet site. Canadian Participants will receive an initial statement of their holdings under the Classic Plan together with an updated statement at least once per year.

27. As at March 8, 2022, there are approximately 5,452 Qualifying Employees resident in Canada, with the largest number residing in Québec (approximately 3,219), and the remainder in British Columbia (approximately 505), Alberta (approximately 550), Saskatchewan (approximately 64), Manitoba (approximately 6), Ontario (approximately 620), New Brunswick (approximately 432), Newfoundland and Labrador (approximately 3), Nova Scotia (approximately 52) and Prince Edward Island (approximately 1), representing in aggregate approximately 5% of the number of Qualifying Employees of VINCI Group.

28. As of the date hereof and after giving effect to any Employee Share Offering, the Filer is and will be a "foreign issuer" as such term is defined in 2.15(1) of Regulation 45-102 respecting Resale of Securities, CQLR, c.V-1.1, r. 20 (Regulation 45-102), section 11(1) of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta (Alberta Rule 72-501) and section 2.8(1) of Ontario Securities Commission Rule 72-503 Distributions Outside Canada (OSC Rule 72-503).

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

(a) with respect to the 2022 Employee Offering:

(i) the prospectus requirement will apply to the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision, unless the following conditions are met:

A. the issuer of the security was a foreign issuer on the distribution date, as such term is defined in section 2.15(1) of Regulation 45-102, section 11(1) of Alberta Rule 72-501 and section 2.8(1) of OSC Rule 72-503;

B. the issuer of the security

1. was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

2. is not a reporting issuer in any jurisdiction of Canada at the date of the trade; and

C. the first trade is made

1. through an exchange, or a market, outside of Canada, or

2. to a person or company outside of Canada;

(b) for any Subsequent Employee Offering under this decision completed within five years from the date of this decision, provided that:

(i) the representations other than those in paragraphs 4, 10 and 26 remain true and correct in respect of that Subsequent Employee Offering, and

(ii) the conditions set out in paragraph (a) above are satisfied as of the date of any distribution of a security under such Subsequent Employee Offering (varied such that any references therein to the 2022 Fund and the 2022 Employee Offering are read as references to the relevant Temporary Classic Fund and the Subsequent Employee Offering, respectively); and

(c) in the Province of Ontario, the prospectus exemption above, for the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision, is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person or company in Canada.