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Q&A CASTOR INTERNATIONAL 2012

DRAFT / Internal document for HR Information Officers

Questions & Answers CASTOR INTERNATIONAL 2012


(excluding the UK - version updated on September 2011)

This document is exclusively intended for the Human Resource Information Officers to help them answer beneficiaries' questions and must not be circulated. It should be updated on a regular basis: do not hesitate to directly refer to the online version on the project room. To follow a link, hold down the control (Ctrl) key and click on the link.

Contents
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. VINCI shares ............................................................................................................... 1 The CASTOR INTERNATIONAL 2012 program ..................................................... 4 The reserved capital increase ...................................................................................... 7 The CASTOR INTERNATIONAL FCPEs ................................................................ 8 The free share plan .................................................................................................... 10 CASTOR INTERNATIONAL 2012 beneficiaries ................................................... 11 Subscriptions and payment........................................................................................ 13 Asset unblocking ....................................................................................................... 15 Taxation and social security charges ......................................................................... 17 Employee information meetings ............................................................................... 18

1. VINCI shares
1. 1.1. 1.2. 1.3. 1.4. 1.5. 1.6. 1.7. 1.8. 1.9. VINCI shares ............................................................................................................... 1 What is a share? ........................................................................................................... 1 What is the risk involved in investing in VINCI shares? ............................................ 2 How can the VINCI share price be monitored? .......................................................... 2 How has VINCI share price changed since the start of the year? ............................... 2 How has the VINCI share performed in recent years? ................................................ 2 After the general fall in prices on the stock market and in the price of VINCI shares, is it risky to invest? ...................................................................................................... 3 Who are VINCIs shareholders? ................................................................................. 3 What happens to the shares if VINCI is bought out or the object of a public takeover bid? .............................................................................................................................. 3 How large a dividend will VINCI pay?....................................................................... 3
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1.1. What is a share? A share is a title deed representing a fraction of a company's share capital, to which the shareholder's rights are attached, in other words the right to a dividend and a voting right. More generally, there are 5 main types of investment: shares, bonds (State or company loans), short-term investments (passbook savings accounts and monetary products), real estate and raw materials. Shares are an investment whose value varies a great deal (they are a volatile

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investment), but that also offer greater potential in terms of capital gain. The price of a share changes according to the general economic situation (known as the conjuncture) and the company's results and outlook. Investing over the long-term reduces the risk posed by the conjuncture and enables the shareholder to benefit from the company's development potential. Share investments are therefore medium- and long-term. This makes it inadvisable to invest savings that need to be called on in the short-term.

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1.2. What is the risk involved in investing in VINCI shares? The stock market price constantly varies. The value of VINCI shares fluctuates on the market according to the supply (sellers) and the demand (buyers). If we compare the supply to the demand we arrive at a price, in other words the share price. Investing in VINCI shares means participating in the company's medium-term potential increase in value thanks to investments made today in research and development, training and improvements to the industrial process. Note that it may be risky to invest all your savings in the shares of a single company rather than diversifying your investments. Beware : should your country not belong to the Euro-zone, as the value of the VINCI share is quoted in euros, your investment also bears a currency exchange risk. A currency exchange risk means that the value of your assets can be affected by the exchange rate between your local currency and the euro, independently from the share price itself.

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1.3. How can the VINCI share price be monitored? The VINCI share price may be consulted at http://www.vinci.com/vinci.nsf/fr/actionnaires.htm (French version) http://www.vinci.com/vinci.nsf/en/shareholders.htm (English version) or directly on the website of the Paris stock exchange on which the share is listed, i.e. http://www.euronext.com/

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1.4. How has VINCI's share price changed recently? Recently, VINCI, like all the major companies, has been affected by the global share market downturn. Though disappointing, VINCIs share performance is in the average when compared to major comparable companies. 1.5. How has the VINCI share performed in recent years? Although past performance is no guarantee of future results, the VINCI share grew an average 7.50% per year since beginning October 2001 until end of September 2011, which is higher than the global stock markets (-2.6%) or comparable companies (+0.1%, measured by the European sectorial index for constrution and materials companies).

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After the general fall in prices on the stock market and in the price of VINCI shares, is it risky to invest? It is always risky to invest in shares and past performances, whether good or bad, in no way predict future performances. A decision to invest in VINCI shares means accepting the related capital risk. However, VINCIs financial contribution limits this risk compared to a direct investment on the markets. This is because, whatever the investment amount, the average cost of each share (in other words the actual cost including all benefits and the effective granting of free shares) is in fact less than the share's reference price at the time of investing.

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1.7. Who are VINCIs shareholders? VINCIs main shareholders at June 30, 2011 are : Rank Shareholder

Percentage of share capital 1 Employees 10.0% 2 Qatari Diar 5.6% 3 Financire Pinault 3.7% Employees at June 30, 2011, directly or through mutual funds, are VINCI main shareholders.

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1.8.

What happens to the shares if VINCI is bought out or the object of a public takeover bid? The shares owned following the share capital increase reserved for employees confer the same rights as any ordinary share. In the event of a Public Takeover Bid, shareholders will decide for or against the contribution of shares to this buyout offer directly or through the Supervisory Board of the Special-Purpose Employee Mutual Funds (in which the shares are invested in most countries).

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1.9. How large a dividend will VINCI pay? Companies cannot know in advance the amount of the dividend that they will be able to pay their shareholders as this depends on both the profits made by the company and on the General Meeting's decision to divide any profits between investments for the company's development or the payment of dividends to compensate shareholders. Since 2006, VINCI has regularly distributed a dividend that represents about 50% of its annual net benefit: Year Dividend per share 2006 1.33 2007 1.52 2008 1.62 2009 1.62 2010 1.67 However, the dividends previously distributed cannot predict the dividends that will be distributed in the future.

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2. The CASTOR INTERNATIONAL 2012 program


2. The CASTOR INTERNATIONAL 2012 program ..................................................... 4 2.1. What are the main characteristics of the offer? ........................................................... 4 2.2. Who pays the employee's bookkeeping expenses? ..................................................... 5 2.3. What is the advantage of the operation for VINCI? .................................................... 5 2.4. Why does the CASTOR INTERNATIONAL 2012 operation differ according to the country? ....................................................................................................................... 5 2.5. What percentage of the share capital is concerned by the CASTOR INTERNATIONAL 2012 offer? ................................................................................. 5 2.6. What percentage of the share capital may employees own after CASTOR INTERNATIONAL 2012? .......................................................................................... 6 2.7. What is the target number of subscribers? .................................................................. 6 2.8. Might the operation be canceled? ................................................................................ 6 2.9. What happens if the requests exceed the number of shares available? ....................... 6 2.10. Will there be other capital increases reserved for employees? ................................... 6
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2.1. What are the main characteristics of the offer? Scope of CASTOR INTERNATIONAL 2012: 14 countries involved: Germany, the USA, Portugal, Spain, Belgium, Czech Republic, Morocco, Poland, Canada, Switzerland, Romania, the Netherlands, Slovakia, the United Kingdom; almost 300 subsidiaries in which VINCI has a majority stake; 45,000 employees: all employees who have an employment contract with VINCI group and 6 months' seniority. Features of the program: a savings plan with a 3 year investment term; allowing you to buy VINCI shares at market price either directly (US) or through a mutual fund; at advantageous conditions: after three years, up to 80 free VINCI shares; an authorization granted by the General Meeting providing for share subscription price to be determined according to French regulation by reference to the share price over a 20 day period. The table below presents the main characteristics for each country.
Type 1 Country USA Portugal 2 Germany Belgium Czech Republic Morocco Targeted Staff* 1668 550 10513 2429 4687 1153 Via a FCPE (Mutual Fund) Subscription mode Direct 3 year ESPP (Employee Share Purchasing Plan) 3+0 : 3 year conditional acquisition period possibility to sell the shares at delivery to cover for taxes and social contributions Holding Plan Matching free shares

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Poland Canada Switzerland Romania Slovakia The Netherlands Spain 3 4018 2360 2115 1444 1176 1383 2307 Via a Trust

DRAFT / Internal document for HR Information Officers

United Kingdom 9389

SIP (Share Incentive Plan)

0+ 3 (immediate delivery)

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2.2. Who pays the employee's bookkeeping expenses? As long as your are a VINCI employee, the bookkeeping expenses are paid by your company. Otherwise, should you keep your investment in VINCI shares with the Plan administrator after you left the Group, you will be charged around [25] per year.

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2.3. What is the advantage of the operation for VINCI? The Group's sole objective in launching this program is to give its employees a stake in the company's growth prospects and involve them in the business by giving each of them the opportunity to become a VINCI shareholder under preferential conditions.

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2.4.

Why does the CASTOR INTERNATIONAL 2012 operation differ according to the country? The CASTOR INTERNATIONAL 2012 offer differs according to the country as the plan's characteristics must be adapted from French labor, tax and corporate regulations to the legal and tax context of each of the countries in which the offer is available.

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2.5.

What percentage of the share capital is concerned by the CASTOR INTERNATIONAL 2012 offer? CASTOR INTERNATIONAL 2012 program concerns a maximum of 2% of the share capital.
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What percentage of the share capital may employees own after CASTOR INTERNATIONAL 2012? If all the shares reserved for the CASTOR INTERNATIONAL 2012 operation are subscribed for, employees will eventually own up to 10% of the share capital.

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2.7. What is the target number of subscribers? Success will be measured according to the number of subscribers rather than the total subscription amount. A participation rate of more than 50% would be a real success. The program has been designed to allow any employee who wishes to participate to do so whatever their status or level of income: it will be possible to subscribe for as little as 60 or one share (US), and salary advances may be offered in some countries.
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2.8. Might the operation be canceled? Only an exceptional event beyond the company's control could cause the operation's complete cancellation. However, the operation's scope may be reduced in some countries if the legal and tax authorizations required are not obtained or are obtained so late that reasonable roll-out times are exceeded.

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2.9. What happens if the requests exceed the number of shares available? If the requests for shares exceed the number of shares available, a reduction operation will take place. This consists of meeting requests as fully as possible, according to a pre-defined rule. In simplified terms, any requests within the average number of shares available on request will be fully met, otherwise they will be met in proportion with the additional amount requested. The exact details of the reduction rule are given in the CASTOR INTERNATIONAL fund rules. In the US the offer is also limited to a global amount of US$ 5 million.

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2.10. Will there be other offers reserved for employees? At the moment no such capital increases have been decided on. Any new capital increase reserved for employees must be approved by VINCIs General Shareholders' Meeting and the Board of Directors. The operation's success and the interest that employees show in this project will nevertheless determine whether or not the operation is repeated on a larger geographical scale and on a 2 year regular basis.

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3. The reserved capital increase


3. 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. The reserved capital increase ...................................................................................... 7 Who decides on the increase? ..................................................................................... 7 Why is the capital increase "reserved"? ...................................................................... 7 Which stock market prices are used to determine the subscription price? .................. 7 Why is there no discount on the share price as in similar operations?........................ 7 Is the exchange rate guaranteed for subscriptions outside the Euro zone? ................. 8 How will the money that VINCI acquires from the capital increase be used? ........... 8 How and where are my VINCI shares held? ............................................................... 8
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3.1. Who decides on the increase? The reserved capital increase is decided on by the General Shareholders' Meeting. The Meeting determines the maximum number of shares that may be issued. The decision enabling the roll-out of the CASTOR INTERNATIONAL 2012 program dates from the General Meeting of May 2, 2011. No decisions otherwise have been made since. This capital increase falls under the French labor code, which governs employee savings plans. This is the legal framework that allows specific benefits to be offered to employees, including the employer contribution in free shares.
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3.2. Why is the capital increase "reserved"? If there is a capital increase, any existing shareholder has a preemptive right to subscribe for the new shares issued by the company. So that only employees benefit from the new capital increase, the existing shareholders have waived this right in favor of VINCIs employees.
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3.3. Which stock market prices are used to determine the subscription price? The reference price corresponds to the average of the twenty opening stock market prices from February 15, 2012 to March 13, 2012. This method is defined by the French regulations for capital increases reserved for employees.

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3.4. Why is there no discount on the share price as in similar operations? French laws authorize a reduction in the reference price for employees. However, such a discount is fully taxable in most countries outside France. VINCI board favored a free share remittance as a subsidy to employee, which benefits from a more favorable tax and social treatment.

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3.5.

Is the exchange rate guaranteed for subscriptions outside the Euro zone? The program's structure (capital increase and employer contribution in free shares) was created in euros. The applicable exchange rate is determined on May 14, 2012 and guaranteed by VINCI until your subscription price has been paid. The exchange rate is not guaranteed after subscription. The subscriber must therefore accept the risk of an investment in euros.

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3.6.

How will the money that VINCI acquires from the capital increase be used? The money that VINCI receives as a result of the capital increase reserved for employees will increase the company's Equity, but this inflow of money is not the purpose of the operation. In fact, by offering employees the opportunity to subscribe for a capital increase reserved for them, the Management above all wishes to involve all the staff as closely as possible in the Group's growth and the achievement of its objectives.

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3.7. How and where are my VINCI shares held? Depending on the subscription method and the formula offered in each country, VINCI shares are held either in a Fonds Commun de Placement dEntreprise (Special-Purpose Employee Mutual Fund) - in return for the issuing of fund units registered in the beneficiary's name - or in a registered account opened in the beneficiary's name for US subscribers.

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4. The CASTOR INTERNATIONAL FCPEs


Warning: this section does not concern the United States of America 4. 4.1. 4.2. 4.3. 4.4. 4.5. The CASTOR INTERNATIONAL FCPEs ................................................................ 8 What is a FCPE? ......................................................................................................... 8 What are FCPE units, how are they traded? ................................................................ 9 Why is a FCPE Relais needed? ................................................................................... 9 Do owners of FCPE units have the same rights as direct shareholders? ..................... 9 Where and how are my FCPE units held?................................................................. 10
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4.1. What is a FCPE? A FCPE (Special-Purpose Employee Mutual Fund) is a structure that jointly owns securities divided into units and reserved for the employees of one or several companies. When you invest in an FCPE you become an owner of units of this FCPE. A FCPE may be invested in
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the shares of a single company (FCPE for share ownership which is the case with CASTOR) or invested in a fund containing a group of different securities.

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4.2. What are FCPE units, how are they traded? FCPE units represent a title of ownership over part of the portfolio of assets belonging to the FCPE. A unit value is determined by dividing the net asset of the FCPE by the number of units that constitute the FCPE. As the CASTOR INTERNATIONAL FCPE is invested in VINCI shares, variations of the FCPE unit value follow the variations of the VINCI share. Units are valued on weekly basis: when units are redeemed, orders are consolidated and executed every week on the next unit calculated price.

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4.3. Why is a FCPE Relais needed? A FCPE Relais is a temporary FCPE allowing to collect new subscriptions at a predetermined price to an existing FCPE. After the capital increase, the CASTOR INTERNATIONAL RELAIS 2012 will merge with the CASTOR INTERNATIONAL FCPE, subject to the approval of the FCPE's Supervisory Board.

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4.4. Do owners of FCPE units have the same rights as direct shareholders? An owner of FCPE units has the same rights as a direct shareholder (right to any dividends and right to information about the company's market). Owners of FCPE units do not directly receive dividends, but benefit from them as the dividends are reinvested in VINCI shares and therefore increase the investment of FCPE unit owners. Like a shareholder, an FCPE unit owner is entitled to information about the company's market. However, in the case of ownership through an FCPE, some of these rights, such as that of participating in General Meetings, are delegated to the FCPE's Supervisory Board. The Supervisory Board includes members representing employees appointed by the union organizations that are signatories to the company agreement introducing the plan. Each FCPE has a Supervisory Board that, in particular, exercises the FCPE's voting rights at General Shareholders' Meetings. The number of votes that the FCPE holds is proportional to the number of shares that it owns. The CASTOR INTERNATIONAL FCPE Supervisory Boards is composed of: - 2 unit-owning employee members for each geographical zones in which companies that joined the program are present (Euro-zone, Europe-excluding Euro-zone, Americas, Africa and the Middle East, Asia Pacific); appointed by the union organizations of the companies that are signatories to the company agreement introducing the plan in the 2 most represented countries of the said zone; - members representing the Company and the member companies, appointed by the VINCI Group's Management in the same number. The Chairman, chosen from the employee members, has the casting vote if the votes are tied.

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4.5. Where and how are my FCPE units held? The FCPE units are managed by AMUNDI a leading French Asset Management company and are registered in an account opened in the name of each beneficiary with CREELIA, a bank specializing in employee savings plan bookkeeping. AMUNDI is responsible to manage the assets (VINCI shares). CREELIA is responsible to manage the accounts. However, units remain your property : under French law, neither AMUNDI nor CREELIA can have any claim on your assets, even if they encounter financial difficulties. CREELIA and AMUNDI are both subsidiaries of the CREDIT AGRICOLE GROUP, a leading French Bank.

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5. The free share plan


5. 5.1. 5.2. 5.3. 5.4. 5.5. 5.6. The free share plan .................................................................................................... 10 How can a share be free? ........................................................................................... 10 Does a share granted free of charge have the same value as other shares? ............... 10 Does a share granted free of charge offer the same rights as other shares? .............. 11 At what point am I entitled to my free shares? ......................................................... 11 If I leave the company before the end of the 3-year period, am I entitled to the free shares? ....................................................................................................................... 11 What happens to my shares, after the 3-year period, if I am still employed by VINCI? ...................................................................................................................... 11
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5.1. How can a share be free? A company's shareholders have the right to grant free shares to the company's employees. These may be existing shares that the company has previously redeemed on the market, or newly created shares whose subscription price will not be paid by the beneficiary. In any case, it is the existing shareholders who finance the benefit corresponding to the share's market value. A free share corresponds to a share acquired with a 100% discount.

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5.2.

Does a share granted free of charge have the same value as other shares? When a beneficiary enters into possession of a free share, in other words when they effectively become the beneficiary once the conditions set for the share's granting have been met, it has exactly the same value as any other share.

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Does a share granted free of charge offer the same rights as other shares? When a beneficiary enters into possession of a free share, in other words when they effectively become the beneficiary once the conditions set for the share's granting have been met, it offers exactly the same rights as any other share, i.e. it benefits from the dividends and voting rights attached to the share.

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5.4. At what point am I entitled to my free shares? Free shares are only definitively granted after a 3-year period, in other words after the personal investment freeze period. During this time, the beneficiary is entitled to obtain shares free of charge, but only effectively becomes the shares' owner when the freeze period is over.
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5.5.

If I leave the company before the end of the 3-year period, am I entitled to the free shares? You retain the benefit of your free shares upon expiry of the three-year period provided you are still an employee of the VINCI Group and you do not redeem part or whole of your personal investment over the 3-year freeze period. However, the free share benefit is maintained in the event of death, disability or retirement prior to expiry of that period. In the first two cases, the free shares will be delivered in advance. In the event of retirement, the free shares will be delivered on expiry of the threeyear period. In addition, in case your company leaves the VINCI group, or your company terminates your contract (except in case of misconduct) you will keep the benefit of the free shares.

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5.6.

What happens to my shares, after the 3-year period, if I am still employed by VINCI? Beneficiaries are under no obligation to sell their shares after three years. However, if they have received free shares as a complement to an investment in the CASTOR INTERNATIONAL FCPE, when they come into possession of their shares they might undertake to contribute them to the FCPE and will receive CASTOR INTERNATIONAL FPCE units in return for this contribution. Beware: taxes and social contribution may occur when free shares are definitely granted.

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6. CASTOR INTERNATIONAL 2012 beneficiaries


6. 6.1. 6.2. CASTOR INTERNATIONAL 2012 beneficiaries ................................................... 11 In which countries is CASTOR INTERNATIONAL 2012 available? ..................... 12 Which employment contracts confer entitlement to the offer? ................................. 12

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How is seniority calculated? ..................................................................................... 12 What will change for contracts for a definite duration? ............................................ 12
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6.1. In which countries is CASTOR INTERNATIONAL 2012 available? CASTOR offers have already been conducted in a few countries. In 2012, VINCI wished to extend the program to as many countries as possible. Providing that the local administrative permits are obtained, the program will be open to employees in the following 14 countries: Germany United States The United Kingdom Belgium Canada Poland Portugal The Netherlands Czech Republic Morocco Tunisia Slovakia Spain Romania An International Group Employee Free Share Plan has been created. Countries that were not included in this program were disqualified either for reasons of cost, or due to local regulatory constraints preventing the adapting of the employee share ownership program.

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6.2. Which employment contracts confer entitlement to the offer? This program is exclusively available to VINCI employees (Employment Contracts for an Indefinite Duration, Employment Contracts for a Definite Duration) able to prove six months of seniority on the offer's planned closing date, April 13, 2011. Warning: employees with a definite duration employment contract may subscribe but must keep in mind that they will not benefit from the free shares unless being reemployed by VINCI so as to be under contract on May 21, 2015.

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6.3. How is seniority calculated? The six month seniority required to participate is calculated by adding up all the periods under contract completed within the VINCI Group since April 14, 2011. These periods may be discontinuous. In any case, the employee must be under an employment contract on the last day of the subscription period, April 13, 2012. This means that an employee who joined VINCI after October 14, 2011 and who never worked for one of the Group's companies before this date could not subscribe for the offer. However, any employee with a employment contract who is still working for the Group on April 13, 2012 and entered the Group on October 14 or prior to this date is eligible to benefit from the program.

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6.4. What will change for contracts for a definite duration? For employees under a contract for a definite duration, the minimum 6-month seniority period is calculated by adding up all the periods under contract completed within the VINCI Group since April 14, 2011. In any case, the employee must be under an employment contract on the last day of the subscription period, April 13, 2012.
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Whenever salary advances are proposed by the employing company, employees with a contract for a definite duration may also benefit from the salary advance, but this advance must be repaid within the limit of their employment contract's term (e.g. the employee must repay the salary advance over 4 months if 4 months of their contract remain).

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6.5.

Is the offer interesting for employee under contracts for a definite duration? Employees under a contract for a definite duration may be eligible. Warning: such employees must keep in mind that they will not benefit from the free shares unless being reemployed by VINCI so as to be under contract on May 21, 2015.

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7. Subscriptions and payment


7. 7.1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. 7.8. Subscriptions and payment........................................................................................ 13 What is the subscription process? ............................................................................. 13 What documents will I receive? ................................................................................ 13 Can several payment methods be used to subscribe? ................................................ 14 If I am under a contract for a definite duration, can I subscribe through a salary deduction? ................................................................................................................. 14 What happens if I leave the company before the salary deductions have been completed? ................................................................................................................ 14 Why is there a maximum contribution limit of 25% of an employee's salary? ........ 14 What is the minimum contribution? .......................................................................... 14 What contribution amount will ensure me a maximum employer contribution? ...... 15
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7.1. What is the subscription process? To subscribe, each beneficiary must read all the documents with which they are provided in the subscription documentation, complete the subscription form and return it dated and signed to the Human Resources department within the times given. Whenever bank transfer is proposed by the employing company as a form of payment, and if the beneficiary chooses to pay their subscription by bank transfer, they must join copy of their wiring instructions to their subscription form and return these documents to the Human Resources department within the times given.

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7.2. What documents will I receive? Once the subscription has been registered, all the requests will be consolidated and the capital increase will take place on May 21, 2012. A final statement of the operation will be sent to all the beneficiaries in June 2012.

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7.3. Can several payment methods be used to subscribe? Although several subscription payment methods might be provided for, for each of the countries concerned by the CASTOR INTERNATIONAL 2012 offer, a beneficiary may only opt for one single payment method.

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7.4.

If I am under a contract for a definite duration, can I subscribe through a salary deduction? Employees with a contract for a definite duration may benefit from the salary advance, but this advance must be repaid within the limit of their employment contract's term (e.g. the employee must repay the salary advance over 4 months if 4 months of their contract remain).

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7.5.

What happens if I leave the company before the salary deductions have been completed? If a beneficiary leaves the company before the salary deductions have been completed, the balance of the payments to be deducted must be paid on their departure with the balance of any accounts.

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7.6.

Why is there a maximum contribution limit of 25% of an employee's gross salary? This limit is imposed by French law. As the laws on employee share ownership provide for tax benefits for subscribing employees, the French Government wished to limit the repercussions of the cost of these operations on their budget. In the interest of fairness, the same rule applies abroad. This is set out in the PEGAI (International Group Employee Shareholding Savings Plan). In specific countries this limit can even be lower for regulatory reasons (e.g.: 10% of the employees net salary in Morocco) Compliance to the ceiling of 25% of the employee's gross salary is the latter's responsibility. Remember: over 100 shares subscribed, there is no additional advantage.
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7.7. In which currency do I subscribe? If your country is part of the Euro-zone, you subscribe in euros. There is no exchange risk involved. If your country is not part of the Euro-zone, your subscription takes place in your local currency. The exchange rate is guaranteed by VINCI during the subscription period youre your investment is converted in euros at this rate (refer to section 3 of this document).

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However after the subscription period, your investment is in euro and bears a currency exchange risk.

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7.8. What is the minimum contribution? Any employee may buy as many shares as they wish depending on their personal circumstances. The only minimum threshold concerns the amount invested. This is 60 (or the equivalent in local currency where applicable) for a CASTOR INTERNATIONAL RELAIS 2012 FCPE subscription and one share in the US, where subscription takes place directly in shares.

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7.9.

What contribution amount will ensure me a maximum employer contribution? A maximum employer contribution is ensured with a contribution equivalent to 100 VINCI shares. Beyond this amount, the employee invest at the same terms and conditions as any regular investor, except that program costs are born by its employer.

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8. Asset unblocking
8. 8.1. 8.2. 8.3. 8.4. 8.5. 8.6. 8.7. Asset unblocking ....................................................................................................... 15 Why are the assets frozen? ........................................................................................ 15 Must I sell my assets if I leave the company before the end of the 3 years? ............ 16 Must I sell my assets after the 3-year period? ........................................................... 16 What are early unblocking events? ........................................................................... 16 Must you request repayment of your entire investment in the event of early unblocking? ............................................................................................................... 17 How do I go about unblocking my assets? ................................................................ 17 What exchange rate will be applied on unblocking?................................................. 17
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8.1. Why are the assets frozen? The 3-year freeze period is to foster company loyalty in return of free share grant. This freeze period also allows in exchange for the tax and social security benefits granted for capital increases reserved for employees such as deferred treatment. In Spain, due to local regulation, free shares are granted immediately but can be withdrawn in case of departure within 3 years.

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Q&A CASTOR INTERNATIONAL 2012 8.2.

DRAFT / Internal document for HR Information Officers

Must I sell my assets if I leave the company before the end of the 3 years? If an employee leaves the company, for whatever reason, they may sell their shares or FCPE units, even before the end of the 3-year freeze period. This is not mandatory, however, as such event forfeits the free shares. The employee may keep them for as long as they wish. Nevertheless, if they keep their CASTOR INTERNATIONAL 2012 FCPE units after they have left the company, they must pay the individual bookkeeping expenses.

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8.3. Must I sell my assets after the 3-year period? There is no obligation to sell after three years. This is the beneficiary's personal decision. Beware: tax and social contributions may then arise.

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8.4. What are early unblocking events? Unblocking events allows you to redeem part or whole of your investment. Beware: unblocking your assets before the end of the 3-year freeze period forfeits your free shares. Hereafter is the list of early unblocking events. Please take not that for Canada and the Netherlands not all cases are applicable (see below). Marriage* Employees marriage (or civil partnership) Birth or adoption of a Birth of a child or arrival of a child in view of being adopted, third child (or higher)* provided that the employees household is already finically responsible for at least two children Divorce if custody of at Employees divorce or separation, when this event is least one child is accompanied by a court decision specifying that the employees retained* home is to be the sole or shared ordinary place of residence of at least one child Termination of the Termination of the employment contract of the employee employment contract Creation of certain Where the amounts invested are to be used in the creation of businesses* certain business (as defined under French regulations) by the employee, his/her spouse or child Acquisition or Where the employee require the amounts invested for the enlargement of principal acquisition or enlargement of his/her principal residence residence* entailing the creation of new living area (as defined under French regulations) Over-indebtedness, as Where the amounts are requested to remedy employees overdefined by French law indebtedness, as defined by French law Disability (employee, The employee, or his/her spouse, or his/her child, becoming spouse, child) subject to a disability (as defined under French law) Death (employee or Employees death, or death of employees spouse spouse) Note (*): Request for early release must be made within six months following the event HR should confirm that it applies to employees situation and that he/she provides the requisite supporting documentation prior to the formal request to the plan holder.

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DRAFT / Internal document for HR Information Officers

For Canada early exit events are limited by law to the following list: - Disability (employee, spouse or child) - Death (employee or spouse) - Involuntary termination of employment For the Netherlands early exit events are limited by law to the following list: - Disability (employee, spouse or child) - Death (employee or spouse) - Termination of employment contract because of compelling reason of the employer (dismissal by due course).

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8.5.

Must you request repayment of your entire investment in the event of early unblocking? You may request partial or total repayment. However, you are only entitled to a single repayment per event giving rise to early unblocking. For example, if you request the partial repayment of your assets due to the birth of your third child, you may not use the same reason to unblock your remaining savings.

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8.6. How do I go about unblocking my assets? Each year, and for the first time in January 2013, the employee receives a statement of their assets, to which an early unblocking request form is attached. This form may also be obtained from the bookkeeper's website at any time. Note that some early unblocking events must be indicated to the Fund manager less than 6 months after the event occurred.

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8.7. What exchange rate will be applied on unblocking? Throughout the period when the assets are invested, the savings are denominated in euros. On unfreezing, the assets are converted into the currency of payment, at the money market rate at this date. The exchange rate is not guaranteed after subscription. The subscriber must therefore accept the risk of an investment in euros.
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9. Taxation and social security charges


9. 9.1. 9.2. Taxation and social security charges ......................................................................... 17 Must I pay tax or social security contributions on my investment? .......................... 18 Must I pay tax or social security contributions on the free shares that I have received?.................................................................................................................... 18 17/20

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Q&A CASTOR INTERNATIONAL 2012 9.3.

DRAFT / Internal document for HR Information Officers

Where may I obtain information? ............................................................................. 18


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9.1. Must I pay tax or social security contributions on my investment? The employee's personal contribution comes from the beneficiary's personal savings and tax and social security charges have already been paid on this money. No additional tax must be paid and there are no social security contributions to be paid on the employee's investment. Beneficiaries may refer to the "Country Data Sheet provided with the information brochure, which gives additional information about the applicable tax and social security charges.
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9.2.

Must I pay tax or social security contributions on the free shares that I have received? Depending on the rules applicable in the country where the beneficiary is a tax resident, some tax and social security contributions are due on the free shares received. However, this requirement is usually deferred to the date of the free shares' transfer of ownership. Beneficiaries may refer to the "Country Data Sheet" provided with the information brochure, which gives additional information about the applicable tax and social security charges.

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9.3. Where may I obtain information? Beneficiaries may refer to the "Country Data Sheet" provided with the information brochure, which gives additional information about the applicable tax and social security charges.

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10. Employee information meetings


10. 10.1. 10.2. 10.3. 10.4. 10.5. 10.6. 10.7. 10.8. Employee information meetings ............................................................................... 18 What is the role of site information officers? ............................................................ 19 Is attendance at information meetings mandatory? ................................................... 19 How can employees who do not attend the information meetings be given information? .............................................................................................................. 19 How many participants should there be per meeting? .............................................. 19 What if the meeting is disrupted by participants? ..................................................... 19 How can you stimulate a group that is unresponsive? .............................................. 20 What should you do if a single participant is dominating the discussion? ............... 20 What should you do if you don't know how to answer a question? .......................... 20
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DRAFT / Internal document for HR Information Officers

10.1. What is the role of site information officers? The role of site information officers is to inform employees about the CASTOR INTERNATIONAL 2012 operation. Under no circumstances must they encourage employees to buy shares or advise employees in their investment choice. Otherwise, they may incur VINCIs liability.

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10.2. Is attendance at information meetings mandatory? It is not mandatory in that the decision as to whether or not to participate in the capital increase reserved for employees is a personal choice. However, the information officers must be persuasive in order to encourage as many employees as possible to attend the meetings. This is because the decision to subscribe or not subscribe may only be made by well-informed employees. N.B.: meetings are organized during working hours to make it easier for everyone to attend.

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10.3. How can employees who do not attend the information meetings be given information? Throughout the operation, the information officers must remain available to their colleagues to inform them or simply clarify aspects of the offer that were not clearly understood. The information officers may suggest new information meetings, if necessary, including during the subscription period (preferably in the first week).

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10.4. How many participants should there be per meeting? It is recommended that no more than 25 / 30 people attend to allow dialogue with the meeting leader. If the group is too large, it is difficult to create a sufficiently intimate atmosphere. If for whatever reason you are obliged to lead a larger group, ask another information officer to help you so that you lead the session between you.

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10.5. What if the meeting is disrupted by participants? If it is a small number of the participants, try to make the rest of the group aware that they are preventing the meeting from proceeding while remaining patient. Hear out the disruptive elements and let them voice their grievances for a limited amount of time. Never lose your cool or your sense of humor. If all else fails, stop the meeting and discuss the conditions for its later resumption with your HR manager.

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DRAFT / Internal document for HR Information Officers

10.6. How can you stimulate a group that is unresponsive? You must change your approach by making it more interactive. If the participants do not respond, it is perhaps because some of the presentation's aspects have not been understood. In this case, feel free to make your presentation livelier by asking questions yourself and providing the answers; call on a few participants who you sense want to participate but are shy of doing so.

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10.7. What should you do if a single participant is dominating the discussion? It may be that a participant starts to dominate the discussion with their questions or comments. The meeting leader must acknowledge their constructive participation but not let themselves be distracted from their objectives. This attitude is often off-putting for the other participants. One solution is to ask for the opinion of another participant or to ask the group what they think of the opinion expressed.

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10.8. What should you do if you don't know how to answer a question? Simply admit the fact. You are not an employee share ownership expert but a facilitator there to help find answers. Note the question on the paper board and offer to answer it later after asking the program's managers. The following e-mail address is reserved for the Human Resources Information Officers for any further questions: castorinternational2012@vinci.com.

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