OFFERING CIRCULAR (incorporated as a société anonyme (with limited liability) in the Republic of France) (the “Issuer” or “VINCI”) E150,000,000 5.875 per cent. Bonds due 2009 (the “Bonds”) (to be consolidated and form a single series with the existing A250,000,000 5.875 per cent. Bonds due 2009 issued on 27 November 2002 and the existing A600,000,000 5.875 per cent. Bonds due 2009 issued on 22 July 2002 (the “Existing Bonds”)) Issue price: 106.156 per cent. (plus an amount corresponding to 289 days’ accrued interest) The Bonds will mature on 22 July 2009. The Issuer may, at its option, and in certain circumstances shall be required to, redeem prior to maturity all, but not some only, of the Bonds at any time at par plus accrued interest, only in the event of certain tax changes as described under “Conditions of the Bonds — Redemption and Purchase”. Application has been made for the listing of the Bonds on the Luxembourg Stock Exchange. The Bonds will be rated Baa1 by Moody’s France SA and BBB+ by Standard & Poor’s, a Division of The McGraw Hill Companies. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Bonds will initially be represented by a temporary global bond (the “Temporary Global Bond”), without interest coupons, which will be deposited on or about 7 May 2003 (the “Closing Date”) with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in the Temporary Global Bond will be exchangeable for interests in a permanent global bond (the “Permanent Global Bond” and, together with the Temporary Global Bond, the “Global Bonds”), without interest coupons, on or after 17 June 2003 (the “Exchange Date”), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Bond will be exchangeable for definitive Bonds only in certain limited circumstances — see “Summary of Provisions relating to the Bonds while represented by the Global Bonds”. On the Exchange Date the Bonds will be consolidated with the Existing Bonds so as to form a single issue therewith. Manager and Bookrunner BNP PARIBAS The date of this Offering Circular is 6 May 2003 The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to the Issuer and the Issuer, its subsidiaries and affiliates (the “Group”) taken as a whole which is material in the context of the issuance and offering of the Bonds, that such information is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts in relation to the Issuer or the Group the omission of which would, in the context of the issuance and offering of the Bonds, make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. The Manager (as defined in “Subscription and Sale”) has not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Manager as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer in connection with the Bonds or their distribution. No person is or has been authorised by the Issuer or the Manager to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Bonds or their distribution and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Manager. Neither this Offering Circular nor any other information supplied in connection with the Bonds or their distribution (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer or the Manager that any recipient of this Offering Circular or any other information supplied in connection with the Bonds or their distribution should purchase any of the Bonds. Each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Group. Investors should review, inter alia, the most recently published financial statements and annual report of the Issuer when deciding whether or not to purchase any Bonds. Neither this Offering Circular nor any other information supplied in connection with the issue of the Bonds constitutes an offer or invitation by or on behalf of the Issuer or the Manager to any person to subscribe for or to purchase any of the Bonds. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any of the Bonds shall in any circumstances imply that the information contained herein concerning the Issuer or the Group is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Bonds or their distribution is correct as of any time subsequent to the date indicated in the document containing the same. The Manager expressly does not undertake to review the financial condition or affairs of the Issuer during the life of the Bonds or to advise any investor in the Bonds of any information coming to their attention. The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons (see “Subscription and Sale”). This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Bonds may be restricted by law in certain jurisdictions. The Issuer and the Manager do not represent that this Offering Circular may be lawfully distributed, or that any Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Manager which would permit a public offering of any Bonds or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Bonds may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Bonds may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Bonds. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Bonds in the United States, the United Kingdom and France (see “Subscription and Sale”). 2 All references in this document to “Euro”, “euro” and “B” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. 3 TABLE OF CONTENTS Conditions of the Bonds 5 Summary of Provisions relating to the Bonds while represented by the Global Bonds 15 Use of Proceeds 17 Description of the Issuer 18 Consolidated Financial Statements at 31 December 2002 29 Summary of the Non-Consolidated Financial Statements at 31 December 2002 (comptes sociaux)75 Subscription and Sale 82 General Information 84 Stabilisation In connection with the issue and distribution of the Bonds, BNP Paribas or any person acting on its behalf may over-allot or effect transactions with a view to supporting the market price of the Bonds and/or any Existing Bonds at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on BNP Paribas or any of its agents to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Incorporation by reference The annual audited consolidated financial statements of the Issuer in respect of the financial years ended 31 December 2000, 2001 and 2002 and the pro-forma consolidated financial statements of the Issuer in respect of the financial years ended 31 December 2000 and 2001, together with the reports of the auditors thereon, are included in this Offering Circular. The annual audited non-consolidated financial statements (comptes sociaux)of the Issuer in respect of the financial years ended 31 December 2000, 2001 and 2002 are incorporated by reference in this Offering Circular. Copies of such financial statements are available free of charge from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in Luxembourg, as further set out under “General Information - Documents Available”.