A N N U A L R E P O R T - Bouygues

2. SHAREHOLDERS’
AGREEMENTS
2.1. Bouygues
The terms of the shareholder agreement of
4 December 1998 between SCDM and Artémis
relating to their holdings in Bouygues were published
by the Conseil des Marchés Financiers (the
French financial markets regulator) in a notice
of 9 December 1998. They have been amended
three times. The amendments were published by
the Conseil des Marchés Financiers in decisions
dated 13 September 2001 and 23 May 2003 and
by the Autorité des Marchés Financiers (the successor
to the Conseil des Marchés Financiers) in
a decision dated 18 January 2005.
In accordance with the regulations, the parties
acting in concert stated their intentions to the
Conseil des Marchés Financiers in the following
terms:
• Concerted policy within the company: under the
terms of a shareholder agreement concluded
on 4 December 1998 for an initial three-year
period, the parties intend to conduct a concerted
business policy for the company and consult
each other before taking any decisions that
might cause a significant and lasting change
in the strategy, legal structure or financial
resources of the company or its major subsidiaries.
To this end, Artémis will have three
seats on the Board of Directors. The parties also
agreed to approve all the resolutions put by the
Board of Directors to Shareholders’ Meetings.
• Shareholdings: the parties do not rule out buying
and selling shares but have each agreed to
cap their shareholdings and have also agreed
that the total number of shares or voting
rights held by them, acting in concert, should
not exceed one-third of the share capital or
voting rights.
The amendment of 13 September 2001 extended
the shareholder agreement until 4 December
2004 and cancelled the non-transferability clause
in the initial agreement.
The amendment of 22 May 2003 extended the
shareholder agreement until 4 December 2007.
It preserves the provisions of the agreement
as amended except as regards reciprocal preemption
rights, which the parties agreed to
waive. In particular, it extends the provision
stating that the agreement would be terminated
ipso jure if SCDM held less than 10% of Bouygues’
share capital or Artémis less than 5%.
Under the terms of the amendment of 21 December
2004, Artémis agreed not to hold more than 10%
of Bouygues’ share capital and SCDM agreed not
to hold more than 23%. Artémis further agreed
not to hold more than 3,306,518 double voting
rights, the number it held on signature of the
amendment.
2.2. Bouygues Telecom
The material provisions of the Bouygues Telecom
shareholders’ agreement are: reciprocal preemption
rights, a ban on selling shares to an
operator providing a telephone service to the
public without the other shareholders’ prior
consent, and an undertaking by each party not to
acquire an equity interest in a rival operator.
The BNP Paribas Group wishing to ensure the
liquidity of its 6.5% stake in Bouygues Telecom,
the Bouygues Group granted the BNP Paribas
Group a promise to buy this stake, exercisable
at any time from 1 September 2005 to 31 July
2007. In return, the BNP Paribas Group granted
Bouygues a promise to sell, exercisable between
1 and 30 September 2007.
3. VOTING RIGHTS
The principal shareholders of Bouygues hold
voting rights on terms no different from those
enjoyed by the other shareholders. They are
entitled, on the same terms as the other shareholders,
to double voting rights subject to the
conditions specified in Article 12 of the by-laws,
the terms of which are reproduced on page 143
of this Annual Report.
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