2. TRENDS IN SHARE PRICE AND TRADING VOLUME 2.1. <strong>Bouygues</strong> share price over the last 18 months 2004 High Low Number of shares traded Capital traded (€m) July 28.11 25.94 24,050,209 653 August 28.73 26.55 21,222,382 584 September 30.64 27.58 27,839,474 812 2.2. Investment certificate price High Low Number of shares traded 2005 first quarter 30.33 25.31 6,574 2005 second quarter 33.66 27.00 5,232 2005 third quarter 34.90 31.65 26,326 2005 fourth quarter 39.00 33.00 4,195 October 31.70 29.92 24,079,054 744 November 33.60 30.82 21,289,133 692 December 34.26 32.00 32,685,449 1,086 2005 January 30.85 28.75 36,023,161 1,107 February 32.75 29.82 25,331,648 807 March 32.88 30.05 23,868,747 741 April 31.79 29.78 31,058,876 959 May 31.76 30.31 23,512,221 732 June 34.78 30.45 38,411,693 1,241 July 36.45 33.33 25,651,501 900 August 37.59 35.81 41,024,083 1,499 September 38.90 35.86 22,373,185 827 October 41.29 37.06 28,575,475 1,110 November 42.67 40.22 30,698,986 1,267 December 42.22 40.00 21,971,061 901 Source: Euronext 134
CAPITAL 1. GENERAL INFORMATION 1.2. Changes in the share capital over the last five years 1.1. Amount of the share capital All the amounts appearing in the following table are in euros. On 31 December 2004, the share capital of <strong>Bouygues</strong> was €332,758,624, divided into 332,758,624 shares with a nominal value of €1 each. 504,210 shares were divided into as many investment certificates and voting right certificates. During the financial year 2005, a capital increase reserved for employees was completed in an amount of €250,006,338, at a price per share of €25.07, 9,972,331 shares being issued. This capital increase was subscribed by a leveraged mutual fund forming part of the Group Savings Plan and known as <strong>Bouygues</strong> Confiance 3. During the financial year 2005, 2,393,590 new shares were created as a result of the exercise of options granted to Group employees, and 8,361,649 shares bought back by the company were cancelled. Consequently, on 31 December 2005, the share capital of <strong>Bouygues</strong> was €336,762,896 divided into 336,762,896 shares with a nominal value of €1 each. 473,867 shares were divided into as many investment certificates and voting right certificates. The number of voting rights on 31 December 2005 was 423,732,243 (on 31 December 2004, the number of voting rights was 418,308,600). Years 2001 2002 from 1 January to 16 June 2003 Increases and reductions in the share capital within the last five years • Exercise of options for 1,009,490 shares • Subscription by Corporate Savings Plan of 10,034,985 shares • OCEANE bond conversion: 12,216 shares • Exercise of options for 610,530 shares • OCEANE bond conversion: 10 shares Nominal 1,009,490 10,034,985 12,216 Amount of variations in the share capital 610,530 10 Premiums and incorporation of reserves 6,499,867 219,966,871 302,664 3,930,741 246 Amount of the share capital 333,704,178 343,739,163 343,751,379 344,361,909 344,361,919 Aggregate number of shares and investment certificates 333,704,178 343,739,163 343,751,379 344,361,909 344,361,919 • Exercise of options for 58,370 shares 58,370 375,903 344,420,289 344,420,289 17 June 2003 • Cancellation of 9,685,825 shares bought back by the company (9,685,825) (236,218,525) 334,734,464 334,734,464 From 17 June to 10 December 2003 • Exercise of options for 318,070 shares 318,070 2,048,371 335,052,534 335,052,534 16 December 2003 • Cancellation of 2,521,365 shares bought back by the company (2,521,365) (57,386,267) 332,531,169 332,531,169 From 11 December to 31 December 2003 From 1 January to 10 June 2004 • Exercise of options for 668,800 shares 668,800 4,307,072 333,199,969 333,199,969 • Exercise of options for 386,240 shares • OCEANE bond conversion: 13,556,732 shares 386,240 13,556,732 3,646,271 335,881,691 333,586,209 347,142,941 333,586,209 347,142,941 15 June 2004 • Cancellation of 13,942,972 shares bought back by the company (13,942,972) (379,655,105) 333,199,969 333,199,969 From 11 June to 6 October 2004 • Exercise of options for 191,742 shares 191,742 4,032,822 333,391,711 333,391,711 14 December 2004 • Cancellation of 633,087 shares bought back by the company (633,087) (20,177,199) 332,758,624 332,758,624 From 1 January to 16 June 2005 • Exercise of options for 801,427 shares 801,427 14,464,213 333,560,051 333,560,051 21 June 2005 • Cancellation of 1,048,873 shares bought back by the company (1,048,873) (31,649,972) 332,511,178 332,511,178 From 17 June to 8 December 2005 • Exercise of options for 1,163,673 shares 1,163,673 26,788,468 333,674,851 333,674,851 13 December 2005 • Cancellation of 7,312,776 shares bought back by the company (7,312,776) (279,502,996) 326,362,075 326,362,075 28 December 2005 From 9 December to 31 December 2005 • Subscription by the mutual fund <strong>Bouygues</strong> Confiance 3 of 9,972,331 shares 9,972,331 240,034,007 336,334,406 336,334,406 • Exercise of options for 428,490 shares 428,490 7,986,521 336,762,896 336,762,896 LEGAL AND FINANCIAL INFORMATION 135
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BOUYGUES 2005 A N N U A L R E P O R
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CONTENTS Chairman’s statement 2 M
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CHAIRMAN'S STATEMENT cellent year f
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Bouygues Telecom Tons directs Logot
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with the announcement of our annual
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KEY FIGURES FINANCIAL HIGHLIGHTS (
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NET DIVIDEND PER SHARE: €0.90 (up
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Business activities Bouygues Constr
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ACTOR > Excellent commercial and fi
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uildings and offices was stable, wi
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Gautrain link project, South Africa
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PROPERTY DEVELOPER > Further growth
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• the Allée des Oliviers in Mont
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Poland, which generated sales of
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IN ROADWORKS > Sharp rise in sales
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the performance of contracts under
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Two major projects were completed i
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SION GROUP IN FRANCE > Biggest incr
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eginning to tire. The subsidiary’
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ments and very good viewing figures
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Bouygues Telecom Tons directs Logot
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Bouygues Telecom Logotype BT Quadri
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Bouygues Telecom Logotype BT Quadri
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Bond issue On 22 July 2005, Bouygue
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Sustainable development Sustainable
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PMENT IN THE GROUP Our culture is r
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THE GROUP diseases at the Treichvil
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culty to enter the labour market, e
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ing position in this area. While th
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Bouygues Bâtiment Ile-de-France, f
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Private Construction QSE ® plans T
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erly constructed, supervised, teste
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teams. The workforce increased by 2
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The sustainable development committ
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Internships and apprenticeships App
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■ Internal communication: promoti
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ing and construction waste. In 2005
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Nanotechnologies to support technol
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Messages for children on TF1 After
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tional risks in order to raise awar
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Example of the local impact of the
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Bouygues Telecom Tons directs Logot
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8.3. Deferred tax assets and liabil
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9.3. Liquidity at 31 December 2005
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Information about construction cont
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NOTE 15: INCOME TAX EXPENSE (570) 1
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17.2. Analysis by business segment:
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17.4. Income statement by function
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18.1.2. Currency hedges ■ Analysi
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19.3. Other commitments 19.5. Conti
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20.2.2. Defined-benefit plans ■ N
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20.3. Employee share ownership NOTE
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NOTE 23: AUDITORS’ FEES The table
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NOTE 25: PRINCIPAL EXCHANGE RATES N
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PARENT COMPANY FINANCIAL STATEMENTS
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NOTES TO THE PARENT COMPANY FINANCI
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Estimated useful lives and deprecia
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NOTE 7: COMPOSITION OF SHARE CAPITA
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NOTE 14: GROUP TAX ELECTION AND INC
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Annual general meeting of 27 April
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BOARD OF DIRECTORS' REPORTS BOARD O
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This delegation is granted to the B
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AUDITORS' REPORTS AUDITORS’ GENER
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AUDITORS’ REPORT IN ACCORDANCE WI
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Agreements to buy and sell Bouygues
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AUDITORS’ REPORT ON THE REDUCTION
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RECONSTITUTION OF INVESTMENT CERTIF
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Consequently, we ask you, subject t
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I. Analysis of the relative value o
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DRAFT RESOLUTIONS 1. ORDINARY PART
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plies with a code of conduct recogn
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• thirteenth resolution (Authoris
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CERTIFICATE OF RESPONSIBILITY Havin