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

7. POTENTIAL CREATION OF NEW SHARES
11,351,815 shares would be added to the 336,762,896 shares and investment certificates existing on 31
December 2005 if all exercisable stock options were exercised, bringing the total number of shares and
investment certificates to 348,114,711.
8. BUYBACK OF SHARES
Special report on the buyback of shares (Articles L. 225-209 and L. 225-211 of the Commercial Code)
8.1. Summary of the use made by the Board of Directors of the
authorisations conferred by the Annual Meeting
The Annual Meetings on 22 April 2004 and 28 April 2005 authorised the Board of Directors to buy back
the company’s own shares and investment certificates in the context of the share buyback programmes
approved by the AMF, respectively, under no. 04-226 on 30 March 2004 and no. 05-242 on 8 April 2005.
■ Summary of purchases and sales of shares during the financial year
During the financial year 2005, the company purchased 12,078,486 shares (1,668,900 between January
and April in the context of the programme authorised by the Annual Meeting on 22 April 2004, and
10,409,586 between May and December in the context of the programme authorised by the Annual
Meeting on 28 April 2005), representing 0.03% of the share capital as at 31 December 2005.
The Annual Meeting on 28 April 2005 authorised the Board of Directors to reduce the authorised share
capital by cancelling up to 10% of the authorised capital per 24-month period in accordance with the
law. Pursuant to this provision, the Board of Directors cancelled 1,048,873 shares on 21 June 2005 representing
0.31% of the capital on that date, and then cancelled 7,312,776 shares on 13 December 2005,
representing 2.19% of the capital on that date.
Shares were also bought and sold pursuant to a liquidity contract conforming to a Code of Ethics
approved by the AFEI.
• number of shares registered in the name of the company on 31/12/2004 10,000 (1)
• number of shares purchased during the financial year 12,078,486
• number of shares sold during the financial year 3,621,837
• number of shares cancelled during the financial year 8,361,649
• number of shares registered In the name of the company on 31/12/2005 105,000 (1)
• percentage of the authorised share capital owned by the company
on 31/12/205
0.03%
■ Between 24 March 2005 and 20 March 2006, the company carried out the following operations
(*) :
(*) The period concerned began on the day after the date on which the report of the previous programme was prepared and will end on the
date on which the description of the programme is published.
Situation as at 20 March 2006:
Percentage of share capital directly or indirectly
owned as treasury shares: 0.37% on 20/03/2006
Number of shares cancelled in the last 24 months: 22,937,708
Number of shares held in the portfolio (1) : 1,245,100
Book value of the portfolio: €52,145,374
Market value of the portfolio (2) : €54,958,714
(1) including 400,000 pursuant to a liquidity contract complying with the AFEI Code of Ethics, 546,000 allocated for use in future acquisition
transactions, and the balance being earmarked for cancellation
(2) opening price on 21/03/2006: €44.14
Transactions carried out other than in the context of the liquidity contract:
Number of
shares
Average
maximum
maturity
(years)
Average
transaction
price
Average
exercise price
Aggregate gross amounts (1)
Purchases
Sales /
Transfers
Positions opened in the context of the previous
buyback programme until the date of publication of
programme description
Purchase positions
opened
Call
options
purchased
8,927,922 0
(3)
€38.69 0
Amounts 345,444,951 0
(3)
(3)
Futures
purchased
Sale positions opened
Call
options
sold
Futures
sold
(1) pursuant to the liquidity contract
(3) Option 1 Option 2 Option 3 Option 4
Number of shares 2,283,650 3,056,000 55,959 56,140
Average maximum maturity (years) 2.0 6.3 4.7 0.8
Average exercise price €33.81 €31.34 €31.34 €24.59
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