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

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(i) non-voting preference shares having the same rights as investment certificates and (ii) all transferable securities of whatever kind, issued for valuable consideration or free of charge, giving access by all means, immediately or in the future, to non-voting preference shares having the same rights as investment certificates, and the buy-back and conversion, under the conditions set forth in Article 7 of the by-laws, of non-voting preference shares having the same rights as investment certificates, up to a maximum nominal amount of €10,000,000 (ten million euros), given that the nominal amount of all preference shares issued under the terms of this delegation may not exceed 25% of the share capital; 2. decides in accordance with Article 7 of the by-laws as amended that the non-voting preference shares and the transferable securities giving immediate or future access to the above-mentioned non-voting preference shares shall have the same characteristics as the issued transferable securities that led to their issue and shall be issued under the same terms and conditions, subject to a possible discount linked to the estimated value of the voting right; 3. decides that the transferable securities giving access to non-voting preference shares having the same characteristics as investment certificates issued in this way may consist of debt securities or be associated with the issue of such securities or enable such securities to be issued as intermediate securities. In particular, they may be subordinated or not, and be issued in euros or foreign currency or any other monetary unit established with reference to several currencies. The nominal amount of debt securities issued in this way may not exceed €10,000,000 (ten million euros) or the equivalent value in euros at the date the issue is decided, given that such amount does not include redemption premiums over par, if any. This amount is independent of and separate from the amount of debt securities, the issues of which is provided for by the twelfth, fifteenth, sixteenth and twenty-first resolutions put to shareholders’ meeting of 28 April 2005; it is also independent of and separate from the amount of debt securities whose issuance might be decided or authorised by the Board of Directors pursuant to Article L. 228-40 of the Commercial Code. The securities (giving access to non-voting preference shares having the same characteristics as investment certificates) may bear interest (which may be capitalised) at a fixed or floating rate; they may be redeemed with or without a premium or amortised or purchased on the market or be the subject of a tender or exchange offer from the company; 4. decides that the Board of Directors shall have all powers to implement this delegation, including by concluding any agreement to that end, in particular with a view to completing any issue, to make the above-mentioned issues on one or more occasions, in such proportion and at such times as it may deem appropriate, in France or elsewhere or on the international market – and, as appropriate, to postpone such issue – to note completion of the issue and amend the by-laws accordingly and to accomplish all formalities, make all declarations and request all authorisations that may prove necessary to the satisfactory conduct and completion of such issues. 5. grants the present powers for eighteen months and notes that this authorisation invalidates any previous authorisation having the same purpose. Twentieth resolution (Amendment of the by-laws) The Annual Meeting, taking its decision under the quorum and majority voting conditions for ordinary shareholders’ meetings, having acquainted itself with the Board of Directors’ report, decides to amend the first paragraph of Article 18 (Supervisors) of the by-laws as follows: Old wording “The ordinary shareholders’ meeting may appoint one or more supervisors for a six-year term.” New wording “The ordinary shareholders’ meeting may appoint one or more supervisors for a three-year term. However, the term of office of supervisors in office at the date of the shareholders’ meeting of 27 April 2006 shall be six years.” Twenty-first resolution (Powers to carry out formalities) The Annual Meeting grants all powers to the bearer of an original, copy or extract of the minutes of this meeting to carry out all legal or administrative formalities and to make all filings and notifications required by the prevailing laws and regulations. 244
CERTIFICATE OF RESPONSIBILITY Having taken all reasonable steps to that end, I certify that to the best of my knowledge the information contained in this Annual Report accurately reflects the true situation and that there are no material omissions. The statutory auditors, Ernst & Young Audit and Mazars & Guérard, have provided me with an opinion in which they state that they have verified the information about the financial situation and accounts provided in this Annual Report, and that they have read the Annual Report as a whole. The statutory auditors have prepared reports, containing observations, on the historical financial information provided in this Annual Report. They are listed on the inside front page of this Annual Report. Saint-Quentin-en-Yvelines, 11 April 2006 Martin <strong>Bouygues</strong> Chairman and CEO
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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 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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its transmitters. Thus, if a radio
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dual exchange rate risk arising fro
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Interest rate hedging Maturity 2006
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competition undertakings relating t
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assessments. The Group uses all leg
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Innovation, research and developmen
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H AND DEVELOPMENT • modelling (ha
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Legal and financial information Cor
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DEPUTY CHIEF EXECUTIVE OFFICERS Exp
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Expertise / Experience Principal po
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devoted an item on its agenda to a
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1.3.3. Selection Committee The Sele
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is a centralised and formalised sys
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Challenger Express, intended for se
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A. Dupont P. Le Lay Y. Gabriel A. P
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2. REPORT ON THE ALLOCATION AND EXE
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SHARE OWNERSHIP 1. CHANGES IN SHARE
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STOCK MARKET 1. BOUYGUES ON THE STO
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CAPITAL 1. GENERAL INFORMATION 1.2.
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2. ADDITIONAL REPORT ON THE USE OF
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Transactions carried out other than
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2. FIVE-YEAR FINANCIAL SUMMARY CAPI
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3.4. Double voting rights (Article
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MISCELLANEOUS INFORMATION Date of p
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MISCELLANEOUS INFORMATION Date of p
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7 November 2005 from 31 October to
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Financial statements CONSOLIDATED F
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CONSOLIDATED INCOME STATEMENT (in m
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CHANGES IN CONSOLIDATED SHAREHOLDER
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NOTE 1: SIGNIFICANT EVENTS OF THE Y
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■ Business combinations Business
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■ Leases: Items of property, plan
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2.8. Financial instruments Some gro
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Services carried out on behalf of c
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3.2. December 2004: financial state
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3.3. 31 December 2004: comparative
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3.5. 31 December 2004: transition o
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4.2. Movements during the period 4,
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4.2.3. Goodwill 4,618 ■ Movement
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4.2.5. Other non-current financial
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5.2. Advances and down-payments on
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6.2.1. Attributable to the Group (I
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2 - Fair value remeasurement reserv
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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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Page 201 and 202: 19.3. Other commitments 19.5. Conti
Page 203 and 204: 20.2.2. Defined-benefit plans ■ N
Page 205 and 206: 20.3. Employee share ownership NOTE
Page 207 and 208: NOTE 23: AUDITORS’ FEES The table
Page 209 and 210: NOTE 25: PRINCIPAL EXCHANGE RATES N
Page 211 and 212: PARENT COMPANY FINANCIAL STATEMENTS
Page 213 and 214: NOTES TO THE PARENT COMPANY FINANCI
Page 215 and 216: Estimated useful lives and deprecia
Page 217 and 218: NOTE 7: COMPOSITION OF SHARE CAPITA
Page 219 and 220: NOTE 14: GROUP TAX ELECTION AND INC
Page 221 and 222: Annual general meeting of 27 April
Page 223 and 224: BOARD OF DIRECTORS' REPORTS BOARD O
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Page 227 and 228: AUDITORS' REPORTS AUDITORS’ GENER
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Page 231 and 232: Agreements to buy and sell Bouygues
Page 233 and 234: AUDITORS’ REPORT ON THE REDUCTION
Page 235 and 236: RECONSTITUTION OF INVESTMENT CERTIF
Page 237 and 238: Consequently, we ask you, subject t
Page 239 and 240: I. Analysis of the relative value o
Page 241 and 242: DRAFT RESOLUTIONS 1. ORDINARY PART
Page 243 and 244: plies with a code of conduct recogn
Page 245: • thirteenth resolution (Authoris
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A N N U A L R E P O R T - Bouygues

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