Registration Document BOUYGUES

2 • FINANCIAL AUTHORISATIONS SUBMITTED TO THE COMBINED ANNUAL
GENERAL MEETING OF 26 APRIL 2012
The table below summarises the delegated powers and authorisations to be conferred on the Board of Directors by the Combined Annual General Meeting of
26 April 2012. With effect from the date of their approval by the meeting, these delegations and financial authorisations cancel and replace the unused portion,
if applicable, of any authorisations previously granted for the same purpose.
Securities issues
Purpose Maximum nominal amount Expiry/Duration
1. Issue equity warrants during the period of a public offer for the
company’s shares (Resolution 12)
2. Increase share capital during the period of a public offer
(Resolution 13)
Share buybacks and reduction in share capital
3. Purchase by the company of its own shares (Resolution 10)
- Capital increase: €350 million
- The number of warrants is capped at the number of existing
shares
Ceilings fixed in the relevant authorisations
5% of the share capital
Total outlay capped at €1 billion
4. Reduce share capital by cancelling shares (Resolution 11) 10% of the share capital in any 24-month period
26 October 2013
(18 months)
26 October 2013
(18 months)
26 October 2013
(18 months)
26 October 2013
(18 months)
3 • EMPLOYEE SHARE
OWNERSHIP
At 31 December 2011, Group employees owned
23.33% of the share capital of Bouygues and
28.09% of the voting rights through a number of
employee share ownership funds.
The share ownership fund created in 1968 invests
in Bouygues shares bought on the market. At
31 December 2011, this fund held 4.55% of the
share capital and 6.01% of the voting rights.
The Group's share ownership plan is funded by
voluntary contributions from employees and additional
contributions paid by the company. These are
invested in Bouygues shares by direct purchases
made on the market. At 31 December 2011, this
fund held 8.92% of the share capital and 11.10%
of the voting rights.
Following the capital increases carried out in 2007,
2009 and 2010, the leveraged share ownership
plans known as Bouygues Partage, Bouygues
Confiance 4, Bouygues Partage 2 – five years,
Bouygues Partage 2 – ten years and Bouygues
Confiance 5, held 9.62% of the share capital and
10.67% of the voting rights at 31 December 2011.
The Bouygues Immobilier share ownership fund
held 0.24% of the share capital and 0.31% of the
voting rights at 31 December 2011.
.
4 • POTENTIAL
CREATION OF NEW
SHARES
At 31 December 2011, no stock options were readily
exercisable. The exercise price of the options
that are out of the lock-up period exceeds the share
price at 31 December 2011, the year’s final price,
namely €24.345.
BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Share capital • 206