Registration Document BOUYGUES

4
Legal and financial
information
Legal information
Under the terms of Article 8.2 of the by-laws, the
company is authorised to use all legal means
to identify the holders of securities conferring
an immediate or future right to vote at general
meetings.
3 • SHAREHOLDER
AGREEMENTS ENTERED
INTO BY BOUYGUES
The material provisions of the Bouygues Telecom
shareholder agreement are the following: a reciprocal
right of pre-emption; prohibition, without the
prior agreement of the other shareholders, on
disposals of securities to a telephone operator providing
services to the public; and an undertaking
by each party not to acquire a stake in the capital
of any competing operator.
4 • FACTORS LIKELY TO
HAVE AN IMPACT ON
ANY PUBLIC TENDER
OFFER PRICE (ARTICLE
L. 225-100-3 OF THE
COMMERCIAL CODE)
The factors likely to have an impact on the offer
price in any potential tender offer relating to
Bouygues’ shares are set out below:
> Capital structure: information relating to
Bouygues’ capital structure is set out in the
section on Share ownership. The main shareholders
of Bouygues are SCDM and company
employees. In view of their respective weight,
the votes of these shareholders could have an
impact on the outcome of any public tender offer
for the capital of Bouygues;
> Restrictions in the by-laws on the exercise of
voting rights: Article 8.3 of the by-laws, summarised
in paragraph "2. By-laws" of this section,
makes provision to suspend the voting rights
of shareholders who fail to declare ownership
of at least 1% of capital or voting rights. This
restriction could have an impact in the event of
a public tender;
> Direct or indirect holdings in the share capital of
which Bouygues is aware, pursuant to Articles
L. 233-7 and L. 233-12 of the Commercial Code:
the relevant information is set out in the section
on Share ownership;
> A list of owners of any security with special
control rights, with a description of these rights:
not applicable;
> Control mechanisms provided for within employee
share ownership plans: the regulations of
the various employee share ownership funds
created by Bouygues stipulate that voting
rights are exercised by the Supervisory Boards
of those funds and not directly by employees.
These employee share ownership funds, which
held 28.09% of voting rights as at 31 December
2011, could therefore have an impact on the
price of any public tender offer;
> Agreements between shareholders of which
Bouygues is aware and which could result in
restrictions on the transfer of shares and in the
exercise of voting rights: not applicable;
> Rules applicable to the appointment and
replacement of members of the Board of
Directors: the following is specified in Article 13
of the by-laws:
• the Board of Directors has between three and
18 members, subject to the waiver provided
for by law in the event of a merger, appointed
by the Annual General Meeting. It also has
up to two members representing employee
shareholders. These members are elected
by the Annual General Meeting on the recommendation
of the Supervisory Boards of
the employee share ownership funds set up
as part of the savings schemes run by the
Bouygues group;
• the functions of a director elected from the
employees sitting on the Supervisory Board
of one of the employee share ownership
funds will automatically terminate early if the
director’s employment contract terminates
(excluding the case of an intra-Group transfer)
or if the company for which the director
works leaves the Bouygues group. The Board
of Directors will then take all necessary steps
to replace the director whose term of office
has expired;
• directors can be re-elected;
• directors can be dismissed at any time by
the Ordinary Annual General Meeting, in the
case of directors chosen from shareholders;
• directors appointed from the members of the
Supervisory Boards of employee share ownership
funds, and who represent employees,
can be dismissed only for misconduct during
their term of office, following a legal decision;
• legal persons acting as directors are required
to appoint a permanent representative, in
compliance with legal conditions.
See also the details in the Chairman’s report.
> Rules applicable to changes in company bylaws:
Article L. 225-96 of the Commercial Code
specifies that only the Extraordinary Annual
General Meeting has the power to change the
by-laws. Any other clauses will be considered
as not written.
> Powers of the Board of Directors with respect to
issuance and buyback of shares. See the summary
of authorisations in points 1.3, 2 and 5 of
the Share capital section above. In particular:
• the Combined Annual General Meeting of
21 April 2011 (23rd resolution) authorised
the Board of Directors to issue equity warrants
during a public tender offer for the
company’s shares. The nominal amount of
the capital increase that could result from the
exercise of these equity warrants may reach
€400 million. The Combined Annual General
Meeting convened for 26 April 2012 will be
asked to replace this delegation by a further
delegation with the same purpose;
• the Combined Annual General Meeting of
21 April 2011 (24th resolution) also authorised
the Board of Directors to use, during
the period of the public tender offer for the
company’s shares, all the authorisations
and delegations of powers at its disposal to
increase the share capital, particularly for the
benefit of employees and corporate officers.
The Combined Annual General Meeting
convened for 26 April 2012 will be asked to
replace this delegation by a further delegation
with the same purpose;
• the Combined Annual General Meeting of
21 April 2011 (9th resolution) also authorised
the Board of Directors to trade in the
company’s shares, including during a public
tender offer for the company’s shares. The
Combined Annual General Meeting convened
for 26 April 2012 will be asked to
replace this delegation by a further delegation
with the same purpose;
BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • 211