Registration Document BOUYGUES

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6 Combined Annual General Meeting of 26 April 2012 Board of Director's reports of securities giving access to capital or to cover stock option plans. By law, share buyback authorisations must respect the following limits: > the company may not own, either directly or indirectly via a person or entity acting in its own name but on behalf of the company, more than 10% of its own shares; > the buybacks must not reduce shareholders’ equity to a level below that of capital plus those reserves not available for distribution; > throughout the holding period, the company’s reserves (excluding the legal reserve) must be at least equal to the value of the securities owned. We remind you that treasury stock does not carry voting rights and that the corresponding dividends are allocated to retained earnings. Extraordinary General Meeting Option to reduce share capital by cancelling shares In the eleventh resolution, pursuant to Article L. 225-209 of the Commercial Code, we ask you to authorise the Board of Directors to reduce the share capital, on one or more occasions, up to a limit of 10% of the share capital in any twenty-four month period, by cancelling some or all of the shares that the company holds or may hold as a result of using the various share buyback authorisations given by the Annual General Meeting to the Board of Directors, particularly under the tenth resolution submitted to this Annual General Meeting for approval. Cancelling shares makes it possible, if the Board of Directors deems it appropriate, to offset the dilution for shareholders resulting from the creation of new shares in connection, for example, with employee savings schemes and the exercise of stock options. This authorisation will be granted for a period of eighteen months beginning on the day of the Annual General Meeting. It will terminate with immediate effect the authorisation given under the tenth resolution of the Combined Annual General Meeting of 21 April 2011 and used by the Board of Directors at its meeting on 30 August 2011 to cancel 9,973,287 shares purchased by the company. It should be remembered that, in connection with the authorisation given by the Extraordinary General Meeting of 10 October 2011 concerning the share tender repurchase offer, the Board of Directors cancelled on 15 November 2011 the 41,666,666 shares repurchased through this offer. Protecting the company in the event of a public tender or exchange offer for the company’s shares The following two resolutions are designed to enable the Board of Directors to take defensive measures, as allowed by law, to frustrate a tender offer that it believes goes against the interests of the company and its shareholders. In the twelfth resolution, pursuant to Articles L. 233-32 II and L. 233-33 of the Commercial Code, we ask you to delegate to the Board of Directors the power to issue equity warrants to shareholders on preferential terms during the period of a public offer for the company’s shares, and to allot such warrants free of charge to all shareholders holding shares in the company prior to expiry of the offer period. These warrants will lapse automatically as soon as the offer or any other competing offer has failed, lapsed or been withdrawn. The number of warrants to be issued would be limited to the number of shares making up the capital at the warrant issue date. The nominal value of the capital increase that may result from exercise of the warrants would be capped at three hundred and fifty million euros (€350,000,000). The purpose of this delegation is to allow the Board of Directors to increase the value of the company if it considers the offer price to be too low, and thereby encourage the offeror to raise its offer price or abandon its offer. The Board of Directors considers that it should be able to issue such warrants under the terms and conditions provided for by law, when faced with a tender offer that it believes goes against the interests of the company and its shareholders. This power is subject to the reciprocity principle provided for in Article L. 233-33 of the Commercial Code, which allows your company to implement measures to frustrate the bid without being required to obtain authorisation from the Annual General Meeting during the offer period, if the offeror (or the entity controlling the offeror or an entity acting in concert with the controlling entity) is not itself subject to identical provisions or equivalent measures. This delegation will be granted for a period of eighteen months beginning on the day of the Annual General Meeting. It will replace and immediately cancel the previous delegation given by the Combined Annual General Meeting of 21 April 2011 under the twenty-third resolution, which was not used. In the thirteenth resolution, we ask you to authorise the Board of Directors to utilise, during the period of a public offer for the company’s shares, the various delegations of power and authorisations granted by the Combined Annual General Meetings of 29 April 2010 and 21 April 2011 to increase the share capital, provided that such utilisation is permitted during the period of a public offer by applicable laws and regulations. As in the twelfth resolution, this entails the application of the reciprocity principle provided for in Article L. 233-33 of the Commercial Code. This delegation will be granted for a period of eighteen months beginning on the day of the Annual General Meeting. It will replace and cancel with immediate effect the previous delegation given by the Combined Annual General Meeting of 21 April 2011 under the twenty-fourth resolution, which was not used. Amendments to by-laws The purpose of the fourteenth resolution is to amend the company’s by-laws in order to allow the Board of Directors, if it deems appropriate, to allow shareholders to vote by electronic means at future general meetings. The purpose of the fifteenth resolution is to carry out all legal or administrative formalities and to make all filings and publications under and in accordance with applicable law. * * * The statutory information concerning employee affairs is contained in the management report. We kindly ask you to vote on the resolutions submitted for your approval. The Board of Directors BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • 285
BOARD OF DIRECTOR’S MANAGEMENT REPORT This report is on pages 8-167, 190-212 and 283- 286 of this Registration Document. REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS This report is on pages 168-189 of the Legal and Financial Information section of this Registration Document. BOARD OF DIRECTOR’S SPECIAL REPORT ON STOCK OPTIONS This report is on pages 194-198 of the Legal and Financial Information section of this Registration Document. BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Board of Director's reports • 286
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Bouygues Construction Bouygues Immo
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Contents Interview with Martin Bouy
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A good year in 2011 Interview with
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The Group BOUYGUES • 2011 Registr
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Group profile strategy. Its two lar
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Flagship projects 1 2 3 4 5 BOUYGUE
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The Board of Directors at 28 Februa
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2011 key figures The Bouygues group
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caSh flow € million 3,244 e3,325
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Highlights Privée, included the re
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factS and fiGureS for 2011 (continu
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Highlights since 1 January 2012 aga
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Bouygues and its shareholders THE B
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Corporate, social and environmental
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Governance and dialogue with stakeh
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Respect "Our people are the most pr
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the work/perSonal life balance in G
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Trust "We believe in laying the gro
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headcount by reGion Scope: global H
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Fairness "All HR decisions in matte
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Gender equality Equal treatment of
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Investing in training "Within the G
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Low-carbon solutions The energy/car
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IMPROVING PRODUCTS AND SERVICES FOR
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GROUP-WIDE CSR ACTIONS Shared and G
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Sharing knowledge with BYpedia The
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Business activities and CSR BOUYGUE
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Full-service contractor Operating i
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Energy and services Bouygues Constr
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Performance Contract in Vitry-sur-S
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the Research & Development and Inno
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aims to make itself more attractive
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In all the countries where it opera
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CSR: challenges and key indicators
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Extra-financial indicators at 31 De
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France's leading property developer
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Hikari, the first positive-energy,
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RESIDENTIAL PROPERTY: BOUYGUES IMMO
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The other element is a highly perso
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For the Solid'R Community Day, empl
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dialogue wiTH sTaKeHolders - bouygu
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The world's leading roadbuilder Wit
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in some countries. Upstream, the gr
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in capital spending by local author
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Construction of the Port-Louis bypa
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Securing acceptance of production s
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vibration and working posture. Dust
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Colas is rehabilitating pathways in
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The leading private television grou
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TF1 has also created a broad range
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Net financial debt came to €40 mi
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Editorial staff mobilised The total
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Supplier commitment to the Responsi
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Mobile, fixed, TV and internet serv
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Bouygues Telecom's mobile phone net
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MVNOs accounted for 79% of new cust
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Optimised packaging for Bouygues Te
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SUPPORTING OUR PEOPLE Like other Gr
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Responsible site management Sustain
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Bouygues SA Key figures 2011 sales
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At the heart of sustainable develop
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Power transmission Orders worth €
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Risk factors BOUYGUES • 2011 Regi
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Risk factors Operational risks asso
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with good future prospects is fuell
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ased on reporting tools, serves to
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For several years, Colas has been c
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The current labour climate brings a
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in order to anticipate and neutrali
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Market value of hedging instruments
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Colas Île-de-France Normandie is c
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commitments in terms of broadcastin
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Mobile phone base stations > The ch
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Legal and financial information BOU
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Information on directors and non-vo
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François Bertière 3 boulevard Gal
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Patrick kron 3 avenue Malraux, 9230
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sandra noMBret 1 avenue Eugène Fre
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NON-VOTING DIRECTOR Michèle vilain
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Chairman’s report on corporate go
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Name Age a Accounts Committee Remun
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The Board will seek to increase the
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est or invest in a company, whether
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as well as forward transactions on
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of the company in charge of the fin
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12 • WORK OF THE BOARD AND ITS CO
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In case of internal fraud or miscon
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focus was on monitoring the action
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developing all processes and proced
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17.7 Information and communication
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Remuneration of corporate officers
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1.4 Table 3 - Directors’ fees The
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2 • 2011 REPORT ON STOCK OPTIONS
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2.2.1 Table 4 - Options granted to
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2.5 Stock options granted to or exe
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Significant changes in share owners
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3 • STOCK MARKET RULES AND PREVEN
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Share capital 1 • GENERAL INFORMA
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2 • FINANCIAL AUTHORISATIONS SUBM
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5.2 Description of the new share bu
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Legal information 1 • GENERAL INF
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Agreements entered into by Bouygues
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Financial statements BOUYGUES • 2
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Consolidated financial statements C
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CHANGES IN CONSOLIDATED SHAREHOLDER
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Notes to the consolidated financial
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Network Operators (MVNOs). This aut
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Subsequently, goodwill is carried a
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Broadcasting rights are recognised
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of rights (for external productions
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Non-current provisions are not usua
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2.14 Cash flow statement The cash f
Page 235 and 236: 3.2.2 Intangible assets 1,209 Devel
Page 237 and 238: 3.2.4 Non-current financial assets
Page 239 and 240: 3.2.4.2 Investments in non-consolid
Page 241 and 242: 4.2 Advances and down-payments on o
Page 243 and 244: NOTE 5 • CONSOLIDATED SHAREHOLDER
Page 245 and 246: 6.2 Current provisions 831 Provisio
Page 247 and 248: NOTE 8 • NON-CURRENT AND CURRENT
Page 249 and 250: NOTE 9 • MAIN COMPONENTS OF CHANG
Page 251 and 252: NOTE 12 • OPERATING PROFIT 1,857
Page 253 and 254: NOTE 16 • SEGMENT INFORMATION Seg
Page 255 and 256: 16.3 Analysis by geographical area
Page 257 and 258: NOTE 17 • FINANCIAL INSTRUMENTS T
Page 259 and 260: NOTE 18 • OFF BALANCE SHEET COMMI
Page 261 and 262: NOTE 19 • HEADCOUNT, EMPLOYEE BEN
Page 263 and 264: Main actuarial assumptions used to
Page 265 and 266: NOTE 21 • ADDITIONAL CASH FLOW ST
Page 267 and 268: NOTE 23 • PRINCIPAL EXCHANGE RATE
Page 269 and 270: Proportionate consolidation Constru
Page 271 and 272: INCOME STATEMENT - YEAR ENDED 31 DE
Page 273 and 274: NOTE 1 • SIGNIFICANT EVENTS OF TH
Page 275 and 276: NOTE 3 • NON-CURRENT ASSETS Balan
Page 277 and 278: NOTE 11 • DETAILS OF AMOUNTS INVO
Page 279 and 280: NOTE 18 • AVERAGE NUMBER OF EMPLO
Page 281 and 282: Combined Annual General Meeting of
Page 283 and 284: Agenda 1. ORDINARY GENERAL MEETING
Page 285: Martin Bouygues was born on 3 May 1
Page 289 and 290: AUDITORS’ REPORT ON THE CONSOLIDA
Page 291 and 292: AUDITORS’ SPECIAL REPORT ON REGUL
Page 293 and 294: SCDM may also supply Bouygues with
Page 295 and 296: Agreements and commitments approved
Page 297 and 298: Draft resolutions 1. ORDINARY GENER
Page 299 and 300: 3. delegates to the Board of Direct
Page 301 and 302: Glossary CONSTRUCTION 3E ® Aggrega
Page 303 and 304: Rehagreen ® A service package crea
Page 305 and 306: High-density area HSPA Interactivit
Page 307 and 308: CSR According to the ISO 26000 stan
Page 309 and 310: CSR and environmental indicators: n
Page 311 and 312: Concordance Headings of Annex 1, EU
Page 313 and 314: FULL-YEAR FINANCIAL REVIEW The 2011
Page 315 and 316: STATEMENT BY THE PERSON RESPONSIBLE
Page 317: BOUYGUES GROUP Headquarters 32 aven
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Registration Document BOUYGUES

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