Registration Document BOUYGUES

6
Combined Annual General
Meeting of 26 April 2012
Auditors’ reports
> sale by Bouygues to Actifly of 15% of the share
capital of Airby for €375, based on Airby’s net
worth on 31 October 2011; Bouygues still holds
85% of the company’s share capital;
> sale by Challenger Luxembourg SA to Airby of
the Global 5000 for US$31.5 million, based on
a quote from its maker, Bombardier Inc.;
> sale by Financière des Bois Verts to Airby
of 15% of the share capital of Actifly for
€1,005,000, based on Actifly’s net worth after
covering the losses for the financial year ended
31 August 2011;
> agreement between Airby and Actifly on the
incorporating instruments for Transport Air;
> agreement on reciprocal availability of aircraft
between Airby and Actifly;
> conclusion of aircraft availability agreements
between Airby and the companies using the
aircraft;
> agreement between Bouygues and Transport Air
to organise the transfer of operating resources to
Transport Air in return for payment by the latter
of an overall €21,677 to Bouygues;
> agreement between Bouygues and Airby to
organise the transfer of machinery and equipment
for the Global 5000 to Airby in return
for payment by Airby of an overall €19,095 to
Bouygues.
In this context, at its meeting on 15 November 2011,
your Board of Directors authorised an aircraft availability
agreement (including pilots and fees relating
to flight services) between to Airby and Bouygues
under the following terms and conditions:
> Airby is to provide aircraft at an overall cost of
€7,000 excl. VAT per flight hour, regardless of
the plane used;
> Airby is to operate the Global 5000 as the first
option: it will not use the Challenger 605 unless
the Global 5000 is unavailable and will not use
a third aircraft unless both the Global 5000 and
the Challenger 605 are unavailable;
> the price per flight hour is to be revised annually
to reflect market prices;
> the agreement is concluded for an indefinite
period.
This agreement had no financial impact on the
2011 financial statements. It will take effect in 2012.
Directors concerned
SCDM, Martin Bouygues and Olivier Bouygues.
d. Amendment to the trademark licence
agreement with Bouygues Construction
At its meetings on 1 March and 15 November
2011, your Board of Directors approved the fifth
and sixth amendments to the 16 October 2000
trademark licence agreement between Bouygues
and Bouygues Construction, with a view to extending
the term of the agreement until 30 November
2011 and then to 31 December 2011.
Directors concerned
Olivier Bouygues and Yves Gabriel.
e. Amendment to the trademark licence
agreement with Bouygues Bâtiment
International
At its meetings on 1 March and 15 November 2011,
your Board of Directors approved the seventh and
eighth amendments to the 21 December 2000
trademark licence agreement between Bouygues
and Bouygues Bâtiment (now Bouygues Bâtiment
International), with a view to extending the term of
the agreement until 30 November 2011 and then
to 31 December 2011.
Director concerned
Yves Gabriel.
f. Amendment to the trademark licence
agreement with Bouygues Travaux
Publics
At its meetings on 1 March and 15 November 2011,
your Board of Directors authorised the fourth and
fifth amendments to the 15 December 2000 trademark
licence agreement between Bouygues and
Bouygues Travaux Publics, with a view to extending
the term of the agreement until 30 November 2011
and then to 31 December 2011.
Director concerned
Yves Gabriel.
g. Amendment to the trademark licence
agreement with Bouygues Bâtiment Ilede-France
At its meeting on 15 November 2011, your Board
of Directors approved an amendment to the
7 November 2003 trademark licence agreement
between Bouygues and Bouygues Bâtiment Ilede-France,
with a view to early termination of the
agreement as of 31 December 2011.
Director concerned
Yves Gabriel.
h. Shared service agreements
At its meeting on 6 December 2011, your Board of
Directors authorised, for a period of one year starting
1 January 2012, the renewal of shared service
agreements between Bouygues Construction,
Bouygues Immobilier, Colas, TF1 and Bouygues
Telecom, under which Bouygues provides principally
management, HR, IT and financial services
to its various sub-groups.
As in previous years the principle behind these
agreements is based on the rules for sharing
and invoicing the expense of shared services,
including special services and the defrayal of a
remaining share.
These agreements had no financial impact on the
2011 financial statements. They will take effect
in 2012.
Directors concerned
> Bouygues Construction, Olivier Bouygues and
Yves Gabriel,
> Bouygues Immobilier, François Bertière and
Hervé Le Bouc,
> Colas, François Bertière, Olivier Bouygues,
Hervé Le Bouc and Colette Lewiner,
> TF1, Patricia Barbizet, Martin Bouygues, Olivier
Bouygues and Nonce Paolini,
> Bouygues Telecom, Olivier Bouygues and
Nonce Paolini.
i. Agreement between Bouygues and
SCDM
SCDM, a company owned by Martin Bouygues
and Olivier Bouygues, contributes to initiatives in
favour of the Bouygues group on an ongoing basis.
At its meeting on 6 December 2011, your Board
of Directors authorised the renewal of the agreement
between Bouygues and SCDM concerning
this contribution for a period of one year starting
1 January 2012.
Under the terms of this agreement, SCDM invoices
Bouygues up to €8 million a year for costs incurred
in relation to:
> salaries, mainly for Martin Bouygues and Olivier
Bouygues who are paid exclusively by SCDM;
> research and analysis relating to strategic developments
and the expansion of the Bouygues
group;
> miscellaneous services.
BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • 291