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Registration Document BOUYGUES

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Agreements and<br />

commitments approved by<br />

Annual General Meetings in<br />

previous years<br />

Agreements and commitments<br />

approved in previous years<br />

> Agreements and commitments approved<br />

in previous years under which transactions<br />

took place during the year<br />

Pursuant to Article R.225-30 of the Commercial<br />

Code, we were informed that the following agreements<br />

and commitments already approved by<br />

Annual General Meetings in previous years, under<br />

which transactions took place during the year.<br />

a. Trademark licence agreements<br />

Bouygues has entered into trademark licence<br />

agreements with several subsidiaries, entitling<br />

them to use various trademarks, company names<br />

and trade names under specific conditions.<br />

Bouygues invoiced the following amounts in<br />

respect of this agreement in 2011:<br />

Amount excl. VAT<br />

Bouygues Construction €49,699 a<br />

Bouygues Travaux Publics €19,514 b<br />

Bouygues Bâtiment<br />

International €14,025 c<br />

Bouygues Bâtiment<br />

Ile-de-France<br />

€15,550<br />

Bouygues Telecom €700,000<br />

(a) Including under the fourth, fifth and sixth amendments<br />

(b) Including under the third, fourth and fifth amendments<br />

(c) Including under the sixth, seventh and eighth amendments<br />

b. Trademark licence agreement with<br />

Bouygues Immobilier<br />

A new licence agreement concerning the<br />

"Bouygues Immobilier", "Bouygues Immobilien",<br />

"Bouygues Inmobiliaria", "Bouygues Imobiliaria"<br />

and "Bouygues Imobiliare" trademarks came into<br />

force on 3 December 2010 for a period of 15 years,<br />

i.e. until 2 December 2025. This agreement<br />

replaces the previous agreements which expired<br />

on 15 October 2010.<br />

As consideration for the rights granted, Bouygues<br />

Immobilier will pay Bouygues fixed royalties of<br />

€250,000 per annum excl. VAT.<br />

In 2011, Bouygues invoiced Bouygues Immobilier<br />

an amount of €250,000 excl. VAT under this<br />

agreement.<br />

c. Sub-lease agreement concerning the<br />

Challenger building<br />

Bouygues entered into a sub-lease agreement with<br />

Bouygues Construction for part of the Challenger<br />

building in Saint-Quentin-en-Yvelines (France).<br />

Bouygues Construction invoiced Bouygues<br />

€275,448 excl. VAT in respect of this agreement<br />

in 2011.<br />

> Agreements and commitments<br />

approved in previous years but under<br />

which no transactions took place<br />

during the year<br />

We were also informed of the following agreements<br />

and commitments approved by Annual General<br />

Meetings in previous years but under which no<br />

transactions took place in 2011.<br />

a. Liability for defence costs<br />

On 16 December 2003, Bouygues agreed the<br />

principle of assuming any defence costs incurred<br />

by senior executives or employees in connection<br />

with criminal proceedings resulting in discharge<br />

or acquittal, where such proceedings are brought<br />

against them for acts committed in performance of<br />

Paris-La Défense, 28 February 2012<br />

The auditors<br />

Ernst & Young Audit<br />

Jean Bouquot<br />

their duties or for merely holding office as director,<br />

Chairman, Chief Executive Officer, Deputy Chief<br />

Executive Officer or any equivalent office in a<br />

Group company.<br />

No amounts were paid in respect of this agreement<br />

in 2011.<br />

Mazars<br />

Gilles Rainaut<br />

<strong>BOUYGUES</strong> • 2011 <strong>Registration</strong> <strong>Document</strong> • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Auditors’ reports • 294

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