Document Registration. Full-year financial review Business activities and CSR BUILDING THE FUTURE IS OUR GREATEST ADVENTURE.

Transcription

1 2012 Registration Document Full-year financial review Business activities and CSR Bouygues Telecom Bouygues Immobilier Bouygues Construction Colas BUILDING THE FUTURE IS OUR GREATEST ADVENTURE TF1

2 Contents Interview with Martin Bouygues, Chairman and CEO THE GROUP 1. Profile Bouygues and its shareholders financial year Highlights since 1 January BUSINESS ACTIVITIES 1. Bouygues Construction Bouygues Immobilier Colas TF Bouygues Telecom Bouygues SA Alstom HUMAN RESOURCES, ENVIRONMENTAL AND SOCIAL INFORMATION 1. Group CSR policy Human resources information Environmental information Social information Attestation of presentation-independent auditor s assurance report INFORMATION ON THE COMPANY 1. Legal information Share capital Share ownership Stock market information Bouygues (parent company) results for the last five financial years FINANCIAL STATEMENTS 1. Consolidated financial statements Auditors report on the consolidated financial statements Parent company financial statements (French GAAP) Auditors report on the parent company financial statements COMBINED ANNUAL GENERAL MEETING OF 25 APRIL Agenda Board of Directors reports Auditors reports Draft resolutions RISK FACTORS 1. Business-specific risks Market risks Claims and litigation Insurance Risk coverage CORPORATE GOVERNANCE, INTERNAL CONTROL AND RISK MANAGEMENT 1. Information on corporate officers Report by the Chairman of the Board of Directors on corporate governance, internal control and risk management Auditors report on the Report by the Chairman Remuneration of corporate officers stock options granted to corporate officers and Group employees Information on auditors CONCORDANCE Headings of Annex 1, EU Regulation No. 809/ Full-year financial review Management report Report by the Chairman on corporate governance, internal control and risk management STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT...346

3 Bouygues 2012 Registration Document Full-year financial review This document is a free translation of the Registration Document filed with the Autorité des Marchés Financiers (AMF) on 11 April 2013 pursuant to Article of the AMF General Regulation. It may be used in support of a financial transaction if supplemented by a stock exchange prospectus bearing an AMF visa. This document has been prepared by the issuer and its signatories may be held liable for it. This Registration Document may be consulted and downloaded from the website Registration Document BOUYGUES

4 2012: robust fundamentals in a challenging environment How do you see Bouygues performance in 2012? As expected, results reflected the upheaval on the mobile telecoms market and a more challenging economic environment. Net profit attributable to the Group amounted to 633 million, down 437 million on However, the Bouygues group s sales in 2012 were higher than the initial target and amounted to 33.5 billion, up 3%. The Group managed to maintain robust fundamentals. It demonstrated great commercial flexibility, illustrated by the strong momentum in the construction businesses and their growing order books, an improvement in the TF1 group s audience ratings over the year, growth in Bouygues Telecom s fixed broadband subscriber base and stabilisation of the subscriber base in the mobile segment. Bouygues also has a sound financial structure, with robust free cash flow and tight control over net debt despite the purchase of 4G frequencies. The Group s business areas were highly responsive in adapting to the market environment in Bouygues Immobilier took the necessary measures to cope with a sharp fall in the French residential property market, Colas reorganised its roads activity in France and TF1 launched phase II of its optimisation plan, while Bouygues Telecom took all the measures scheduled for 2012 in its transformation plan. What impact did the economic situation have on the media and telecoms activities? Interview with Martin Bouygues, Chairman and CEO TF1 s sales were stable at 2,621 million. The decline in advertising revenues was offset by growth in other activities but dented profits. However, audience ratings improved in the last quarter and in 2012 TF1 confirmed its position as the undisputed leader on the freeview TV market in France. Bouygues Telecom experienced upheaval on the French mobile telephony market in Total sales and sales from network both fell by 9%, to 5,226 million and 4,631 million respectively. Results fell sharply but were in line with expectations; 2012 ended with a loss of 16 million. All the measures in the transformation plan introduced in 2012 were taken on schedule and the 300 million of savings announced for 2013 are secured. Bouygues Telecom also showed good commercial resilience in an extremely challenging environment. The total mobile subscriber base stabilised at 11.3 million thanks to the very good momentum at B&YOU. Growth on the fixed broadband market continued, 2 BOUYGUES 2012 Registration Document

5 INTERVIEW WITH MARTIN BOUYGUES, CHAIRMAN AND CEO with a net increase of 88,000 subscribers in the fourth quarter. Bouygues Telecom had a total of 1.8 million fixed broadband and very-high-speed subscribers at end How did the construction businesses fare? The excellent commercial performance of our construction businesses once again demonstrated Bouygues competitiveness. Bouygues Construction reported a 9% rise in sales. The smooth execution of ongoing contracts meant that the current operating margin held up well. Order intake rose to a record level and the order book at end- December 2012 stood 12% higher than a year earlier, ensuring excellent visibility for the future. At Bouygues Immobilier, sales in the residential property segment rose but reached a low point in the commercial property segment. Net profit, down 11% at 107 million, reflected the impact of adjustment measures in response to the decline in residential property reservations. However, the order book at end-december 2012 represented 15 months sales and offers good visibility. We have strong assets in the construction businesses: we can offer our customers comprehensive, high value-added solutions, our speciality activities help to drive growth and we have strong international operations, with flagship projects in many different areas, from transport infrastructure to business districts and residential developments. Our business areas were highly responsive in adapting to the market environment in 2012 The transformation of Bouygues Telecom will continue, the aim being to stabilise EBITDA and improve the EBITDA minus capex item should mark the low point in the Bouygues group s profitability. What are your thoughts on the current debate about executive remuneration? On this subject, I would point out that Bouygues Board of Directors was one of the first to set up a Remuneration Committee, in 1995, 18 years ago. Sales at Colas rose by 5%, reflecting robust business activity, but current operating profit fell 60 million to 406 million due to losses on sales of refined oil products and lower profitability in the United States. But the order book at 31 December 2012 was up both in mainland France and on international markets. Do environmental challenges represent potential sources of growth for Bouygues? Of course, energy renovation is a major challenge for the construction industry. As energy becomes more expensive, the entire stock of existing buildings will ultimately have to be renovated. Bouygues Construction, with the flagship rehabilitation of Challenger, its headquarters building, and Bouygues Immobilier, with its Rehagreen service, have positioned themselves as key players in this sphere. Bouygues Board of Directors takes an extremely strict line on executive remuneration: the fixed component has not increased since 2003 and the variable component is performance-related. Bouygues executive directors do not have an employment contract or any benefit such as a golden parachute or non-competition clause and were not awarded any stock options or bonus shares in 2011 or Their pension arrangements comply with the limits and conditions imposed by tax regulations. For my part, because of the adverse impact of the economic situation on Bouygues Telecom s activity, I voluntarily waived the performancerelated component of my salary in For the same reasons, in the new-build segment, the Group is a specialist in positive-energy buildings. It is also working on eco-neighbourhood concepts such as the Ginko development in Bordeaux and Hikari in Lyon, as well as smart grids like IssyGrid at Issy-les-Moulineaux, near Paris. In all our business areas, the Group s future growth will be built on our great capacity for innovation. How do you see 2013? The economic environment remains challenging. However, we can draw on our experience, our skills and our capacity to innovate, which are all part of the Group s genetic make-up Registration Document BOUYGUES 3

6 4 BOUYGUES 2012 Registration Document

7 Chapter 1 The Group 1. Profile A diversified industrial group Our organisation The Group s workforce Innovation to serve the Group s customers Bouygues group: main sites Bouygues and its shareholders Registered share service Investor relations Bouygues.com financial year Key figures Highlights Highlights since 1 January Registration Document BOUYGUES 5

8 1 THE GROUP 1. PROFILE 1.1 A diversified industrial group Founded in 1952, the Bouygues group now has operations in over 80 countries. With a strong and distinctive corporate culture, it has firm foundations on which to pursue growth. With over 133,000 employees, Bouygues has five main business areas Bouygues Construction, Bouygues Immobilier, Colas, TF1 and Bouygues Telecom operating in the sectors of construction, telecoms and media. It is also the leading shareholder in Alstom (power generation and transmission and rail transport). Listed on the Paris stock exchange (CAC 40 index, Euronext Paris Compartment A), it had a market capitalisation of 7.3 billion at 31 December Strategy Bouygues is a diversified industrial group that targets markets with long-term growth potential, enabling its businesses to generate cash flows on a regular basis. In each of its business areas, Bouygues aims to add value to all its products and services through constant innovation while remaining competitive. One of the priorities for the construction businesses is to expand on international markets, especially in Asia and the Middle East. Bouygues Construction generates 47% of its sales on international markets, and Colas 44%. MAIN SHAREHOLDERS AT 31 DECEMBER 2012 NUMBER OF SHARES: 324,232,374 VOTING RIGHTS AT 31 DECEMBER 2012 NUMBER OF VOTING RIGHTS: 445,673,682 (a) SCDM is a company controlled by Martin and Olivier Bouygues. 20.5% SCDM (a) 23.7% Employees 18.0% Other French shareholders 37.8% Foreign shareholders 29.2% SCDM (a) 28.7% Employees 14.6% Other French shareholders 27.5% Foreign shareholders The Group s assets A stable shareholder structure A stable shareholder structure means that Bouygues can take a long-term approach to strategy. Its two largest shareholders are the Group s employees and SCDM, a holding company controlled by Martin and Olivier Bouygues. SCDM owned 20.5% of the capital and 29.2% of the voting rights at 31 December Over 60,000 employees owned shares in the company at 31 December 2012, confirming Bouygues as the CAC 40 company with the highest level of employee share ownership. Employees owned 23.7% of the capital and 28.7% of the voting rights at 31 December A focus on markets sustained by robust demand In construction, very substantial infrastructure and housing needs exist in both developed and emerging countries. There is growing demand for sustainable construction, especially low-energy and positive-energy buildings and econeighbourhoods. Bouygues has developed innovative knowhow on these markets that give it an acknowledged competitive edge. French telecoms and media markets will continue to expand, with future growth being driven by rapid technological advances and changing usages A strong and distinctive corporate culture The Group s corporate culture, shared by all five of its business areas, is distinguished by project management expertise and human resources management based on the principles of its human resources charter: respect, trust and fairness. 6 BOUYGUES 2012 Registration Document

9 THE GROUP Profile 1 SIMPLIFIED GROUP ORGANISATION CHART AT 31 DECEMBER 2012 Telecoms & Media Construction Power-Transport-Grid Media 43.7% B/CW 100% 29.4% Telecoms 90.5% Property 100% Roads 96.6% A very sound financial structure Bouygues has a sound financial profile. Keeping capital expenditure under control while generating cash flows on a regular basis, the Group carries little debt net gearing was 41% at end-2012 and has a very substantial cash surplus. Drawing on these strengths, Bouygues has increased its dividend by a factor of 4.4 over the last ten years, giving an average return on investment of 7.5% in History 1952: founding of Entreprise Francis Bouygues (EFB), a building firm. 1956: diversification into property development (Stim). 1965: development of civil engineering and public works activities in France. 1970: flotation on the Paris stock exchange. DIVIDEND ( per share) (a) To be proposed to the AGM on 25 April (a) 2012 x4.4 in 10 years 1972: EFB is renamed Bouygues. First international operations. 1984: acquisition of Saur (sold in 2005) and ETDE, an energy and services firm. 1986: Bouygues becomes the world s largest construction firm following the acquisition of Screg, the leading roadworks contractor. 1987: Bouygues becomes the largest shareholder of TF1, France s leading mainstream TV channel. 1994: Bouygues is awarded a licence to operate France s third mobile phone network. 2006: acquisition of the French government s stake in Alstom. Bouygues becomes its largest shareholder. 2008: Bouygues Telecom launches fixed-line services. 2011: launch of B&YOU, a web-only mobile telephony service Registration Document BOUYGUES 7

10 1 THE GROUP Profile 1.2 Our organisation The Board of Directors at 26 February 2013 The Board of Directors refers to the recommendations of the Afep/Medef Corporate Governance Code. It draws on the work of four committees. The proportion of women with seats on the Board is 33%. The proportion of independent directors is 39%. CHAIRMAN AND CEO DIRECTORS Martin Bouygues DIRECTOR AND DEPUTY CEO Patricia Barbizet 1 CEO and director, Artémis François Bertière Chairman and CEO, Bouygues Immobilier Mrs Francis Bouygues Olivier Bouygues Deputy CEO and standing representative of SCDM, director Anne-Marie Idrac 1 Former Chair and CEO, SNCF Patrick Kron Chairman and CEO, Alstom Hervé Le Bouc Chairman and CEO, Colas NON-VOTING DIRECTOR Alain Pouyat Nonce Paolini Chairman and CEO, TF1 Jean Peyrelevade 1 Chairman of the Supervisory Board, Leonardo & Co François-Henri Pinault 1 Chairman and CEO, PPR (1) Independent director. 8 BOUYGUES 2012 Registration Document

11 THE GROUP Profile 1 More information is available in the Report by the Chairman (heading 2 of chapter 5 Corporate governance of this Registration Document). BOARD COMMITTEES Accounts Committee Helman le Pas de Sécheval 1 (Chairman) Patricia Barbizet 1 Georges Chodron de Courcel Selection Committee Jean Peyrelevade 1 (Chairman) François-Henri Pinault 1 Remuneration Committee Georges Chodron de Courcel COO, BNP Paribas Lucien Douroux 1 Former Chairman of the Supervisory Board, Indosuez Private Banking Yves Gabriel Chairman and CEO, Bouygues Construction Patricia Barbizet 1 (Chairman) Colette Lewiner 1 Ethics and Sponsorship Committee Lucien Douroux 1 (Chairman) François-Henri Pinault 1 Helman le Pas de Sécheval 1 Senior Executive Vice- President, General Counsel Veolia Environnement Colette Lewiner 1 Advisor to the Chairman, Capgemini Sandra Nombret Director representing employee shareholders Michèle Vilain Director representing employee shareholders 2012 Registration Document BOUYGUES 9

12 1 THE GROUP Profile Senior management team at 26 February 2013 BOUYGUES PARENT COMPANY Martin Bouygues Chairman and CEO Olivier Bouygues Deputy CEO Jean-François Guillemin Corporate Secretary Philippe Marien Chief Financial Officer, Chairman of Bouygues Telecom Alain Pouyat Executive Vice-President, Information Systems and New Technologies Jean-Claude Tostivin Senior Vice-President, Human Resources and Administration HEADS OF THE FIVE BUSINESS AREAS Yves Gabriel Chairman and CEO, Bouygues Construction François Bertière Chairman and CEO, Bouygues Immobilier Hervé Le Bouc Chairman and CEO, Colas Nonce Paolini Chairman and CEO, TF1 Olivier Roussat CEO, Bouygues Telecom 10 BOUYGUES 2012 Registration Document

13 THE GROUP Profile The Group s workforce Human resources policy at Bouygues, founded in 1952, is based on three principles: respect, trust and fairness. These values are reflected in the Group s Code of Ethics and Human Resources Charter. The Group s labour relations and social policy is described in Chapter 3 Human resources, environmental and social information. JOB CATEGORY International (excl. France) 38% Managerial & technical 62% Site workers 30% Managerial 30% Clerical, technical & supervisory 40% Site workers France HEADCOUNT BY BUSINESS AREA 55,381 Bouygues Construction 1,582 Bouygues Immobilier 62,806 Colas 3,990 TF1 9,659 Bouygues Telecom 362 Holding company & other Headcount (at 31 December 2012) EMPLOYEES 133,780 EMPLOYEES IN FRANCE 77,040 (58% of the workforce) AVERAGE AGE (FRANCE) 39 AVERAGE SENIORITY (FRANCE) 11 years PERMANENT CONTRACTS (FRANCE) 94% of employees Recruitment in 2012 PEOPLE HIRED WORLDWIDE 20,643 INCLUDING IN FRANCE 9,667 HEADCOUNT BY REGION RECRUITMENT BY JOB CATEGORY International (excl. France) 28% Managerial & technical 72% Site workers 77,040 France 18,045 Africa & Middle East 17,460 Europe (excl. France) 14,506 Asia-Pacific 5,917 North America 812 Central/South America 24% Managerial 39% Clerical, technical & supervisory 37% Site workers France RECRUITMENT BY BUSINESS AREA (FRANCE) 51% Bouygues Construction 1% Bouygues Immobilier 37% Colas 3% TF1 8% Bouygues Telecom 2012 Registration Document BOUYGUES 11

14 1 THE GROUP Profile 1.4 Innovation to serve the Group s customers The Bouygues group s five business areas use innovation to develop new products, materials, processes and services. Many innovations are achieved by combining products and services to make integrated packages for customers. Research and development (R&D) focuses on two priority areas: reducing the carbon footprint and environmental impact of solutions proposed to customers; facilitating and enhancing the digital experience in the home and on the move. Common to both these areas, energy is central to the Group s concerns as it contributes to the design and manufacture of products which, using digital technology, help save, produce, manage and store energy. For example, the Group is working on home energy monitoring solutions for property owners, as well as for social and private landlords; on smart grid digital networks; on intermodal transport solutions and on energy management using the Bouygues Telecom Bbox router/ modem. The overriding aim is to use digital technology to achieve a less carbon-intensive environment In the Group s business areas The Bouygues group s businesses develop innovations in these two areas and in other business-specific domains (see also chapter 2 Business Activities and chapter 3 Human resources, environmental and social information ) Bouygues Construction A significant proportion of R&D spending at Bouygues Construction is devoted to enhancing sustainable construction skills and expertise, focusing on issues such as energy, carbon, resources, biodiversity, usage, health and the comfort of building users. Each entity develops its own R&D projects in areas ranging from modular construction and tunnelboring machines to soil treatment and urban services. Resources are pooled wherever projects involve concrete or digital modelling. All these initiatives contribute to the emergence of building eco-design Bouygues Immobilier Bouygues Immobilier s Green Office concept proved its energy-efficiency credentials in 2012 with the first full-year operation of its ground-breaking positive-energy office building in Meudon, near Paris. Bouygues Immobilier is also rolling out UrbanEra, a sustainable neighbourhood concept incorporating services designed to improve residents daily lives (connected homes, air quality measurement, etc.) and optimise the consumption of resources (pooled car parking, etc.). In order to test energy optimisation at neighbourhood level, the company is building France s first district smart grid, IssyGrid, in Issy-les-Moulineaux, near Paris, at the head of a consortium of industrial partners. Energy management for these new neighbourhoods is provided by Embix, a joint venture between Bouygues Immobilier, Bouygues Energies & Services and Alstom Grid. In residential property, the first positive-energy residential building in France was handed over at Aix-en-Provence, in the south of France, and the first in the Paris region, L Avance in Montreuil, to the east of Paris, is under construction Colas As part of its drive to ensure more efficient road infrastructure management, Colas partnered up with the French Institute of Science and Technology for Transport, Development and Networks (IFSTTAR) and the French Atomic Energy Commission (CEA) to develop a traffic management system and a new type of embedded sensor for roadways. Research work also focused on finalising an automatic visual survey apparatus that provides an accurate assessment of the state of the road using a high speed process without contact. Various products and processes with reduced environmental impact have been developed and tested. Colbifibre, an economical process for increasing the lifetime of road surfaces, was one of the award-winning products (in the sustainable materials and equipment category) at the French Ministry of Ecology, Sustainable Development and Energy roads innovation contest launched in April Colgrill R, a pavement reinforcing structure composed of heat bonded glass fibre and asphalt concrete that enables the use of thinner courses. Compomac, a dense cold mix that saves energy because it can be manufactured at low temperatures, is being rolled out on an industrial scale in western France. Synthetic chemicals and petrochemicals are gradually being replaced by asphalt mixes made with Végéclair, a negative-carbon plant-based binder, used at Mont-Saint- Michel, on the Channel coast, and for the Véloroute cycle path at Amiens in northern France. Used materials, especially asphalt-mix aggregates recovered by planing existing road surfaces, are recycled and used to make 3E +R asphalt mixes, which have been awarded certification under the Innovation programme run by the French Ministry of Ecology, Sustainable Development, Transport and Housing TF1 In preparation for 4K ultra-high-definition TV, in 2012 TF1 filmed two flagship programmes (The Voice, la plus belle voix and Danse Avec Les Stars) in the new format, which is four times more precise than high-definition, in order to understand what is involved (production, postproduction, broadcasting, 12 BOUYGUES 2012 Registration Document

15 THE GROUP Profile 1 connectivity, etc.). TF1 also experimented with real-time interactive advertising ( Check In, an interactive service in HBBTV, and Shazam for TV ) which enable viewers to access enhanced services proposed by advertisers Bouygues Telecom In 2012, Bouygues Telecom launched the Bbox Sensation router/modem, with software designed and developed inhouse. The BboxTab application for tablets takes the Bbox Sensation experience into a multi-screen environment. Another focus of Bouygues Telecom s R&D is making life easier for its customers, especially the management of content and connected digital devices in the home. Experimental work has also started in connection with the launch of 4G/LTE (Long Term Evolution) services Organisation The innovation culture in the Group and its subsidiaries focuses on: involving as many people as possible in the search for innovative solutions; creating centres of excellence in key areas such as materials engineering, building and positive-energy development; promoting exchanges between the various players, both inside and outside the Group. Many partnerships have been established with academic institutions in recent years, in construction (CSTB, ENPC, ESITC), in digital technology (Inria, CEA, Rennes University) and energy (Supelec and Ines). The Group also has partnerships with start-ups and large firms such as Saint- Gobain (Bouygues Construction) and Samsung (Bbox Sensation) The example of Bouygues Telecom Initiatives (BTI) Bouygues Telecom Initiatives (BTI), a corporate venture company created in late 2008, provides support, especially investment, to start-ups in the ICT sector that are developing innovations liable to be used by Bouygues Telecom. They span a wide range of activities, from technology and marketing to distribution channels, human resources and legal advice. Since 2008, Bouygues Telecom has looked at 400 projects, incubated 21 start-ups (including 10 at the present time) and taken seven equity interests. BTI and its partners have invested 12 million since 2009, creating 150 direct and 200 indirect jobs. Two specific examples illustrate BTI s contribution. Melty, created in 2007 by computer science students at Epitech, provides Bouygues Telecom with internet expertise for its new online offering, B&YOU. Melty s headcount has risen from 5 employees in 2009 to 40 at end-2012 and its value has grown tenfold in three years. Recommerce Solutions, created in 2008 by young engineers from Télécom SudParis, overhauls and recycles mobile phone handsets. It has an exclusive partnership with Bouygues Telecom under which it acquires pre-owned handsets and then sells them via a recently introduced online service. On the way to becoming Europe s leading handset reconditioning service, its headcount rose from 3 to 27 employees between 2010 and 2012 and its value has grown tenfold The Bouygues Innovation Network (FIB) The Group set up the Bouygues Innovation Network (FIB) in 2005 to facilitate exchanges between the business areas. The network brings together 500 managers in theme-based committees and information seminars that complement the arrangements in place within each business area. Particular emphasis was placed on the theme of energy in 2012, focusing on consolidating business areas energy needs and improving energy management. Groupwide actions have been taken to encourage energy efficiency initiatives as well as to benchmark the use of renewable energies and demand response mechanisms for the activities of Bouygues or its customers e-lab Bouygues SA, the Group s parent company, offers various services to its business areas through e-lab, a specialist research and innovation unit based at its headquarters. They include: decision support in order to make complex processes more efficient and adjust the pricing of offers to the market (e.g. the introduction of personalised media planning at TF1 in 2012); access to new technologies, such as a cloud-based multienergy consumption measurement solution for Bouygues Energies & Services. e-lab also carries out research and forward planning. In decision support, one of the highlights of 2012 was the launch of LocalSolver, a groundbreaking local-search-based mathematical programming tool developed in cooperation with Marseille University. In new technologies, e-lab is continuing its partnership with the CEA and major French industrial groups in the framework of the Ideas Lab in Grenoble. Two trials involving the general public were begun in 2012, to test home services and digital technologies in park-and-ride facilities. e-lab also seeks to speed up the assimilation of new technologies by the Group s business areas, through cooperation initiatives and study visits to Asia, the Middle East and the United States focusing on issues such as clean tech, eco-cities and energy. In order to do so, it draws on the Group s technology watch units in Singapore, Tokyo and San Francisco. CSTB: French building technology research centre ENPC: École Nationale des Ponts et Chaussées ESITC: École Supérieure d Ingénieurs des Travaux de la Construction Inria: French National Research Institute for Computer Science and Control Supelec: École Supérieure d Électricité Ines: French National Solar Energy Institute Registration Document BOUYGUES 13

16 1 THE GROUP Profile 1.5 Bouygues group: main sites BOUYGUES GROUP'S LOCATION SURFACE ENVIRONMENTAL GROUP- MAIN SITES AREA CERTIFICATION OWNED Bouygues SA Bouygues Telecom (headquarters) 32 avenue Hoche Paris, France 7,600 m2 HQE Yes Bouygues Construction Challenger 1 avenue Eugène Freyssinet Guyancourt, France 67,000 m2 Undergoing renovation (six phases of works). First completed phase (10,769 m2) has triple certification: HQE Exceptional LEED Platinum BREEAM Outstanding Yes The entire site will have certification when the renovation is completed in Bouygues Immobilier 3 boulevard Gallieni Issy-les-Moulineaux, France 5,840 m2 HQE No Colas Échangeur (South Wing) 7 place René Clair Boulogne-Billancourt, France 4,735 m 2 No (North Wing) 40 rue Fanfan la Tulipe Boulogne-Billancourt, France 3,400 m 2 No TF1 1 quai du Point du Jour Boulogne-Billancourt, France 27,852 m2 Yes 54 avenue de la Voie Lactée Boulogne-Billancourt, France 7,315 m2 Yes 6 place Abel Gance Boulogne-Billancourt, France 20,220 m2 No 4 quai du Point du Jour Boulogne-Billancourt, France 6,451 m2 HQE Operation No Eurosport 3 rue Gaston et René Caudron Issy-les-Moulineaux, France 10,593 m2 No Bouygues Telecom Sequana 82 rue Henry Farman Issy-les-Moulineaux, France 42,090 m2 (usable area) HQE Iso No Technopôle avenue du Maréchal Juin Meudon, France 54,243 m2 (usable area) HQE No 14 BOUYGUES 2012 Registration Document

17 THE GROUP 1 2. BOUYGUES AND ITS SHAREHOLDERS Listed on the Paris stock exchange since 1970, Bouygues is one of the market s flagship stocks, as demonstrated by its almost uninterrupted inclusion in the CAC 40 index. Throughout this period, the Group has been committed to involving its shareholders in its development, combining corporate responsibility with an entrepreneurial spirit. SHAREHOLDER CONTACTS Shareholder/Investor contact Valérie Agathon Investor Relations Director Tel.: + 33 (0) investors@bouygues.com Registered share service contacts Philippe Lacourt Claudine Dessain Tel.: +33 (0) /10 73 Toll free: (from fixed lines in France) servicetitres.actionnaires@bouygues.com Fax: + 33 (0) Investor relations key figures 4 results releases: Bouygues senior management presented the Group s full-year and half-year results at meetings, and first-quarter and third-quarter results via conference calls. Nearly 300 investors met with management or the Investor Relations team. 20 roadshows were held in 8 different countries. 2 lunches specifically for bond investors were hosted, in Paris and London. The Group attended 4 sector-specific or general-interest conferences. A meeting dedicated to individual shareholders was held in Paris. 22 brokers in France and around the world cover the Bouygues share. 2.3 Bouygues.com 2.1 Registered share service Fully registered shares Bouygues offers a free, unintermediated account-keeping service to holders of fully registered shares. Fully registered shareholders are also guaranteed to receive regular information from Bouygues, and are automatically sent notices of shareholders meetings. All holders of registered shares enjoy double voting rights once their shares have been held in this form for more than two years. Shareholders wishing to hold their shares as registered shares should contact their financial intermediary All the information you need The website is an essential tool for communicating with shareholders, analysts and investors. The information available includes: published financial documents: press releases, financial statements, results presentations, archive recordings of past presentations, etc.; regulated information, including all the registration documents since 2000; Bouygues In Brief (a brochure distributed to coincide with the presentation of the annual financial statements) since 2002; a historical data file, downloadable in Excel, showing key figures for Bouygues over the past 8 years; the analysts consensus compiled by Bouygues; a special section for shareholders: documents relating to the Annual General Meeting, FAQ, etc; detailed information about the Group s activities, key performance indicators, senior management, etc; an interactive intraday Bouygues share price tracker Registration Document BOUYGUES 15

18 1 THE GROUP Bouygues and its shareholders STOCK MARKET PERFORMANCE SINCE THE END OF 2011 BOUYGUES SHARE FACTSHEET Share price ( ) : Bouygues : DJ Euro Stoxx December December ,636 pts (a) % % (a) 2,630 pts (a) % 8 February 2013 Listing Euronext Paris (compartment A) ISIN code FR Identification codes Bloomberg: EN:FP Reuters: BOUY.PA Par value 1 Average share price in (average closing price Source: NYSE Euronext) Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec (a) Compared with 30 December % (a) Jan Feb. Average daily trading volume on Euronext 1.3 million shares (source: NYSE Euronext) Market capitalisation 7,263 million (at 31 December 2012) DIVIDEND PER SHARE The ordinary dividend per share has been maintained or increased every year since 2005, during which period it has risen by 1.8x. Ordinary dividend per share ( ) % % 2.6% (a) 4.6% 4.7% 4.8% 5.7% 7.7% Yield (%) Stock market indices CAC 40, FTSE Eurofirst 80, Dow Jones Stoxx 600, Euronext 100 Sector classification MSCI/S&P indices: Construction and Engineering FTSE and Dow Jones indices: Construction & Materials Other information Eligible for deferred settlement service (SRD) and French equity savings plans (PEAs) 2013 KEY DATES 2005 (a) To be proposed to the Annual General Meeting on 25 April Yield: to 2011: dividend per share relative to average share price between two successive dividend payment dates. 2012: dividend per share relative to the average share price over a rolling 12-month period to 21 February Thursday 25 April Bouygues Annual General Meeting at Challenger (Saint-Quentin-en-Yvelines, France) Monday 6 May Payment of dividend Tuesday 14 May First-quarter 2013 results Wednesday 28 August First-half 2013 results Wednesday 13 November Nine-month 2013 results 16 BOUYGUES 2012 Registration Document

19 THE GROUP FINANCIAL YEAR 3.1 Key figures As expected, the Bouygues group s 2012 results reflect the upheaval in the mobile telephony market, and more challenging economic conditions. Nonetheless, the Group retains robust fundamentals in terms of its commercial flexibility and strong financial position, while demonstrating considerable responsiveness in implementing adaptation plans. FINANCIAL HIGHLIGHTS ( million) /2011 Sales 33,547 32, % EBITDA (a) 2,822 3, % Current operating profit 1,286 1,819-29% Operating profit 1,120 (c) 1,857 (b) -40% Net profit attributable to the Group 633 1,070-41% Earnings per share ( ) % Cash flow 2,777 3,325-16% Net capital expenditure 1,433 (e) 1,658 (d) -14% Free cash flow (f) 724 (e) 862 (d) -16% Shareholders equity (period-end) 10,078 9, m Net debt (period-end) 4,172 3, m Net gearing (period-end) 41% 40% +1 pt Net dividend per share ( ) 1.6 (g) 1.6 = Number of employees 133, ,827 +2% (a) Current operating profit excluding net depreciation and amortisation expense, changes in provisions and impairment losses (after reversals of utilised and non-utilised provisions and of impairment losses). (b) Includes 38m of miscellaneous gains on disposal classified as non-current by Bouygues Telecom. (c) Includes 200m of non-current expenses at Bouygues Telecom and TF1, and 34m of gains on disposals at Bouygues Telecom. (d) Excludes acquisition of 4G frequencies in the 2,600 MHz band for 228m. (e) Excludes exceptional items associated with Bouygues Telecom: 4G frequencies in the 800 MHz band (acquisition and capitalised interest, total 726m) and asset disposals of 207m. (f) Cash flow before changes in working capital requirements, minus (i) cost of net debt, (ii) income tax expense for the year and (iii) net capital expenditure. (g) To be submitted for approval by the Annual General Meeting on 25 April SALES BY REGION 33,547 million Europe (excl. France) 4,724m 14% North America 2,827m 8% France 22,308m 67% 6% Asia-Pacific 1,982m Central/South America 223m 1% 4% Africa and Middle East 1,483m 2012 Registration Document BOUYGUES 17

20 1 THE GROUP 2012 financial year SALES ( million) 33.5 billion (+ 3 %) 32,706 33, % 2012 M Sales by business area (a) 10,640 Bouygues Construction 2,396 Bouygues Immobilier 13,036 Colas 2,621 TF1 5,226 Bouygues Telecom 123 Holding company & other (a) Impact of intra-group eliminations: - 495m. Sales generated by the Bouygues group in 2012 beat the initial target, reaching 33.5 billion, a rise of 3% (stable on a like-for-like basis and at constant exchange rates). Sales at Bouygues Construction amounted to 10,640 million, up 9% (or up 4% on a like-for-like basis and at constant exchange rates). Sales in France rose by 5% to 5,612 million, while international sales were 13% higher than in 2011 at 5,028 million. Sales at Bouygues Immobilier were 2,396 million, 3% lower than in Residential property recorded further sales growth, rising by 7% to 2,143 million. However, reservations booked during the year made only a weak contribution to the commercial property sales figure, which was down 46% to 253 million, largely due to the tough 2011 comparative (which included the sale of the Farman building at Issyles-Moulineaux and of Green Office at Meudon). Colas recorded sales of 13,036 million, an increase of 5% overall (or up 3% on a like-for-like basis and at constant exchange rates). Sales were up both in France ( 7,363 million, up 2%) and internationally ( 5,673 million, up 10%). Sales growth was driven by robust activity, inflation in road production costs, and higher selling prices for refined oil products. Overall, sales for the Group s construction businesses, net of inter-segment sales, rose by 6% to 25.8 billion. Sales at TF1 were stable year-on-year, at 2,621 million (down 1% on a like-for-like basis and at constant exchange rates). Lower advertising revenues were offset by growth in diversification activities (up 6% versus 2011). Total sales and sales from network at Bouygues Telecom both fell by 9%, to 5,226 million and 4,631 million respectively, reflecting upheaval in the French mobile telephony market largely caused by the entry of a fourth operator. Fixed broadband sales from network were 51% higher than in 2011 at 627 million. CURRENT OPERATING PROFIT ( million) 1,286 million (- 29%) 1, ,286-29% 2012 M Contribution by business area (a) 364 Bouygues Construction 179 Bouygues Immobilier 406 Colas 258 TF1 122 Bouygues Telecom (a) Holding company & other reported a current operating loss of 43m. Thanks to the smooth execution of ongoing contracts, current operating profit at Bouygues Construction reached 364 million, 3% higher than in 2011, and the current operating margin held up well at 3.4%. The current operating margin at Bouygues Immobilier was 7.5% (down 0.7 points), reflecting adjustment measures taken in anticipation of lower residential property reservations. Colas reported current operating profit of 406 million, down 60 million, due to losses at the sales of refined oil products activity and lower profitability in the United States. However, the objective of breaking even again in Central Europe was achieved, while a good fourth-quarter performance by the roads activity in France enabled to offset the delays caused by poor weather in the first half of the year and to stabilise the operating margin over the full year. Overall, current operating profit for construction businesses was down 7% to 949 million. Current operating profit at TF1 was 25 million lower than in 2011, at 258 million. Lower advertising revenue eroded profitability, despite an improvement in other activities. The current operating margin for the year was 9.8%. Results at Bouygues Telecom fell sharply following the upheaval in the French mobile market in 2012, but were in line with expectations. EBITDA was on target at 908 million. Current operating profit came to 122 million, reflecting the fall in EBITDA and higher amortisation expense and provisions. After taking account of non-current items ( 200 million of charges relating to the adaptation plans at Bouygues Telecom and TF1, and 34 million of capital gains on disposals at Bouygues Telecom), consolidated operating profit was 1,120 million, 40% lower than in BOUYGUES 2012 Registration Document