Regulated agreements
and commitments

Term: 
At its 30 October 2023 meeting, the Board of Directors authorised the Chief Executive Officer, with the power to delegate, to negotiate and sign a contract with Bouygues Telecom for the sale of all the shares in C2S for €6.6 million and, more generally, to take all necessary steps and accomplish all formalities. Agreement submitted to the 2024 Annual General Meeting for approval.

Persons concerned: 

• Bouygues Telecom: Olivier Bouygues, Edward Bouygues, Olivier Roussat (directors), Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom), Charlotte Bouygues (director).

Reasons justifying the benefit of these agreements for Bouygues:
This acquisition enables Bouygues Telecom to expand its range of cybersecurity and cloud services for businesses, and benefits Bouygues Telecom and the Bouygues group.

Term: 
At its 30 October 2023 meeting, the Board of Directors authorised an amendment to the aircraft charter agreement between Bouygues and Airby with effect from 1 January 2024 and reflecting the new fees applicable on that date. Agreement submitted to the 2024 Annual General Meeting for approval.

Financial terms:
The price per flight hour is revised annually to reflect market prices.

Airby invoiced Bouygues €41,889 excluding VAT in respect of this agreement in 2023.

The overall price per flight hour for using the Airby aircraft was raised from €7,000 excluding VAT to €10,000 excluding VAT with effect from 1 January 2024 to reflect the higher operating costs. If the aircraft is unavailable, Airby will charter a replacement from a third party and charge the rental cost €1,000 excluding VAT (unchanged) as remuneration for the charter service provided.

Persons concerned: 

• SCDM: Martin Bouygues (Chairman), Olivier Bouygues, Charlotte Bouygues (standing representative of SCDM on the Board of Directors of Bouygues), William Bouygues (standing representative of SCDM Participations on the Board of Directors of Bouygues).

Reasons justifying the benefit of these agreements for Bouygues:
This agreement enables senior executives and employees of Bouygues to call upon the services of Airby as needed for business travel purposes. Specifically, it makes it easier for them to travel to places inadequately served by commercial airlines, or to save time when making business trips to several locations in succession. The subsidiaries are charged by Airby on the same fee scale.

Purpose: 
The purpose of these agreements is to determine the conditions under which Bouygues provides various services to its subsidiaries, principally management, human resources, information technology, and financial and legal services.

Term: 
At its 30 October 2023 meeting, the Board of Directors authorised the renewal of the shared service agreements with the main subsidiaries, for a period of one year starting 1 January 2024. Agreement submitted to the 2024 Annual General Meeting for approval.

Financial terms:
The principle behind these agreements is based on rules for allocating and invoicing the cost of shared services, including specific services and a share of residual costs, up to a limit expressed as a percentage of sales of the subsidiary concerned. The share of residual costs is invoiced to the subsidiary concerned at cost plus a margin of 10% for high value-added services and 5% for low value-added services.

Persons concerned: 

• Colas: Olivier Roussat (director), Pascal Grangé (Chairman of the Board of Directors of Colas).
• Equans: Olivier Roussat (director), Pascal Grangé (director), William Bouygues (director).
• TF1: Olivier Bouygues, Olivier Roussat (directors), Pascal Grangé (standing representative of Bouygues on the Board of Directors of TF1), Charlotte Bouygues (standing representative of SCDM on the Board of Directors of TF1).
• Bouygues Telecom: Olivier Bouygues, Edward Bouygues, Olivier Roussat (directors), Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom), Charlotte Bouygues (director).

Reasons justifying the benefit of these agreements for Bouygues:
Shared service agreements are standard in groups of companies. They enable Bouygues to give its subsidiaries the benefit (in return for a fee) of services and assistance provided by the parent company (principally management, human resources, information technology, and legal and financial services), and to allocate the corresponding expenses between the various user companies.

Purpose: 
The purpose of this agreement is to determine the conditions under which SCDM supplies Bouygues with certain services (principally research and analysis into strategic developments and the growth of the Bouygues group, multi-year plans, and major investments and divestments). For its part, Bouygues provides SCDM with specific assistance and support services, principally cash management, human resources management and information technology support.

Term: 
At its 30 October 2023 meeting, the Board of Directors authorised the renewal of the service agreement, which covers the services described below, for a period of one year starting 1 January 2024. Agreement submitted to the 2024 Annual General Meeting for approval.

Financial terms and conditions:
Under the terms of this agreement, SCDM invoices Bouygues for costs actually incurred, subject to a cap of €2 million a year. The specific services Bouygues provides to SCDM are invoiced at arm’s length rates.

Persons concerned:

• SCDM: Martin Bouygues, Olivier Bouygues, Charlotte Bouygues (standing representative of SCDM on the Board of Directors of Bouygues) and William Bouygues (standing representative of SCDM Participations on the Board of Directors of Bouygues).

Reasons justifying the benefit of this agreement for Bouygues: 
This agreement enables Bouygues to benefit from the consultancy services of the small team that has extensive experience in mergers and acquisitions and strategy, and carries out research and analysis, as well as various specific services that benefit the Group.
This agreement also enables Bouygues to be remunerated by SCDM for the various specific services that Bouygues carries out on behalf of SCDM.