Disclosure of regulated agreements pursuant to Article L. 22-10-13 of the Commercial Code
Shared service agreements between Bouygues, Equans, TF1 and Bouygues Telecom
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:
The Board meeting of 4 November 2024 authorised the renewal of these agreements for a period of one year starting 1 January 2025.
Financial terms and conditions:
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:
- Shared services agreement between Bouygues and Equans: Olivier Roussat and Pascal Grangé (directors).
- Shared services agreement between Bouygues and TF1: Olivier Bouygues and Olivier Roussat (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors of TF1).
- Shared services agreement between Bouygues and Bouygues Telecom: Olivier Bouygues, Edward Bouygues and Olivier Roussat (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom).
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.
Shared services agreement between Bouygues and SCDM
Purpose:
SCDM, a simplified limited company controlled by Martin Bouygues, Olivier Bouygues and their families, makes an ongoing contribution to high-level strategic thinking for the Bouygues group in the form of strategy advisory services (research and analysis relating mainly to strategic developments and the growth of the Bouygues group, major investments and divestments, and multi-year plans). To do this, SCDM draws on a team of specialists with considerable experience in mergers/ acquisitions and strategy. Outside the scope of its ongoing contribution, SCDM may also provide Bouygues with occasional strategic analysis on specific matters. For its part, Bouygues provides SCDM with assistance and support services such as payroll management and IT support, which are invoiced on an arms’ length basis.
Term:
The Board meeting of 4 November 2024 authorised the renewal of this agreement for a period of one year starting 1 January 2025.
Financial terms and conditions:
Under the terms of the agreement, SCDM invoices Bouygues for costs actually incurred in respect of the ongoing contribution of SCDM and any specific services. The amount of the ongoing contribution is capped at €2 million per year. That amount corresponds to (i) the remuneration allocated to Martin Bouygues by the Bouygues Board of Directors, on the proposal of the Governance, Selection and Remuneration Committee, for his duties as a corporate officer and (ii) remuneration paid to the members of the small team who work with him to deliver the research and analysis described above, plus the related tax and social security charges. Assistance and support services provided by Bouygues to SCDM are invoiced at arm’s length rates.
Persons concerned:
SCDM, Martin Bouygues, Olivier Bouygues, Edward Bouygues (standing representative of SCDM on the Board of Directors of Bouygues) and Cyril 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 services of Martin Bouygues and of the members of the small team that supports him in conducting the research and analysis mentioned above for the benefit of the Group. This agreement also enables Bouygues to be remunerated by SCDM for the various assistance and support services that Bouygues carries out on behalf of SCDM.
Trademark licensing agreement between Bouygues and Bouygues Telecom
Purpose:
On 9 December 2009, Bouygues and Bouygues Telecom entered into a trademark licensing agreement under which the Bouygues Telecom, Bouygtel and Bouygnet trademarks were licenced to Bouygues Telecom, as authorised by the Board of Directors on 26 November 2009. That agreement, as amended in line with an authorisation from the Board of Directors of 19 February 2015, was due to expire on 8 December 2024.
The trademark licensing agreement was renewed on 12 November 2024 via the signature of a new agreement, for a term which came into effect on 1 January 2024 and expires on 31 December 2034.
Term:
The Board of Directors authorised the signature of this agreement on 4 November 2024, for a term which came into effect on 1 January 2024 and expires on 31 December 2034.
Financial terms and conditions:
The annual licence fee is now set at €716,000 excluding VAT, compared with €700,000 previously. The revised fee relies on a valuation conducted by an external firm, based on the overall sales generated by Bouygues Telecom from the licenced trademarks. Bouygues Telecom enjoys extended rights in terms of actions to protect domain names.
Persons concerned:
Olivier Bouygues, Edward Bouygues and Olivier Roussat (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom).