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REGISTRATION DOCUMENT BUSINESS ACTIVITIES and CSR FULL-YEAR FINANCIAL REPORT Worldreginfo - Ab4f0a6b-74A6-463C-8368-88E87b3e5889 CONTENTS

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REGISTRATION DOCUMENT BUSINESS ACTIVITIES and CSR FULL-YEAR FINANCIAL REPORT Worldreginfo - Ab4f0a6b-74A6-463C-8368-88E87b3e5889 CONTENTS 2017 REGISTRATION DOCUMENT BUSINESS ACTIVITIES AND CSR FULL-YEAR FINANCIAL REPORT WorldReginfo - ab4f0a6b-74a6-463c-8368-88e87b3e5889 CONTENTS Interview with the Chairman and CEO 2 1 THE GROUP 56 INFORMATION ON THE COMPANY 227 1.1 Profile 6 6.1 Legal information 228 1.2 Bouygues and its shareholders 15 6.2 Share capital 231 1.3 2017 financial year 17 6.3 Share ownership 238 1.4 Main events since 1 January 2018 26 6.4 Stock options and performance shares 239 6.5 Stock market information 244 2 BUSINESS ACTIVITIES 29 6.6 Information on auditors 247 6.7 Bouygues (parent company) results 2.1 Construction businesses 30 for the last five financial years 248 2.2 TF1 51 2.3 Bouygues Telecom 57 7 FINANCIAL STATEMENTS 249 2.4 Bouygues SA 63 2.5 Alstom 66 7.1 Consolidated financial statements 250 7.2 Auditors’ report on the consolidated financial statements 332 HUMAN RESOURCES, 3 7.3 Parent company financial statements ENVIRONMENTAL AND (French GAAP) 337 SOCIAL INFORMATION 69 7.4 Auditors’ report on the parent company financial statements 352 3.1 Group CSR policy and reporting methodology 70 3.2 Human resources information 73 3.3 Environmental information 95 8 COMBINED ANNUAL GENERAL 3.4 Social information 122 MEETING OF 26 APRIL 2018 357 3.5 Independent verifier’s report 139 8.1 Agenda 358 8.2 Board of Directors’ report on the resolutions 4 RISK FACTORS 143 submitted to the Combined Annual General Meeting 359 4.1 Business-specific risks 144 8.3 Auditors’ reports 365 4.2 Financial risks relating to the effects 8.4 Draft resolutions 373 of climate change 161 4.3 Market risks 162 GLOSSARY 377 4.4 Claims and litigation 164 4.5 Vigilance plan 168 CONCORDANCE 379 4.6 Internal control and risk management procedures relating to the preparation Headings of Annex 1, EU Regulation No. 809/2004 379 and processing of accounting and Historical financial information for 2015 and 2016 381 financial information 174 Full-year Financial Report 382 4.7 Insurance – Risk coverage 177 Management report 382 Human resources, environmental and social information 383 CORPORATE GOVERNANCE 179 5 Report on corporate governance 384 5.1 Information on corporate officers at 31 December 2017 181 STATEMENT BY THE PERSON RESPONSIBLE 5.2 Chairman and Chief Executive Officer 188 FOR THE REGISTRATION DOCUMENT 386 5.3 Board of Directors 189 5.4 Remuneration of corporate officers 209 MORE ABOUT BOUYGUES 5.5 Other information 224 Elements included in the Full-year Financial Report are clearly identifi ed in the contents by the pictogram. WorldReginfo - ab4f0a6b-74a6-463c-8368-88e87b3e5889 2017 REGISTRATION DOCUMENT BUSINESS ACTIVITIES AND CSR – FULL-YEAR FINANCIAL REPORT The Registration Document can be consulted and downloaded from the www.bouygues.com website This document is a free translation of the Registration Document fi led with the Autorité des Marchés Financiers (AMF) on 21 March 2018, pursuant to Article 212–13 of the AMF General Regulation. It may be used in support of a fi nancial 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. WorldReginfo - ab4f0a6b-74a6-463c-8368-88e87b3e5889 INTERVIEW MARTIN BOUYGUES, CHAIRMAN AND CEO HOW WOULD YOU ASSESS THE GROUP’S PERFORMANCE IN 2017? In 2017, the Group saw a sharp increase in its results and pro- fitability and strengthened its positions on its markets. All the business segments contributed to this performance by meeting or exceeding their targets. Sales were 4% higher than in 2016 and current operating profi t was up 27%. The current operating margin rose 0.8 points to 4.3%, driven by good operating performances in all three of the Group’s sectors of activity (Construction, Media and Telecoms). Net profi t attributable to the Group increased year-on- year by 48% and the Group’s cash fl ow more than doubled versus 2016 to €828 million, the same level as in 2013. So 2017 confi rmed a return to long-term growth. Furthermore, net debt at the end of December 2017 was stable year-on-year at €1.9 billion. With a very robust financial structure, the Group has all the means to ensure its development. IN THIS CONTEXT, WHAT ABOUT THE DIVIDEND? Thanks to these excellent results, the Group is able to offer its shareholders a dividend increase of €0.10 per share for 2017. The Board of Directors will therefore ask the Annual General Meeting on 26 April 2018 to approve a dividend payment of €1.70 per share. YOU HAVE BEEN AWARDED TOP EMPLOYERS 2018 CERTIFICATION. WHAT DOES THAT MEAN TO YOU? It is a great satisfaction for me to see that our Group is the fi rst in France to have been awarded the Top Employers 2018 label for its fi ve business segments. Our people are central to the Bouygues group’s transformation. Each year, the Top Employers Institute carries out a far-reaching international survey to identify the best employers. Six hundred HR practices are subjected to audit and critical analysis. So, certifi cation recognises Bouygues’ human re- sources policy, especially in talent and career management, trai- ning and pay. It is great news for our people and sends a strong message about the Group’s appeal. 2 • BOUYGUES • 2017 REGISTRATION DOCUMENT WorldReginfo - ab4f0a6b-74a6-463c-8368-88e87b3e5889 HOW HAVE THE CONSTRUCTION market, adding 340,000 new customers ALSTOM AND SIEMENS ANNOUNCED BUSINESSES DONE? in 2017 to give a total of 3.4 million cus- A MERGER PLAN IN SEPTEMBER 2017. tomers at end-December 2017. The com- WHAT IS YOUR POSITION? The construction businesses posted ex- pany therefore achieved its target of cellent commercial performances both in 1 million additional fi xed customers by Bouygues fully supports the transaction, France and on international markets, ta- end-2017 versus end-2014. Recruitment which gives Alstom and Siemens the op- king the backlog to a record level while accelerated in FTTH (Fibre-To-The-Home), portunity to become a world leader in remaining highly selective. In particular, giving Bouygues Telecom 265,000 FTTH transport. The two companies are a good they strengthened their position as ma- customers at end-December 2017, more match in terms of both their product port- jor players on the sustainable neighbou- than double the number a year earlier. folios and geographical footprint. rhood market in France and Switzerland. The company also stepped up its roll-out The Group will vote for the merger at the On the smart city market, the Dijon smart- of FTTH, with 20 million premises secured extraordinary meeting of Alstom’s sharehol- and-connected-city contract – the fi rst in at end-December 2017, 11 million more ders called to approve the transaction. France – was a notable highlight. They also than at end-2016, and 4 million premises continued their strategy of expanding in marketed, two million more than at end- countries where they have long-term ope- 2016. Bouygues Telecom has confi rmed its WHAT IS THE OUTLOOK FOR 2018? rations, such as in Australia and in Canada, target of 12 million premises marketed at with the acquisition of the Miller McAsphalt end-2019 and of 20 million by 2022. The Group expects the gradual improve- group. The EBITDA margin rose 4.6 points year- ment of its profitability to continue in 2018. on-year to 27.2%, exceeding the target Benefi ting from an upbeat environment in that we set for 2017. France and on international markets, the WHAT ABOUT BOUYGUES TELECOM? construction businesses will continue to apply a selective approach and focus on Thanks to the strategy rolled out WHAT WERE THE MAIN INITIATIVES margins rather than volumes. For the since 2014, Bouygues Telecom had an ex- AT TF1? construction businesses, current operating cellent year and met or exceeded all the profi t a and the current operating margin a targets set in 2015. TF1 continued to roll out its multi-chan- are expected to improve versus 2017. TF1 The company had 14.4 million mobile nel, multi-activity, multi-media strategy. has confi rmed its profi tability targets, which customers at end-December 2017 and It expanded its production activity on a include an improvement in the current ope- added 500,000 plan customers excluding European scale and its production subsi- rating margin (excluding major sporting MtoM over the year. Bouygues Telecom diary Newen took a majority stake in Tu- events). Bouygues Telecom is experiencing has added 1.7 million mobile customers valu, the leading independent producer profi table growth momentum and has a excluding MtoM over a three-year period, in the Netherlands. The company stepped free cash fl ow target of €300 million considerably exceeding the target of up its growth in digital media and in Ja- for 2019. Sales of services are expected to 1 million new mobile customers excluding nuary 2018 signed an agreement for the grow by more than 3% in 2018 versus 2017, MtoM at end-2017 versus end-2014. 4G acquisition of aufeminin, a digital media with a higher EBITDA/sales of services mar- penetration within Bouygues Telecom’s group which combines a wide audience, gin than in 2017 and gross capex of around customer base continued, with 7.9 mil- powerful and engaged communities, and €1.2 billion. lion users at end-December 2017, 1 million expertise in marketing and creating value In a nutshell, the Group is very well posi- more than at end-December 2016. out of advertising space. tioned in high-growth potential sectors, Bouygues Telecom posted a very good which ensures a promising outlook for all commercial performance in the fi xed our businesses.
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