This is a free English translation of the offer document. The Company and its directors assume no liability for the translation, which is for convenience only and has no legal value. You are informed that only the French version of the document has been approved by the French securities regulator, Autorité des Marchés Financiers (AMF).

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SHARE REPURCHASE TENDER OFFER BY

FOR 41,666,666 BOUYGUES SHARES WITH A VIEW TO REDUCING THE SHARE CAPITAL

Presented by

BNP Paribas Crédit Agricole HSBC France Corporate and Investment Bank

Rothschild & Cie Banque Société Générale

OFFER PRICE: 30 EUROS PER SHARE OFFER PERIOD: 22 CALENDAR DAYS

OFFER DOCUMENT DRAFTED BY BOUYGUES

IMPORTANT NOTICE

Pursuant to the provisions of Articles 231-32 of the AMF General Regulation and R. 225-153 and R. 225-154 of the French Commercial Code, the Offer will run following i) publication by Bouygues of a press release indicating that the Extraordinary General Meeting of 10 October 2011 duly adopted the resolution on reducing the share capital through a share repurchase and ii) publication by Bouygues of a purchase notice in a journal of legal notices and in the French legal gazette, BALO.

In accordance with Article L.621-8 of the Monetary and Financial Code and Article 231-23 of its own General Regulation, Autorité des Marchés Financiers (AMF), pursuant to its statement of compliance issued on 4 October 2011 concerning the public offer, has approved this offer document under No. 11-447 dated 4 October 2011. This offer document was prepared by Bouygues, and its signatories are responsible for the content. In accordance with Article L.621-8-1 I of the Monetary and Financial Code, approval is granted once the AMF has made sure that “the document is complete and understandable, and that the information contained in it is consistent”. It does not imply approval of the merits of the transaction, nor authentication of the accounting and financial information presented.

The offer document is available on the websites of the AMF (www.amf-france.org) and of Bouygues (www.bouygues.com), and may be obtained free of charge from: - Bouygues: 32, Avenue Hoche, 75008 Paris, France

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- BNP Paribas: 4, rue d’Antin, 75002 Paris, France - Crédit Agricole Corporate and Investment Bank: 9 quai du Président Paul Doumer, 92920 Paris La Défense, France - HSBC France: 103, Avenue des Champs Elysées, 75008 Paris, France - Rothschild & Cie Banque: 23 Bis, Avenue de Messine, 75008 Paris, France - Société Générale: CORI/M&A/FRA, 75886 Paris Cedex 18, France

Information about Bouygues, including its legal, financial, accounting and other characteristics, shall be made available to the public pursuant to the provisions of Article 231-28 of the AMF General Regulation, no later than the day before the offer opens, according to the same procedures.

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TABLE OF CONTENTS

1- ABOUT THE OFFER ...... 5

1.1 GENERAL CONDITIONS OF THE OFFER ...... 5 1.2 RATIONALE OF THE OFFER AND INTENTIONS OF THE COMPANY ...... 5 1.2.1 Rationale of the Offer ...... 5 1.2.2 Share capital and voting rights of Bouygues before the transaction ...... 6 1.2.3 Intentions of the Company over the next 12 months ...... 6 1.3 CHARACTERISTICS OF THE OFFER ...... 7 1.3.1 Conditions of the Offer ...... 7 1.3.2 Terms of the Offer ...... 7 1.3.3 Shares targeted by the Offer ...... 7 1.3.4 Financial instruments giving access to the Company's share capital ...... 8 1.3.5 Reduction mechanisms ...... 8 1.3.6 Offer procedures ...... 8 1.3.7 Indicative Timetable of the Offer ...... 10 1.3.8 Undertakings of Bouygues’ main shareholders ...... 11 1.3.9 Restrictions concerning the Offer outside France ...... 11 1.4 TAX TREATMENT OF THE OFFER ...... 12 1.4.1 Natural persons resident in France managing their own assets and not trading on the stock market on a regular basis ...... 12 1.4.2 Legal entities with their registered offices in France and which are subject to corporation tax 14 1.4.3 Non-residents ...... 15 1.5 FINANCING TERMS AND COSTS RELATED TO THE OFFER ...... 15 1.6 EFFECT OF THE OFFER ON BOUYGUES' SHAREHOLDING STRUCTURE, FINANCIAL STATEMENTS AND MARKET CAPITALISATION 16 1.6.1 Effect on share capital and voting rights ...... 15 1.6.2 Effect on Bouygues' financial statements ...... 16 1.6.3 Effect on market capitalisation ...... 17 1.7 AGREEMENTS LIKELY TO HAVE A SIGNIFICANT EFFECT ON THE APPRAISAL OF THE OFFER OR ITS COMPLETION ...... 17 2 ELEMENTS USED TO APPRAISE THE OFFER PRICE ...... 17

2.1 VALUATION METHODS ...... 18 2.1.1 Discarded valuation criteria ...... 18 2.1.2 Selected valuation criteria ...... 19 2.2 SUMMARY OF ELEMENTS USED TO APPRAISE THE OFFER PRICE ...... 26 3 REPORT FROM THE INDEPENDENT APPRAISER...... 27 4 REASONED OPINION OF THE BOARD OF DIRECTORS OF BOUYGUES ...... 50 5 INFORMATION ON THE COMPANY ...... 51 6 THOSE RESPONSIBLE FOR THE OFFER DOCUMENT ...... 51

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1- ABOUT THE OFFER

1.1 General conditions of the offer

After approving the principle on 30 August 2011, the Board of Directors of Bouygues, a limited company incorporated under French law with capital of €356,307,709, with registered offices at 32, Avenue Hoche – 75008 Paris and recorded under number 572 015 246 in the Paris Trade & Companies Register (hereinafter “Bouygues” or the “Company”), decided at its meeting of 20 September 2011 to implement a buyback of Bouygues shares from the shareholders of the Company under a share repurchase tender offer (hereinafter the “Offer”), with a view to cancelling the shares, pursuant to Articles L.225-204 and L.225-207 of the Commercial Code. The Company's shares are admitted to trading on Euronext Paris (Compartment A) under ISIN code FR0000120503.

This Offer is implemented pursuant to the provisions of Title III of Book II and more specifically Article 233-1(5) et seq of the AMF General Regulation, subject to approval by the Extraordinary General Meeting of Bouygues shareholders to be held on 10 October 2011 of the resolutions relating to the capital reduction of a maximum nominal amount of €41,666,666 through a public share repurchase tender offer concerning a maximum of 41,666,666 shares, each having a par value of €1.

Set at €30 per Bouygues share, the Offer would cover, as indicated above, a maximum of 41,666,666 shares, or 11.7% of the capital and at least 8.7% of the voting rights based on a total number of 356,313,006 shares and 479,807,380 voting rights of the Company1.

Pursuant to the provisions of Article 231-13 of the AMF General Regulation, of the presenting banks acting on behalf of Bouygues mentioned above, only BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC France and Société Générale guarantee the content and the irrevocable nature of the undertakings made by the Company within the framework of the Offer.

1.2 Rationale of the Offer and intentions of the Company

1.2.1 Rationale of the Offer

In response to the recent massive fall in its share price amid heavy trading volumes caused by unfavourable market conditions since August 2011, Bouygues is proposing a liquidity opportunity to those shareholders who wish to take it, offering a premium of 29% to the one-month average share price observed prior to the announcement of the Offer on 31 August 2011 and a 30% premium over the closing price of 30 August 2011 (the day before the Offer was announced).

The Offer also protects the interests of those shareholders who wish to continue to support the Group in the longer term, since it is expected to have a strongly accretive impact on earnings per share (approximately 11% on EPS2, assuming a 100% take-up of the tender offer).

Bouygues has a market capitalisation of €8.4 billion (at the 30 August 2011 closing share price), as compared with consolidated shareholders’ equity attributable to the Group of €9 billion as of 30 June 2011. It also reduced net debt by €2.4 billion during the 2009 and 2010 financial years. The Group boasts a strong balance sheet and has a very prudent financial management policy.

In the event of a 100% take-up of the tender offer, the Group’s proforma net debt as of 31 December 2010 would be €3.7 billion, compared with proforma shareholders’ equity of €9.3 billion as of the

1 As at 31 August 2011, calculated pursuant to the provisions of Article 223-11 of the AMF General Regulation. 2 2011 earnings per share computed on the basis of the FactSet consensus for net profit attributable to the Group after deducting the full-year effect of the after-tax financial costs associated with the repurchase offer.

5 same date. The proforma net debt/EBITDA ratio would therefore be 1.1x as of 31 December 2010. Consequently, the company’s financial structure would be preserved.

Furthermore, this plan does not affect the development prospects of the Bouygues Group insofar as its self-financing capacity covers the fluctuations in its working capital requirement as well as its investments, according to the Company's forecasts.

1.2.2 Share capital and voting rights of Bouygues before the transaction

Share capital as at 31 August 2011

Number of % voting Shareholders Number of shares % of capital voting rights rights SCDM* 66,374,020 18.63% 132,113,355 27.53% Bouygues 72,804,321 20.43% 118,55,322 24.71% Employees** Others 217,134,665 60.94% 229,135,703 47.76% TOTAL 356,313,006 100% 479,807,380 100%

(*) SCDM is a simplified joint stock company incorporated under French law and controlled by Martin Bouygues and Olivier Bouygues. This number includes the shares owned by SCDM and SCDM subsidiaries as well as those owned directly by Martin Bouygues and Olivier Bouygues. (**) Shares owned by employees via saving schemes.

1.2.3 Intentions of the Company over the next 12 months

Business strategy and direction

Bouygues plans to pursue its activities in accordance with its current strategy, while remaining attentive to opportunities and developments required to respond to the global economic context.

Composition of corporate and management bodies after the Offer - impact on employment

The implementation of the Offer will not entail changes within the corporate and senior management bodies of Bouygues. There is no impact on employment to report.

By-laws of the Company

The Company does not intend to make amendments to its By-laws further to the Offer, with the exception of those required in order to reflect the impact of the implementation of the Offer.

Intention concerning the listing of the Company's shares after the Offer

The Company does not intend to request the delisting of Bouygues shares from Euronext Paris after the Offer.

Distribution of dividends

Implementation of the Offer will not affect the Company’s dividends policy, which will continue to be executed in a pragmatic manner, reflecting the Group’s earnings, outlook and environment.

Synergies, savings and prospect of a merger

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As this is a public offer by Bouygues to repurchase its own shares, the Offer is not part of a plan to merge with other companies. Consequently, it does not entail the realisation of any synergy or saving.

1.3 Characteristics of the Offer

1.3.1 Conditions of the Offer

Pursuant to the provisions of Article 231-13 of the AMF General Regulation, BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC France, Rothschild & Cie Banque and Société Générale, acting on behalf of Bouygues, filed the draft Offer with the AMF, which declared it to be compliant under the conditions set out in 1.3.6 below. The Offer shall be implemented subject to approval by the Extraordinary General Meeting of Bouygues shareholders to be held on 10 October 2011 of the first resolution relating to the authorisation for the Company to proceed with a capital reduction of a maximum amount of €41,666,666.00 by means of a share buyback by the Company followed by the cancellation of those shares. Pursuant to the provisions of Article 231-13 of the AMF General Regulation, of the presenting banks, only BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC France and Société Générale guarantee the content and the irrevocable nature of the undertakings made by Bouygues within the framework of the Offer.

1.3.2 Terms of the Offer

Following the Bouygues Extraordinary General Meeting on 10 October 2011, and provided it has approved the aforementioned first resolution, the Company shall propose to its shareholders to buy back in cash at the price of €30 per share, through a public share repurchase tender offer, a maximum number of 41,666,666 Company shares with a view to their subsequent cancellation, pursuant to Articles L. 225-204 and L. 225-207 of the Commercial Code.

On 14 October 2011, under the conditions of Article 231-37 of the AMF General Regulation, the Company shall publish a press release indicating whether the above resolutions have been approved by the said Extraordinary General Meeting. This press release shall be put online on the Company's website (http://www.bouygues.com).

1.3.3 Shares targeted by the Offer

As at 31 August 2011, the Company's share capital was composed of 356,313,006 shares and 479,807,380 voting rights3.

As indicated above, the Offer concerns a maximum number of 41,666,666 shares, or 11.7% of the shares making up the share capital of Bouygues as at 31 August 2011 and at least 8.7% of the Company’s voting rights.

Bouygues stock options:

On the date of this document, the details of Bouygues stock options that could be exercised until the closing of the Offer are as shown below;

2005 2006 2007

3 Voting rights calculated pursuant to the provisions of Article 223-11 of the AMF General Regulation. 7

Date of the AGM 28/04/2005 28/04/2005 28/04/2005 Grant date 21/06/2005 05/09/2006 05/06/2007 Number of options granted by the Board 3,102,500 3,700,000 4,350,000 Strike price €31.34 €40.00 €63.44 Start date of exercise period 21/06/2009 05/09/2010 05/06/2011 Expiry date 20/06/2012 04/09/2013 04/06/2014 Number of options outstanding 2,738,966 3,502,639 4,190,300

Holders of the aforementioned options may tender pursuant to the Offer the shares to which these options provide entitlement, provided they have exercised their options within a period of time allowing them to tender the shares to the Offer no later than the last day of the Offer. They must inform themselves of the tax applicable to their specific case.

Holders of options who have not exercised their options within a period of time allowing them to tender the shares received prior to the closing of the Offer shall benefit from an adjustment of the number of shares to which these options provide entitlement and of their strike price, pursuant to the provisions of Articles R. 225-138 and R. 225-140 of the Commercial Code.

1.3.4 Financial instruments giving access to the Company's share capital

Excluding the shares and options referred to above, as of the date of this document, there are no other financial instruments which can give access immediately or at a later date to the Company's share capital or voting rights.

1.3.5 Reduction mechanisms

If the number of shares tendered by shareholders pursuant to the Offer exceeds the number of shares targeted by the Offer, the standard reduction mechanisms for this type of transaction shall be applied.

Thus, for each selling shareholder, there shall be a reduction in proportion to the number of shares of which they prove they are the owner or holder, pursuant to the provisions of Article R. 225-155 of the Commercial Code.

Consequently, at the time of their buyback request, shareholders shall block the shares not tendered for buyback, and of which they have declared themselves the owners, in the account held by their financial intermediary until the publication date of the result of the Offer. Where appropriate, these shares shall be taken into account for calculating the reductions applied to buyback requests.

Shares that are not accepted as part of the Offer because of this reduction mechanism shall be returned to the shareholder.

1.3.6 Offer procedures

Pursuant to Article 231-13 of the AMF General Regulation, on 20 September 2011, BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC France, Rothschild & Cie Banque and Société Générale, acting on behalf of the Company, filed the draft Offer with the AMF. Implementation of the Offer is subject to approval by the Extraordinary General Meeting of Bouygues shareholders to be held on 10 October 2011 of the resolution relating to the capital reduction through a public share repurchase tender offer. The AMF published a notice of filing on its website (www.amf-france.org) on 20 September 2011 under number 211C1729. 8

Pursuant to Article 231-16 paragraph 3 of the AMF General Regulation, a press release relating to the terms of the Offer was published by the Company on 20 September 2011 and was published as a financial notice in the daily newspaper Les Echos on 21 September 2011.

The AMF declared the Offer to be compliant after checking its compliance with legal and regulatory provisions. This statement of compliance, dated 4 October 2011, constitutes an approval of the offer document. An indicative timetable for the Offer is provided in paragraph 1.3.7 below.

Pursuant to Article 231-27 of the AMF General Regulation, the offer document approved by the AMF shall be made available free of charge at the registered offices of the Company, 32 Avenue Hoche – 75008 Paris, as well as at the presenting banks whose addresses are given above. It will also be available online on the websites of the Company and the AMF. Pursuant to Article 231-28 of the AMF General Regulation, other information relating to the Company (particularly legal, accounting and financial information) shall be made available free of charge according to the same procedures. The Company shall publish press releases specifying the procedures for making these documents available. These press releases will also be published as financial notices in the daily newspaper Les Echos on 5 and 14 October 2011 respectively. Prior to the opening of the Offer, the AMF and NYSE Euronext Paris shall respectively publish an opening and timetable notice and a notice announcing the terms and conditions of the Offer and the timetable for the transaction. The Offer shall be open for a period of 22 calendar days. It shall be centralised by NYSE Euronext Paris.

Sending of tendering orders by shareholders

Bouygues shareholders wishing to tender their shares to the Offer under the conditions proposed shall issue a tendering order to the Offer according to the procedures used by the financial intermediary with which their shares are registered on account.

Shareholders must send tendering orders to their financial intermediary no later than the last day of the Offer, on the understanding that these orders may be revoked at any time until the closure of the Offer, after which they shall become irrevocable.

Pure registered Bouygues shares recorded in the Company's records need to be converted to administered registered shares in order to be tendered pursuant to the Offer, unless their holder asks for them to be converted into bearer shares, in which case these shares shall lose the advantages attached to registered shares. Consequently, to tender to the Offer, holders of pure registered shares recorded in the Company's records need to promptly request the conversion of their shares into administered registered or bearer shares.

Shareholders are reminded that when they request a buyback, they must block the shares not presented for repurchase and of which they have declared ownership in the account held by their financial intermediary until the publication date of the result of the Offer. Where appropriate, these shares shall be taken into account for calculating the reductions applied to buyback requests.

Any fees due from shareholders tendering their shares to the Offer shall not be borne by the Company.

The shares tendered to the Offer shall be free of any pledge, guarantee or restriction of any kind whatsoever.

Payment of the price - cancellation of repurchased shares

The payment date of the Offer price (€30 per share purchased under the Offer) shall occur following centralisation and publication of the results of the Offer according to the timetable published by NYSE Euronext Paris.

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Shares bought back through the Offer shall be cancelled by Bouygues under the conditions stipulated by Article R. 225-158 of the Commercial Code. Cancelled shares shall no longer confer any rights in the company and shall no longer, in particular, provide entitlement to dividends or interim dividends.

1.3.7 Indicative Timetable of the Offer

20 September 2011 Draft offer document filed with the AMF

20 September 2011 Draft offer document published on the AMF website and on the Company’s website

20 September 2011 Press release published regarding the filing of the draft offer document (also published as a financial notice in the daily newspaper Les Echos on 21 September 2011)

4 October 2011 Statement of compliance of the Offer by the AMF constituting approval of the offer document. Execution of the Offer will still be subject to publication, in the form of a financial notice, of a press statement, under the conditions of Article 231-37 of the AMF General Regulation, indicating that the resolution on the capital reduction by means of a share repurchase has been duly adopted by the Bouygues Extraordinary General meeting scheduled for 10 October 2011

4 October 2011 Offer document approved by the AMF made available

4 October 2011 Press release published announcing the availability of the offer document approved by the AMF (also published as a financial notice in the daily newspaper Les Echos on [5] October 2011)

10 October 2011 Extraordinary General Meeting deciding on the capital reduction relating to a maximum number of 41,666,666 shares by means of the cancellation of shares repurchased by the Company Results of the Extraordinary General Meeting announced by Bouygues by publication of a press release

11 October 2011 Start of creditors’ challenge period

14 October 2011 Press release published about the adoption by the Extraordinary General Meeting of the capital reduction and specifying the terms for making available the document providing legal, accounting and financial information about the Company pursuant to Article 231-28 of the AMF General Regulation (this press release will also be published as a financial notice in the daily newspaper Les Echos on 14 October 2011)

14 October 2011 Purchase notices published in a journal of legal notices and in the BALO (French legal gazette) pursuant to Articles R. 225-153 and R. 225-154 of the Commercial Code 17 October 2011 Opening of the Offer

31 October 2011 End of creditors’ challenge period (20 calendar days)

7 November 2011 Closing of the Offer

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14 November 2011 Publication by AMF of the results notice of the Offer

Publication by NYSE Euronext Paris of the results notice of the Offer and payment-delivery terms

15 November 2011 Decision of the Bouygues Board of Directors noting the capital reduction

15 November 2011 Payment-Delivery of shares tendered to the Offer

1.3.8 Undertakings of Bouygues’ main shareholders

On the Offer filing date, SCDM held 66,374,020 shares of the Company representing 18.63% of the capital and 27.53% of the voting rights of Bouygues4.

SCDM has indicated to the Company that it will not tender its shares to the Offer.

With the exception of the undertakings described above, the Company is not aware of any other undertaking to tender or not to tender shares to the Offer.

1.3.9 Restrictions concerning the Offer outside France

The Offer is made to Bouygues shareholders based in France and outside France, provided that the local law to which they are subject allows them to participate in the Offer without requiring the Company to carry out additional formalities.

The distribution of this document, the Offer, acceptance of the Offer, as well as the delivery of the shares may, in certain countries, be subject to specific regulations or restrictions. The Offer is not open or subject to the supervision and/or authorisation of any regulatory authority except in France and no action shall be performed to this effect. Neither this document nor any other document relating to the Offer constitutes an offer with a view to selling or buying financial securities or a request with a view to such an offer in any country whatsoever where this type of offer or request would be illegal, may not be validly made or would require the publication of a prospectus or the fulfilment of any other formality pursuant to local law. Company shareholders based outside France may only participate in the Offer insofar as such participation is authorised by the local law applicable to them; the Offer is not therefore made to anyone subject to such restrictions, directly or indirectly, and may not in any way be accepted from a country where it is subject to such restrictions.

Consequently, anyone in possession of this document must obtain information on any local restrictions that may apply and they must comply with them. Non-compliance with these restrictions may constitute a breach of applicable securities laws and regulations. The Company may not be held liable in the event of any person breaching these restrictions.

In particular, the Offer is not made, directly or indirectly, in the United States, to persons in the United States, by means of postal services or any other means of communication (including, but not restricted to, transmissions by fax, telex, telephone and electronic mail) of the United States or through the services of a securities exchange in the United States. Consequently, no copy of this document, and no other document relating to this or to the Offer, may be sent by mail, or communicated or circulated by an intermediary or any other person in the United States in any manner whatsoever. No Bouygues

4 Calculated pursuant to the provisions of Article 223-11 of the AMF General Regulation. 11 shareholder may tender shares pursuant to the Offer if they are unable to declare (i) that they have not received in the United States a copy of this offer document or of any other document relating to the Offer and that they have not sent such documents to the United States, (ii) that they have not used, directly or indirectly, the postal services, means of telecommunications or other instruments of commerce, or the services of a securities exchange in the United States in relation to the Offer, and (iii) that they were not in the United States when they accepted the terms of the Offer or sent their share tendering order. Authorised intermediaries may not accept share tendering orders not made in compliance with the above provisions.

1.4 Tax treatment of the Offer

Shareholders should note that the information in this offer document is merely a summary of the tax treatment applicable under the legislation in force on this date, particularly in the French General Tax Code (hereinafter “CGI”). Accordingly, they should first check with an authorised tax adviser about the taxation applicable to their particular case.

Non-residents of France for tax purposes must comply with the tax legislation in force in their country of residence, unless an international tax treaty between France and this country applies.

Pursuant to Article 112-1 of the CGI, sums allotted to shareholders at the time of a capital reduction by share buyback covered by Article L. 225-207 of the Commercial Code may be taxed both as distributed earnings and as capital gains.

The portion of the price received that is considered as taxable, either as distributed earnings or as capital gains, depends on the acquisition price paid by each shareholder.

1.4.1 Natural persons resident in France managing their own assets and not trading on the stock market on a regular basis

Such persons are subject to progressive income tax or the flat-rate withholding tax on the portion of the repurchase price treated as distributed investment income, based on the difference between the share repurchase price and:

- the amount of contribution comprised in the repurchased shares, equivalent to €6.44 per share, based on historical information on Bouygues’ equity; - or, if more, pursuant to Article 161 of the CGI, the acquisition price of these shares (or acquisition value if acquired for free).

The portion of the repurchase price taxable as capital gains is equal to the difference between the share repurchase price and the acquisition price or value of the shares, minus the taxable distributed earnings.

The portion of the repurchase price taxable as distributed investment income is subject to income tax in accordance with the following terms and conditions;

Standard treatment

Either at the progressive rate

A portion of these distributed earnings (60%) is used to calculate income tax due in respect of the year of receipt. 12

These earnings are also subject to a total annual fixed lump-sum allowance of €3,050 for couples subject to joint taxation (married couples and civil partners defined in Article 515-1 of the French Civil Code subject to joint taxation) and €1,525 for single, widowed or divorced persons or married couples taxed separately.

Or at the flat-rate withholding tax

The beneficiary of the sums may elect to be taxed at a fixed rate of 19% on the portion of the price considered as distributed earnings.

This option must be taken up with the institution holding the shareholder’s account no later than when the shares are bought back.

Welfare contributions

The distributed earnings actually received (whether subject to progressive tax or flat-rate withholding tax), without application of allowances, are further subject to a set of welfare contributions at a total rate of 13.5%, comprising:

- 8.2% for the Contribution Sociale Généralisée (CSG – general social security tax) - 0.5% for the Contribution pour le Remboursement de la Dette Sociale (CRDs – contribution to repayment of welfare debt) - 3.4% for the social security contribution - 1.4% for the additional social security contribution.

Specific treatment of personal equity plans (PEAs)

For the duration of the PEA, dividends from investments made through the plan are not subject to income tax provided they are reinvested in it. The proceeds of investments in the shares of unlisted companies, however, are eligible for income tax relief for up to 10% only of the amount of these investments.

The portion of the repurchase price taxable as capital gains is subject to tax in accordance with the following terms and conditions:

Standard treatment

Pursuant to Article 150-0 A of the CGI, and subject to exceptional cases provided for by law (PEAs in particular), the portion of the repurchase price taxable as capital gains will be subject to a 19% rate of income tax. The welfare contributions described above are applicable to any realised capital gains. Capital losses on sales of shares can be deducted from capital gains of the same nature generated in the year of sale or in the following ten years.

Specific treatment of PEAs

Under certain conditions, capital gains on shares held in a PEA are exempt from income tax. When the PEA is closed (if this is more than five years after the plan was opened, i.e. from the date of the first payment) or at the time of a partial withdrawal (if this is more than eight years after the PEA was opened), the net gains made since the opening date are exempt from income tax but are still liable for CSG, CRDS, social security contributions and additional social security contributions (it being understood that the actual rate of these contributions will vary depending on the date on which the gains are acquired or recorded).

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Capital losses realised within the PEA can, in principle, be deducted only from capital gains realised within the same framework. Any losses recognised if the PEA is closed early, before the end of the fifth year (or, under certain conditions, if the PEA is closed after the end of the fifth year when its NAV is less than the amount of the payments made into the plan since it opened) are deducted from the gains of the same nature (particularly those made when selling shares or securities subject to Article 150-0 A of the CGI, regardless of their taxation rate) made during the same year or in the following ten years (for losses realised on and after 1 January 2002).

1.4.2 Legal entities with registered offices in France and subject to corporation tax

Legal entities tendering their shares to the Offer recognise: - distributed earnings equal to the difference between the repurchase price and the amount of contribution comprised in the repurchased shares or the book value of the shares, if higher; - a profit (loss) equal to the difference between the cost basis of the repurchased shares and the second term of the above difference. This profit (loss) shall be subject to the treatment applicable to capital gains (losses).

The portion of the repurchase price taxable as distributed earnings is subject to corporation tax in accordance with the following terms and conditions:

Corporation tax is applicable at the standard rate, i.e. 33.1/3%, plus the 3.3% welfare contribution based on corporation tax, after applying an allowance which may not exceed €763,000 per 12-month period (Article 235 ter ZC of the CGI).

However, if a company has turnover (excluding tax) lower than €7,630,000 during the financial year, or during a restated a 12-month period where appropriate, and if at least 75% of its fully paid-up share capital (calculated as provided under Article 219 I-b of the CGI) is held continuously for the entire financial year in question by natural persons or by companies themselves meeting all these conditions, the corporation tax rate is set at 15%, up to €38,120 of the taxable profit per 12-month period. Furthermore, such companies are exempt from the aforementioned 3.3% welfare contribution.

Pursuant to Articles 145 and 216 of the CGI, legal entities having subscribed for or holding shares representing at least 5% of the share capital of the issuing company for more than two years may, under certain conditions, opt to be covered by the parent-company tax regime, whereby the earnings distributed by the parent company are not subject to corporation tax, except for a portion representing the expenses and costs borne by this company. This portion is set at a standard flat rate of 5% of the amount of the said dividends.

The portion of the repurchase price taxable as capital gains is subject to corporation tax in accordance with the following terms and conditions:

If the cost basis of the shares is less than the amount of the contributions deemed repaid or less than the book value of the shares, if higher, then this part of the profit shall be considered as capital gains and be subject to corporation tax under the aforementioned conditions of ordinary law. The regime for long-term capital gains shall apply if the shares tendered for repurchase meet the conditions provided under Article 219 I-a quinquies of the CGI. Pursuant to this article, the net capital gains made when selling equity interests that meet the conditions provided under this article, and which have been held for at least two years, are exempt from tax provided that a portion of the expenses and costs, equal to 10% of the realised capital gains, is added back to earnings subject to the standard rate of corporation tax.

The following constitute equity interests for the purposes of Article 219 I-a quinquies of the CGI: shares recognised as such in the general chart of accounts; shares acquired as part of a takeover bid or stock-for-stock takeover bid by the initiating company; as well as the shares giving entitlement to the parent-company tax regime if these shares or securities are recognised as equity interests or in a

14 special subdivision of another account of the balance sheet corresponding to their accounting status, with the exception of the shares of real estate investment companies (sociétés à prépondérance immobilière).

Long-term capital losses realised during a financial year are charged against the long-term capital gains made in the following ten financial years.

1.4.3 Non-residents

Concerning the portion of the repurchase price taxable as distributed earnings:

Subject to international tax treaties that may apply, the repurchase transaction is subject in principle, as regards the surplus of the repurchase price over the amount of contribution comprised in the repurchased shares, to a 25% withholding tax (Article 119 bis 2 and 187-1 of the CGI) when the beneficiary of the transaction is a person whose residence for tax purposes or whose registered office is not in France. This rate is reduced to 19% if payment is made to a natural person residing in a Member State of the European Community, in Iceland, Norway or Liechtenstein, and increased to 50% (Article 119 bis 2 and 187-2 of the CGI) when it is paid outside France in a non-cooperative country or territory within the meaning of Article 238-0 A of the CGI.

If shareholders can supply evidence to the institution holding their account of the acquisition price or value of the shares and provide it with supporting documentation that may be produced for the tax authorities, the withholding tax may be calculated only on the surplus of the repurchase price over the acquisition price or value of the shares.

Concerning the portion of the repurchase price taxable as capital gains:

Subject to any international tax treaties that may apply, capital gains made when selling shares under the Offer by persons who are not resident for tax purposes in France within the meaning of Article 4 B of the CGI, or whose registered office is based outside France, are generally exempt from tax in France, provided that (i) the capital gains cannot be attributed to a permanent establishment or a fixed base liable for tax in France; and (ii) the rights held directly or indirectly by the seller, with his or her spouse and ascendants and descendants, to the profits of the company whose shares are sold have not together exceeded 25% of these profits at any time in the five years prior to the sale (Article 244 bis B and C of the CGI).

1.5 Financing terms and costs related to the Offer

The cost of acquiring 100% of the shares targeted by the Offer (see paragraph 1.3.3 “Shares targeted by the Offer” above) would amount to a maximum amount of approximately €1,256 million, divided as follows:

- €1,250 million to pay the price of acquiring 100% of the shares targeted by the Offer; and - approximately €6 million in fees and costs incurred to carry out the Offer, including the fees and costs of its financial advisers, legal advisers, auditors and other consultants, as well as the communication costs and taxes of the market authorities.

The Offer shall be financed by means of the Company’s available cash.

1.6 Effect of the Offer on Bouygues’ shareholding structure, financial statements and market capitalisation

1.6.1 Effect on share capital and voting rights 15

As at 31 August 2011, Bouygues’ share capital was divided into 356,313,006 shares. The split of share capital and voting rights (totalling 479,807,3805) as of the Offer filing date, based solely on major shareholding disclosures received by Bouygues as referred to in the first paragraph of Article L. 233-7 of the Commercial Code, is presented in section 1.2.2 above. The shareholding structure would change as follows, after cancellation of the shares tendered to the Offer, assuming that 50% and 100% of the shares targeted were actually bought back:

Assumption of an actual buyback of 50% of the shares targeted6

Number of % of voting Shareholders Number of shares % of capital voting rights rights SCDM* 66,374,020 19.78% 132,113,355 28.78% Bouygues 72,804,321 21.70% 118,558,322 25.83% Employees** Others 196,301,332 58.52% 208,302,370 45.39% TOTAL 335,479,673 100% 458,974,047 100%

Assumption of an actual buyback of 100% of the shares targeted7

Number of % of voting Shareholders Number of shares % of capital voting rights rights SCDM* 66,374,020 21.09% 132,113,355 30.15%*** Bouygues 72,804,321 23.14% 118,558,322 27.06% Employees** Others 175,467,999 55.77% 187,469,037 42.79% TOTAL 314,646,340 100% 438,140,714 100%

(*) SCDM is a simplified joint stock company incorporated under French law and controlled by Martin Bouygues and Olivier Bouygues. This number includes the shares owned by SCDM and SCDM subsidiaries as well as those owned directly by Martin Bouygues and Olivier Bouygues. (**) Shares owned by employees via saving schemes, assuming that these shares will not be tendered to the Offer. (***) Depending on the result of the Offer, SCDM shall “destroy”, before cancelling the shares that caused the accretion, any double voting rights by converting its shares into bearer shares to keep its holding under the threshold of 30% of voting rights (threshold triggering a mandatory bid), notwithstanding the effects of cancelling shares acquired under the Offer.

1.6.2 Effect on Bouygues’ financial statements

The effect of the Offer on Bouygues’ shareholders’ equity and consolidated earnings, given in the table below, were estimated based on Bouygues’ consolidated accounts for 2010, using the following assumptions:

- Buyback of 41,666,666 shares (i.e. all of the shares targeted by the Offer) at the price of €30 per share, that is to say an amount of €1,249,999,980 (excluding fees), followed by cancellation of the repurchased shares;

- 314,646,340 shares post-cancellation (excluding treasury shares);

- Financial costs at an average rate of 2% per annum before tax; and

- Effective date of the share repurchase: 1 January 2010.

5 Calculated pursuant to the provisions of Article 223-11 of the AMF General Regulation. 6 Assuming that no double voting rights are attached to the shares tendered to the Offer. 7 Same as previous note. 16

Consolidated data as at 31.12.2010 (€m)

Before buyback and After buyback and cancellation cancellation

Shareholders’ equity attributable to 9,317 8,050 the Group Net financial debt 2,473 3,740

Net income attributable to the 1,071 1,054 Group

Number of shares (excluding 361,042,329 319,375,663 treasury shares)

Shareholders’ equity per share (€) €25.81 €25.21

Earnings per share (€) €2.97 €3.30

1.6.3 Effect on market capitalisation

Based on Bouygues’ share price of €23.085 at close of trading on 30 August 2011 (day before the announcement of the Offer), market capitalisation was €8,225,485,743 and Bouygues’ share capital was composed of 356,313,006 shares.

Following the Offer, assuming that all shares targeted are tendered pursuant to the Offer and then cancelled, the number of Bouygues’ shares would be 314,646,340 and the market capitalisation of Bouygues would be €7,263,610,758, based on the share price of €23.085 at close of trading on 30 August 2011 (day before the announcement of the Offer).

1.7 Agreements likely to have a significant effect on the appraisal of the Offer or its completion

As previously indicated, at the Offer filing date, SCDM held 66,374,020 shares of the Company, representing 18.63% of the share capital and 27.53% of the voting rights of Bouygues8; it has announced that it shall not tender any of its shares to the Offer.

With the exception of the foregoing, at the Offer filing date, the Company was not aware of any agreement or undertaking likely to have a significant effect on the appraisal of the Offer or its completion.

2 ELEMENTS USED TO APPRAISE THE OFFER PRICE

The elements used to appraise the Offer price of €30 per share (hereinafter the "Offer Price") as presented below are a summary of the valuation work performed by BNP Paribas, Crédit Agricole

8 Calculated pursuant to the provisions of Article 223-11 of the AMF General Regulation.

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Corporate and Investment Bank, HSBC France, Rothschild & Cie Banque and Société Générale (hereinafter the "Banks") within the framework of the Offer. During the appraisal, the Banks performed a valuation of the Company based on a multi-criteria approach following standard valuation methods while taking into account the specific characteristics of Bouygues.

The valuation is based on the information and documents provided by the Company, particularly the historical annual consolidated financial statements, the business plan drawn up by Bouygues for the period 2011-2013, the financial statements for the first half of 2011 (30 June 2011) and specific additional information required for the valuation. The Company’s 2011-2013 business plan used in the Banks’ valuation was drawn up by Bouygues as part of its standard procedure in December 2010 and updated in August 2011. It incorporates the most recent estimates by Bouygues’ management regarding the activity, profitability and cash generation of each of the Group’s businesses, notably factoring in a possible downturn in economic conditions from 2012, increased competition on the mobile telephony market in France, Bouygues Telecom’s investments in relation to ongoing calls for bids, and continued growth of the construction businesses based on high order book levels at end-June 2011 and focussing on profitability over volume.

This information is assumed to be accurate and complete, and the Banks were not required to submit it for independent verification. This information has not been audited by the Banks.

2.1 Valuation methods

2.1.1 Discarded valuation criteria

Net Book Value (NBV)

Net Book Value (NBV) is defined as the difference between the amount of assets acquired by the Company (particularly including intangible assets such as goodwill) and total debt. This method was not used because it cannot capture the Company's growth prospects, the profitability of its operations and ability to create value. For information, Bouygues’ NBV came out at €25.3 per share as at 30 June 2011. The Offer Price therefore presents a premium of 19% over the NBV as at 30 June 2011.

Dividend Discount Model (DDM)

This method, which consists in discounting the future dividends that will be paid by the Company, was not used because the dividend is not representative of the Company’s ability to generate cash flow from its business (unlike the discounted cash flow method), and its level depends on the Company’s financing and distribution policy.

Global valuation methods

Global valuation methods, based on Bouygues’ consolidated financial metrics, do not take into consideration the specific nature of each business of the Company. Thus, whether they follow the intrinsic method (discounted cash flow) or the comparative method (market multiples of peers or analysis of comparable transactions), a global approach is unsuited to the diversified industrial nature of the Bouygues Group.

Target prices of research analysts

The method based on the target prices of analysts was not used because these prices do not comprehensively reflect financial market conditions and economic prospects. For information, the average target price of analysts was around €36.1 as at 15 September 2011, based on the following sample of 22 analysts who recently published targets:

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Research house Published Target price (€)

RBC 15/09/2011 €31.0 Alpha Value 15/09/2011 €37.9 Exane BNP Paribas 13/09/2011 €33.0 Société Générale 07/09/2011 €28.0 J.P.Morgan 02/09/2011 €38.0 Oddo 02/09/2011 €40.0 RBS 01/09/2011 €29.0 Deutsche Bank 01/09/2011 €31.5 Goldman Sachs 01/09/2011 €36.7 HSBC 01/09/2011 €41.0 Natixis 01/09/2011 €40.3 BofA-ML 31/08/2011 €41.5 Jefferies 31/08/2011 €36.6 Raymond James 31/08/2011 €38.0 CM-CIC 31/08/2011 €39.5 Standard & Poor’s 31/08/2011 €24.0 Kepler 11/08/2011 €43.0 Cheuvreux 14/07/2011 €35.0 Citi 14/07/2011 €43.0 UBS 13/07/2011 €28.0 Nomura 05/07/2011 €36.5 Morgan Stanley 17/05/2011 €42.0 Average €36.1

2.1.2 Selected valuation criteria

The Offer Price can be assessed using two main criteria: an analysis of Bouygues’ share price; and a valuation of the Company using a "sum-of-the-parts" approach. These two criteria capture the fundamental nature of the Company, reflecting the specific nature of the different business lines that make up a diversified industrial group such as Bouygues.

Share price analysis

Bouygues is listed on Compartment A of Euronext Paris and enjoys strong liquidity, which is why a share price analysis is an appropriate approach (51% of the free-float and 31% of the capital traded in the last three months as of 30 August 2011).

The date of 30 August 2011 (last day of listing before the transaction was announced) was used as the reference date for calculating premiums under the Offer Price. The massive market fall that began in late July 2011 makes longer-run averages (6 months, 12 months) less relevant for the purposes of analysis.

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Bouygues share price and CAC 40 (re-based), year to 30 August 2011

Source Factset Translation of table legend: Aug.-10 Oct.-10 Dec.-10 Feb.-11 Apr.-11 June-11 Volume (‘000 shares) Bouygues (€) CAC 40 (rebased)

The Offer Price gives a 30% premium over the closing price on 30 August 2011 and a 29% premium over the one-month volume-weighted average price, as shown below:

Spot 1-month 3-month 6-month 12-month

(30/08/2011) average average average average

Share price €23.09 €23.20 €26.56 €29.54 €31.04 Premium/(Discount) +30% +29% +13% +2% (3%)

Highest €23.09 €26.93 €32.21 €34.90 €35.05

Lowest €22.56 €20.88 €20.88 €20.88 €20.88

Average daily 1,914 2,144 1,655 1,541 1,480 volume ('000 shares) Total volume over 1,914 47,171 110,889 197,252 384,922 the period ('000 shares) 0.5% 13.2% 31.1% 55.4% 108.0% % of capital 0.9% 21.3% 50.1% 89.1% 174.0% % of free-float Note Average prices weighted by trading volume Source Factset

Reference financial data

. Financial data

The Banks’ evaluations are based in particular on the Company’s financial metrics, taken from:

- the annual report of 31 December 2010;

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- the Bouygues half-year financial statements as at 30 June 2011;

- the Company’s 2011-2013 business plan.

. Number of shares

All per share values given below were obtained by dividing the value of shareholders’ equity, calculated according to the different methods, by the number of shares (after dilution) as at 31 August 2011.

The number of shares (after dilution) used for the valuation corresponds to the number of shares in circulation as at 31 August 2011 (356,313,006 shares) minus treasury shares, plus shares resulting from the exercise of newly exercisable options (owing to a strike price below the Offer Price). Note that as at 31 August 2011, the Company had no treasury shares.

As an example, for a value per share of €30, the number of shares (after dilution) is 357,303,721, based on (i) existing exercisable options (two plans with strike prices of less than €30) and (ii) the potential theoretical cancellation of repurchased shares using the amount raised from plan beneficiaries at subscription.

. Transition from enterprise value to equity value

In valuations using the "sum-of-the-parts" method, a share of enterprise value is determined for each business line, which is then adjusted to reflect a share of net financial debt as well as other elements, in order to determine the value of the Company’s shareholders’ equity.

Net financial debt

The consolidated net financial debt of Bouygues was €4,341 million as at 30 June 2011. To get from enterprise value to the value of the Company’s equity, a share of this financial debt was calculated and applied based on the stake held in each of the subsidiaries, namely €4,247 million:

Percentage of Net Debt/(cash) as subsidiary held Share of net debt at 30 June 2011 (€ million) (%) Bouygues Construction (2,236) 100.0% (2,236) Bouygues Immobilier (390) 100.0% (390) Colas 1,046 96.6% 1,011 TF1 (11) 43.1% (5) Bouygues Telecom 619 89.6% 554 Holding Company 5,312 100.0% 5,312 Net financial debt as at 4,341 4,247 30 June 2011

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Other adjustments to enterprise value

Shareholdings accounted for by the equity method.

The stake held by Bouygues in Alstom (30.7% of the share capital) was valued at market value, based on the one-month average share price as at 15 September 2011, i.e. €2.7 billion.

The Cofiroute stake (16.1%) held by the Company through Colas was valued based on a consensus of analysts publishing Cofiroute valuations in their research notes on Bouygues (share valued at between €0.6 billion and €1.0 billion).

Other stakes in companies accounted for by the equity method were recognised at their book value as at 30 June 2011 (i.e. €152 million).

Other financial assets, minority interests and provisions

Other financial assets were recognised at their book value for an amount of €680 million as at 30 June 2011.

Minority interests, other than those held in Colas, TF1 and Bouygues Telecom, were recognised at their book value as at 30 June 2011 (i.e. €52 million).

Provisions for post-employment benefits and loss carry forwards were recognised at their book value as at 31 December 2010 (for a total amount of €303 million).

. Holding discount

Given the diversified industrial nature of the Bouygues Group, a so-called holding discount of 15% was applied to the value of total shareholders’ equity obtained from the “sum-of-the-parts” valuation methods. This discount corresponds to the average discount applied by analysts covering Bouygues.

“Sum-of-the-parts” valuation methods

The “sum-of-the-parts” valuation approach consists in determining the enterprise value of the Company by adding up the enterprise values of each of its independently-valued business lines. The chief advantage of this approach is that it properly captures the specific characteristics (prospects and associated risks) of each subsidiary making up the Bouygues Group.

Two “sum-of-the-parts” methods were used;

- One intrinsic method, based on discounted cash flow;

- One market method, based on stock market multiples and market values for listed assets.

Intrinsic “sum-of-the-parts” analysis based on discounted cash flow (“DCF”)

The principle of the DCF method is to define the value of an economic asset based on its ability to generate cash flow. In practice, this method entails discounting and summing future free cash flows to determine enterprise value.

Free cash flows are defined as operating income after tax plus depreciation and amortisation less net investment and the change in working capital requirements.

Cash flow is discounted using the weighted average cost of capital (WACC), which reflects the return expected by shareholders and creditors. Under the “sum-of-the-parts” approach, the WACC used in

22 the DCF method is specific to each Bouygues business line and is estimated based on the following assumptions:

- a risk-free rate determined on the basis of the 10-year French Treasury Bonds rate as at 15 September 2011 as provided by Bloomberg, namely 2.7%;

- a debt-free beta based on the average market beta for the sample of listed comparables used for each of the business lines;

- a risk premium based on the average risk premium as at 15 September 2011 provided by Bloomberg and Factset on a European index, namely 9.6%.

The terminal value of each business line was determined based on the following assumptions:

- a growth rate to infinity of 1.5% for the business lines of Bouygues Construction, Bouygues Immobilier, Colas and TF1, corresponding to expected long-term inflation in the euro zone; a growth rate to infinity of 1.0% for Bouygues Telecom, reflecting in particular the regulatory and competitive uncertainties specific to the business of this subsidiary;

- a stable EBITDA margin over the extrapolation period 2014e-2016e, obtained from the average of the 2011e-2013 EBITDA margins for each business line.

The parameters used to value each business line are presented in the table below:

Percentage of Growth rate to Sample of peers used to WACC (%) subsidiary held infinity (%) calculate beta (%)

Bouygues 1 10.0% 1.5% 100.0% Vinci Construction

Bouygues 11.0% 1.5% 100.0% Nexity, Kaufman&Broad Immobilier

Colas 10.0% 1.5% 96.6% Vinci2

Antena3, ITV, M6 Channel, Mediaset, MTG, TF1 9.0% 1.5% 43.1% Prosieben Sat, RTL Group, Mediaset Bouygues Vivendi, Vodafone, Tele2, 8.5% 1.0% 89.6% Telecom Mobistar3

Holding 4 4 9.5% 1.4% 100.0% Company

1 Eiffage was not used in this analysis because of its financing structure. 2See note 1.

3 Incumbent telephone operators were not used in this analysis because their earnings are less volatile owing to their long-standing positions on their respective home markets. 4 Average weighted by 2010 EBITDA of each business line.

By introducing a sensitivity of +/-0.5% to the WACC and of +/-0.25% to the growth rate to infinity, the value per share lies within a range of €28.4 to €34.6. The Offer Price of €30 per share is therefore

23 within the valuation range provided by the intrinsic "sum-of-the-parts" method, with a premium of 6% over the low end of the valuation: Low end of range High end of range Share of enterprise value of €12.4 billion €14.7 billion companies consolidated by Bouygues Share of net financial debt (€4,247 million) (€4,247 million)

Minority interests (€52 million) (€52 million)

Provisions for post- (€356 million) (€356 million) employment benefits

Shareholdings accounted for €3,476 million €3,839 million by the equity method

Other financial assets €680 million €680 million

Loss carry forwards €53 million €53 million

Total adjustments between (€445 million) (€82 million) enterprise value and shareholders’ equity Value of Bouygues €12.0 billion €14.6 billion shareholders’ equity Value of Bouygues €10.2 billion €12.4 billion shareholders’ equity including a 15% holding discount Value per share €28.4 €34.6 Offer Price +5.5% -13.3% Premium/(Discount)

Market “sum-of-the-parts” method

The market “sum-of-the-parts” method was used to value the listed assets held by the Company at their market capitalisation (assuming sufficient share liquidity) or by applying multiples of listed peers for the other assets.

The multiples method consists in determining the implicit value of the Company on the market by applying multiples of quoted companies, such as enterprise value (EV) over revenue, over earnings before interest, taxes, depreciation and amortisation (EBITDA) and over earnings before interest and taxes (EBIT). This method is relevant because it makes it possible to define a sample of companies that are genuinely comparable in terms of size, business, geographic diversification, capital control, profit margins, growth, and so on.

The methodology, the sample of peers used, as well as the resulting range of multiples are detailed for each business line in the table below:

Multiples applied to Bouygues Range of Comparable peers used metrics multiples

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EV/EBIT as published in sum-of- parts assessments in Vinci and Bouygues Vinci "Construction"; Eiffage research notes 6.1x – 7.0x Construction Eiffage "Construction" Multiples applied to Bouygues Construction’s 2011e, 2012e and 2013e metrics EV/EBITDA EV/EBIT Bouygues Nexity; 2.8x – 3.7x Multiples applied to Bouygues Immobilier Kaufman & Broad 3.0x – 4.0x Immobilier’s 2011e, 2012e and 2013e metrics EV/EBIT as published in sum-of- parts assessments in Vinci and Eurovia; Colas Eiffage research notes 6.7x – 8.4x Eiffage "Travaux Publics" Multiples applied to Colas’ 2011e, 2012e and 2013e metrics One-month average stock TF1 market value Vivendi; Vodafone; Tele2; Mobistar; Deutsche Telekom; EV/EBITDA France Telecom; KPN; Bouygues Multiples applied to Bouygues Telefonica; Telekom 5.1x – 5.5x Telecom Telecom’s 2011e, 2012e and 2013e Austria; Telenor; Telecom metrics Italia; Belgacom; Swisscom; Portugal Telecom; TeliaSonera Weighted average over EBITDA 2011e of EV/EBITDA Holding EV/EBITDA multiples Multiples applied to Bouygues’ 4.2x – 4.6x Company reported by each 2011e metrics subsidiary

Considering the minimum and maximum values obtained for each subsidiary using a market valuation approach, the value per Bouygues share lies within a range of €27.2 to €31.0. The Offer Price of €30 per share is therefore within the valuation range provided by the market “sum-of-the-parts” method, with a premium of 10% over the low end of the valuation:

Low end of range High end of range Share of enterprise value of companies consolidated by €11.9 billion €13.1 billion Bouygues Share of net financial debt (€4,247 million) (€4,247 million)

Minority interests (€52 million) (€52 million)

Provisions for post- (€356 million) (€356 million) employment benefits

Shareholdings accounted for €3,476 million €3,839 million by the equity method

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Other financial assets €680 million €680 million

Loss carry forwards €53 million €53 million

Total adjustments between enterprise value and (€445 million) (€82 million) shareholders’ equity Value of Bouygues €11.4 billion €13.1 billion shareholders’ equity Value of Bouygues shareholders’ equity including a €9.7 billion €11.1 billion 15% holding discount Value per share €27.2 €31.0 Offer Price +10.3% -3.3% Premium/(Discount)

2.2 Summary of elements used to appraise the Offer Price

The table below shows the summary of valuations obtained from the selected valuation criteria, along with the Offer Price premiums:

Offer Price premium Price per share (€) (€30.0 per share) Share price as at 30 August €23.09 +30% 2011 Average 1-month share price €23.20 +29% Average 3-month share price €26.56 +13% Average 6-month share price €29.54 +2% Average 12-month share price €31.04 -3% Lowest 12-month share price €20.88 +44% Highest 12-month share price €35.05 -14% Intrinsic “sum-of-the-parts” €28.4 to €34.6 +6% to -13% Market “sum-of-the-parts” €27.2 to €31.0 +10% to -3%

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

3 REPORT FROM THE INDEPENDENT APPRAISER

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

Report from the independent appraiser

Contents

1. Description of the transaction 1.1 About the initiating company, Bouygues 1.2 Background and terms of the Offer for Bouygues shares 2. Statement of independence 3. Investigations conducted 4. Multi-criteria valuation of Bouygues 4.1 Valuation assumptions used to apply methods 4. 11 Number of shares 4. 12 Transition from enterprise value to equity value 4. 13 Conglomerate discount 4.2 Main valuation methods used 4. 21 Share price 4. 22 Sum-of-the-parts 4.3 Valuation methods used for illustration purposes 4. 31 Global DCF 4. 32 Reference to recent Company share capital transactions 5. Analysis of valuation work by presenting banks 5.1 Share price 5.2 Sum-of-the-parts method based on DCF per business line 5.3 Market sum-of-the-parts 6. Summary of our work 6.1 Values applied 6.2 Certification of fairness of the offered price ANNEXES

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

As part of the public share repurchase offer (the “Offer”) made by Bouygues (the “Company”) for its own shares, with a view to cancelling repurchased shares, on 30 August 2011 the Company’s Board of Directors ratified our appointment of 16 August 2011 as an independent appraiser tasked with assessing the fairness of the financial terms offered, in accordance with Article 261-3 of the General Regulation of the French Financial Markets Authority (“AMF”).

We carried out our review pursuant to the provisions of Article 262-1 of the AMF General Regulation and its Implementing Instruction No. 2006-08 of 25 July 2006 on independent appraisers’ reports (as supplemented by AMF Recommendations dated 28 September 2006, amended on 19 October 2006 and 27 July 2010). Our procedures are described in Part 3 and detailed in Annex 5 below.

Our assessment expresses no opinion on the soundness of the decision taken by the senior managers of Bouygues to carry out this transaction and does not constitute a recommendation to the Company (including its Board of Directors) to conduct the offer or a recommendation to its shareholders as to whether or not to accept the proposed Offer.

1. Description of the transaction 1.1 About the initiating company, Bouygues

Bouygues is a company listed on Euronext Paris, Compartment A. SCDM, a company controlled by Martin and Olivier Bouygues, owns 18.63% of the share capital, while Bouygues employees own 20.43%. Bouygues is the holding company of a diversified industrial group (the “Group”), which operates mainly in two business lines: - Construction (Building and Civil Works and Energy & Services, Property Development, Roads): Bouygues Construction is a world leader in construction in the building and civil works sector, energy and services. Bouygues Immobilier develops residential housing projects, office buildings and business parks. Colas builds and maintains transport infrastructure. Colas offers a comprehensive industrial service that includes aggregates, asphalt mix materials, ready-mix concrete, damp-proof membranes and road safety equipment. Colas also holds a 16% stake in Cofiroute (the remainder of Cofiroute being owned by the Vinci Group); - Telecoms and Media: Bouygues Telecom is a mobile, fixed-line, broadband (ADSL), TV and Internet telecommunications operator. The TF1 Group’s remit is to inform and entertain. In addition to its core activity – television broadcasting – the group has diversified into audiovisual rights, production and licences.

Bouygues also holds a 30.7% stake in Alstom, which is listed on Euronext Paris, Compartment A.

1.2 Background and terms of the Offer for Bouygues shares

In response to a massive fall in its share price amid heavy trading volumes, the Company is offering its shareholders a liquidity opportunity by making a public share repurchase offer. This Offer, in the amount of €1.25 billion, is for a maximum of 11.7% of the Company's share capital at a price of €30 per share. Shares bought back under this Offer will then be cancelled. SCDM has informed the Company that it will not tender its own shares pursuant to the Offer.

The €30 price per share represents a 30% premium on the closing price as at 30 August 2011, the day before the Offer was announced, and a 29% premium on the one-month volume-weighted average price as at that date.

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

As the independent appraiser appointed by the Company’s Board of Directors, it is our responsibility to assess the fairness of the financial terms offered to Bouygues shareholders within the proposed Offer, pursuant to the provisions of the AMF General Regulations.

2. Statement of independence

Ricol Lasteyrie has no legal or ownership ties to the Company involved in the transaction or its advisers and has no financial interest in the success of the transaction, nor any claim on, or debt to, the Company involved in the transaction or any person or entity controlled by this Company within the meaning of Article L.233-3 of the Commercial Code.

There is no conflict of interest between Ricol Lasteyrie and the Company involved in the transaction or its advisers, particularly within the meaning of Articles 1.1 to 1.4 of AMF Instruction No. 2006-08 of 25 July 2006 on independent appraisers’ reports.

Over the past 18 months, we conducted an independent assessment for the TF1 Group, which is controlled by the Company, in order to allocate the acquisition price for the TMC and NT1 channels, in accordance with the IFRS 3 (revised) accounting standard. These assets are not significant at Group level, and the fees we received for our review represent less than 1% of Ricol Lasteyrie revenues.

The terms of reference of our mandate do not include repeated investigations with the presenting banks of this transaction, within the meaning of Article 261-4 I of the AMF General Regulation. Annex 2 lists the independent reviews conducted by Ricol Lasteyrie during the past two years and indicates the presenting banks for the transactions concerned.

Ricol Lasteyrie declares that it is not aware of any past, present or future relationship with the persons or entities involved in the proposed transaction or their advisers that may affect its independence and its objectivity of judgment in this mission.

3. Investigations conducted

The main focus of our investigations was to:

- Understand the specific context in which the proposed transaction would take place; - Examine the Group’s business areas by analysing its operating sectors, comparable companies and transactions carried out in similar business lines; - Analyse, in conjunction with the Company’s management, the history and outlook of its business lines (accounts and business plans); - Analyse the worsening economic conditions experienced in the summer of 2011 in order to assess their potential impact on the Group’s prospects; - Examine the various transactions that could impact on the Company share capital and analyse the latest proposed share buybacks; - Use generally accepted valuation methods as part of a multi-criteria analysis: share price, restated NAV, discounted cash flow (DCF), peer comparisons, comparable transactions and yield method; - Conduct a critical analysis of the valuation by the presenting banks; - Have a partner who was not involved in the mission conduct a quality control; - Prepare a report expressing our opinion on the fairness of the price offered within the Offer.

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

To accomplish our mission, we used documents and information provided by the Company and its advisers without being tasked to verify them. We obtained statements from the managers confirming the information essential to our mission.

In accordance with generally accepted practice regarding independent appraisals, we have not audited or reviewed the historical or forward-looking data used, as we were limited to confirming that they were reasonable and consistent.

4. Multi-criteria valuation of Bouygues

In our multi-criteria valuation of Bouygues, we used the following valuation methods:

- the Bouygues share price; - sum-of-the-parts based on the discounted cash flow (DCF) method and a comparison of peer multiples by business line; - discounted cash flows applied to the Group business plan (for cross-checking purposes). - reference to recent transactions in Company share capital (for cross-checking purposes).

We discarded the following methods:

Net book (carrying) value

This method did not seem pertinent as the book value of the Group’s assets is not represent of their actual value.

For information, Bouygues Group consolidated net book value amounted to €25.3 per share as at 30 June 2011.

Dividend yield

The dividend yield method consists in valuing a company on the basis of the dividends it pays out or intends to pay out.

It aims to reconstruct a theoretical share price based on the dividends paid out and the market rate of return.

This method is no longer widely used today as it depends on the company’s distribution policy, which is not governed solely by its ability to generate cash flow.

For information, taking the dividend of €1.60 per share paid by Bouygues in 2011 (in respect of 2010) and the current market rate of return for CAC 40 companies (5%), the value per share would work out at €32.

Sum-of-the-parts based on comparable transactions

The comparable transactions method is based on the analysis of multiples realised in corporate acquisitions in the industry in which the company being analysed operates. This approach is limited by the difficulty of obtaining comprehensive information about the targets and the transaction terms.

30

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

Since there has been no recent transaction involving companies sufficiently similar to the Bouygues Construction businesses or none for which we were able to obtain the necessary information, we did not use this approach.

For information, the valuation of the Telecoms and Media business line, for which we were able to identify recent comparable transactions, shows a 100% average enterprise value of €10.5 billion.

4.1 Valuation assumptions used to apply methods

We used the following elements in applying the methods referred to above:

4. 11 Number of shares

We used a number of shares of 357.3 million, based on: - the number of outstanding shares as at 31 August 2011, namely 356.3 million; - dilution by 0.99 million shares linked to two stock option plans exercisable on the basis of the Offer price of €30.

4. 12 Transition from enterprise value to equity value

We calculated enterprise values taking into account the Company’s shareholding in the various companies at the head of each business line. The adjustments between the Group’s enterprise value and the value of shareholders’ equity are as follows, based on the financial statements as at 30 June 2011: - net financial debt of €4,247 million taking into account the Company’s shareholding in the companies at the head of each business line; - portion of minority interests (in business lines): €53 million; - other non-current provisions of €417 million; - deferred tax assets relating to loss carry forwards recorded by Bouygues in its consolidated financial statements in the amount of €50 million; - non-current financial assets of €680 million; - value of interests in equity associates: . Cofiroute (16.1% of which is indirectly owned by Bouygues through Colas), is valued at its average value in the sums-of-the-parts assessments produced by financial analysts covering Bouygues. Note that the book value of Cofiroute stock in Bouygues consolidated financial statements as at 30 June 2011 was €485 million; . Alstom (the 30.7% Bouygues’ stake) is valued under the intrinsic value approach at its DCF value, and under the market approach at a value determined by reference to peer market values or its weighted average 1-month price at 15 September 2011. . Other interests in equity associates are valued at net book value, i.e. €152 million.

4.13 Conglomerate discount

We apply a conglomerate discount of 15% in line with the average discount applied by financial analysts to value the Group by sum-of-the-parts.

4.2 Main valuation methods used

4. 21 Share price 31

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

Bouygues shares (ISIN code FR0000120503) have been admitted to Euronext Paris Eurolist Compartment A and are represented in the CAC 40 index. The Bouygues Group has strong liquidity and is covered by a significant number of financial analysts, making the share price a particularly relevant benchmark.

The Company’s share price moved as shown below over the two years prior to 30 August 2011, the day before the Offer was announced:

Share price Share price since 31 August 2009 (in €) Volumes ( € ) (000) 45 6 000 11/05/2010: revenue 16/05/2011: results st 1st quarter 2010 ( - 2%) 1 quarter 2011 31/08/2010: results 40 six months 2010 5 000

35

30 4 000 01/12/2009: results 02/03/2010: results 9 months 2009 annual 2009 01/03/2011: results 02/12/2010 : results annual 2010 25 9 months 2010 (good sales for the Group) 3 000 20 30/08/2011: results 6 months 2011 + share buyback announced 15 2 000

10

1 000

5

0 0

Volumes Bouygues Bouygues CAC 40 rebased

Bouygues shares began to underperform the CAC 40 Index from the summer of 2010 and a material gap has opened up since 4 July 2011. Between 4 July and 30 August, its share price slipped by nearly 24% while the CAC 40 index declined by 21%.

Bouygues shares have historically strong liquidity, as shown in the table below:

Liquidity as at 30/08/2011 1 yr Volumes traded (in thousands) 384,865 Free-float 60.0% Turnover of free-float 175.1% Turnover of capital 105.1% Daily liquidity 0.7% sourc : datastream

Between 30 August 2010 and 30 August 2011, the free-float turnover was 175% and the share capital turnover was 105.1%.

The daily liquidity of the free-float averaged 0.7% over the year.

32

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

Between 4 July 2011, the date on which the share price began dropping sharply, and 30 August 2011, the share’s daily liquidity remained high at an average of 0.8% of the free- float traded.

This Offer, covering 11.7% of Bouygues share capital, will not impact the liquidity of the stock, as the free-float will remain significant (55.8%) at the end of the transaction (assuming a 100% contribution by shareholders).

Bouygues share prices, calculated over various periods to 30 August 2011, the last trading day before the Offer was announced, are as follows:

As at 30/08/2011 (in € per share) Spot price 23.1 Weighted avg/vol 1M 23.3 Weighted avg/vol 3M 26.6 Weighted avg/vol 6M 29.6 Weighted avg/vol 1yr 31.0 Weighted avg/vol 01/01/2011 30.6 Highest 1 yr 35.0 Lowest 1 yr 21.7 Source: datastream

After the Offer was announced, the share price bounced by nearly 16%, then stabilised between €24.2 and €26.7 with a weighted average price of €25.7. Its closing price on 15 September 2011 was €25.4.

In addition to the stock market price analysis, in the table below we present analysts’ share price targets published before the Offer was announced and the 2011 semi-annual financial statements were published.

Date Target price (12m) Natixis 22/07/2011 41.9 UBS 13/07/2011 28.0 Société Générale 04/07/2011 36.0 Morningstar Equity Research 23/06/2011 52.0 Deutsche Bank 27/06/2011 33.7 JP Morgan 27/05/2011 40.0 Goldman Sachs 19/05/2011 43.9 Morgan Stanley 17/05/2011 42.0 Exane 17/05/2011 40.0 CM-CIC 17/05/2011 39.5 Jefferies 17/05/2011 34.0 RBS 16/05/2011 35.0 Average target price prior to the announcement 38.8

In the research notes published after the Offer was announced and the semi-annual financial statements were published, financial analysts did not significantly change their earnings projections, but lowered their share price targets to an average €36.4.

4. 22 Sum-of-the-parts

This method consists in valuing a diversified Group by totalling up, following an asset approach, the value of its various activities (calculated using a multi-criteria approach

33

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

including, for example, the DCF method, comparable companies method, etc.), then deducting the current value of head office expenses and consolidated net debt and incorporating other assets and liabilities. This is a form of restated net asset value. This approach is particularly appropriate for the Bouygues Group as it has five business lines grouped into two divisions (Construction and Telecoms & Media).

Two types of valuation by sum-of-the-parts were used, based on a valuation of the various business lines and interests, by applying: - The discounted cash flow (DCF) method: this method consists in valuing each business line by calculating, based on a business plan, projected after-tax operating cash flow and, at the end of the plan, a terminal value, then discounting these flows and the terminal value using a coefficient reflecting the market’s required rate of return for the company; - comparable peers’ multiples: this method consists in valuing each business line by identifying a sample of listed companies that are comparable to the activities concerned and applying the sample companies’ multiples to the metrics of the business line being assessed. For listed companies (TF1 and Alstom), their market capitalisation was also used (1-month average as at 15 September 2011).

4.221 Sum-of-the-parts based on discounted cash flow

Business plan

We used the 2011-2013 business plan, which was prepared in accordance with the Group’s standard procedures in December 2010 and updated in August 2011 by Bouygues’ management.

Management confirmed to us that this business plan reflected its current best estimate of the development opportunities and risks of the Group’s business lines, taking into account in particular a possible deterioration in the economic environment as from 2012 and Bouygues Telecom’s latest investment assumptions. This assessment remains subject to many factors and uncertainties linked to risks and changes in general economic conditions.

As regards Bouygues’ 30.7% stake in Alstom, we made our own projections using analysts’ research notes on Alstom, which is not controlled by the Company.

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

Assumptions of business activity

We extrapolated over three years each business line’s business plans to converge on standardised growth, maintaining overall profit margins in line with recent margins.

Financial assumptions

We used a growth rate to infinity in line with those used by financial analysts in their sum-of- the-parts valuations.

We calculated the Weighted Average Cost of Capital (WACC) using: - average betas observed on samples of peer companies by business line. For the Telecom business, we only used the betas of mobile operators, which better reflect the business line’s current risk profile (presented below in 4.222); - a risk premium and a risk-free rate9 as at 31 August 2011 (source: Associés en Finance); - a target financial structure in line with the average of the sample of comparable indebted companies; - a cost of financial debt by business line.

We also calculated an average WACC over three months (Associés en Finance risk premiums and risk-free rates as at 30 June, 31 July and 31 August 2011) in order to reflect the fact that the currently high equity market risk premium (about 8%) might not be borne out in the coming months by downgrades to business forecasts.

Share premium 31/08/2011 Average 3 month share premium Zero-risk rate 2.70% Zero-risk rate 2.97% Risk premium 7.95% Risk premium 7.04% Market yield 10.65% Market yield 10.01% Source: Associés en Finance

This gave the following financial parameters:

WACC WACC Open-ended Business lines 31/08/11 3 month avg growth Bouygues Construction 11.8% 11.0% 1.5% Bouygues Immobilier 12.0% 11.0% 1.5% Colas 11.8% 11.0% 1.5% Bouygues Telecom 7.5% 7.2% 1.0% TF1 9.1% 8.5% 1.5% Alstom 11.9% 11.1% 2.0%

It should be noted that due to the high equity risk premiums in current market conditions (7% three-month average, 8% spot as at 31 August 2011), the discount rate is high. Using an average risk premium over 24 months (5.7%) would produce significantly lower discount rates (by 1 to 2 points depending on the business line).

Result of valuations

Our sum-of-the-parts approach (DCF-based intrinsic analysis) shows the following:

9 The risk-free rate is calculated using the difference between the expected market return (E(Rm)) and the risk premium

35

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

DCF sum-of-the-parts WACC WACC €million 31/08/2011 3 mnth avg Construction division (EV 100%) 7,075 7,613 Telecoms and Media division (EV 100%) 9,058 9,602 Minorities interests (divisions) -2,440 -2,616 Total of the divisions attributable to the Group 13,693 14,599 Equity associates 4,237 4,535 Present value of holding expenses -343 -369 Net financial debt -4,247 -4,247 Other 260 260 Revalued NAV before discount 13,600 14,778 Holding discount (15%) 2,040 2,217 Revalued NAV after discount 11,560 12,561 Number of shares (millions) 357.3 357.3 Value per share (€) 32.4 35.2

4.222 Sum-of-the-parts based on peer multiples

We used, per business line, peers in sectors that seemed to us to be the most comparable in terms of business activity, growth prospects and profit margin. We also opted for companies with satisfactory liquidity.

The comparable peers samples and multiples that we used are as follows (based on the 1- month average share price for comparable companies as at 15 September 2011):

Bouygues Construction and Colas

The sample, consisting of four European companies and one Australian company, is common to the two business lines. We used EBIT multiples, which are the most pertinent in this sector:

EV/EBIT Company Country 2011e 2012e 2013e ACS Spain 4.8 x 4.8 x 4.8 x Hochtief Germany 11.5 x 5.7 x 5.1 x Strabag Austria 7.0 x 6.8 x 6.6 x Skanska Sweden 8.6 x 7.6 x 7.0 x Leighton Holdings Australia n.a. 6.4 x 6.0 x Average 8.0 x 6.3 x 5.9 x

Bouygues Immobilier

The sample contains three French companies, which are reasonably comparable in terms of business activity. We also kept Maison France Confort in our sample, although it is a small company, because of its comparable profit margin. We used EBITDA and EBIT multiples:

36

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

EV/EBITDA EV/EBIT Company Country 2011e 2012e 2013e 2011e 2012e 2013e Kaufman et Broad France 3.5 x 2.7 x 2.6 x 3.9 x 2.9 x 2.9 x Nexity France 4.6 x 3.6 x 3.6 x 4.8 x 3.9 x 4.1 x Maisons France Confort France 3.3 x 3.6 x 3.4 x 3.6 x 4.0 x 4.2 x Average 3.8x 3.3x 3.2x 4.1x 3.6x 3.7x

Bouygues Telecom

The sample contains 15 European companies, including incumbent operators and mobile operators, since business models do converge, especially in High and Very High Speed Broadband. In accordance with valuation practices in the telecoms sector, we used EBITDA multiples:

EV/EBITDA Company Country 2011e 2012e 2013e KPN Netherlands 4.8 x 4.8 x 4.8 x Vodafone Group United Kingdom 4.0 x 4.7 x 4.6 x Belgacom Belgium 5.1 x 5.2 x 5.3 x Telefonica Spain 5.1 x 5.0 x 4.5 x Teliasonera Sweden 6.0 x 5.8 x 5.6 x France Telecom France 4.3 x 4.4 x 4.4 x Portugal Telecom Portugal 5.9 x 5.4 x 5.4 x Telecom Italia Italy 3.8 x 3.8 x 3.7 x Telekom Austria Austria 5.0 x 5.0 x 5.0 x Deutsche Telecom Germany 5.6 x 5.6 x 5.7 x Swisscom Switzerland 6.2 x 6.2 x 6.2 x Telenor Norway 4.6 x 4.2 x 3.9 x Tele 2 Sweden 6.2 x 5.6 x 5.1 x BT Group United Kingdom 4.1 x 3.9 x 3.9 x Mobistar Belgium 5.8 x 5.8 x 5.9 x Average 5.1 x 5.0 x 4.9 x

TF1

The sample contains seven European companies whose main activity is free-to-air TV. In accordance with valuation practices in the sector, we used EBITDA multiples. EBIT is affected by policies on amortising audiovisual rights, which differ from one company to another:

EV/EBITDA Company Country 2011e 2012e 2013e M6 France 5.1x 5.1x 4.9x Antena 3 Spain 7.0x 6.7x 6.2x Prosieben Germany 4.0x 4.0x 3.9x Mediaset Italy 6.5x 6.0x 5.5x ITV United Kingdom 5.0x 4.7x 4.5x Telecinco Spain 8.6x 7.7x 7.0x Modern Times Group Sweden 7.3x 6.7x 6.2x Average 6.2x 5.8x 5.5x

37

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

Alstom

The sample contains six European companies and one Canadian company, which are all major players in the sector. EBITDA and EBIT multiples were used:

EBITDA EBIT Company Country 2011e 2012e 2013e 2011e 2012e 2013e ABB Switzerland 7.7 x 7.0 x 6.4 x 9.0 x 8.1 x 7.5 x Andritz Austria 5.8 x 5.1 x 4.7 x 7.1 x 6.2 x 5.8 x Ansaldo STS Italy 5.4 x 4.8 x 4.5 x 6.0 x 5.3 x 5.0 x Bombardier Canada 5.7 x 4.7 x 3.8 x 7.5 x 6.1 x 4.8 x Invensys United Kingdom 7.1 x 5.1 x 4.7 x 9.1 x 6.4 x 6.0 x Siemens Germany 6.5 x 5.8 x 5.5 x 8.1 x 7.5 x 7.0 x Vestas Denmark 4.9 x 4.2 x 3.7 x 8.4 x 7.6 x 6.8 x Average 6.1 x 5.2 x 4.8 x 7.9 x 6.8 x 6.1 x

Result of valuation

Our sum-of-the-parts approach (market analysis) shows the following:

Sum-of-the-parts 1 month multiples as at 15 September 2011 €m Low High Construction division (EV 100%) 5,011 6,283 Telecoms and Media division (EV 100%) 8,690 9,067 Minorities interests (divisions) -2,022 -2,120 Total of the divisions attributable to the Group 11,679 13,229 Equity associates 3,590 4,169 Present value of holding expenses -331 -371 Net financial debt -4,247 -4,247 Other 260 260 Revalued NAV before discount 10,952 13,040 Holding discount (15%) 1,643 1,956 Revalued NAV after discount 9,309 11,084 Number of shares (millions) 357.3 357.3 Value per share (€) 26.1 31.0

Using the 1-month weighted average share price of TF1 and Alstom as at 15 September 2011, the value per share is within the range of €25.9 and €29.4.

4.3 Valuation methods used for illustration purposes

4. 31 Global DCF

In order to double check our valuation using the sum-of-the-parts method based on DCF per business line, we applied a global DCF by using the following assumptions: - the Group’s consolidated business plan, updated in August 2011 by management; - growth to infinity of 1.4% (weighted average of business line revenues); - standardised margin equal to margin forecasted at the end of the plan;

38

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

- WACC calculated from the beta of the Bouygues share (1.16) applied to the aforementioned parameters as at 31 August 2011 provided by Associés en Finance, and from the Group's present financial structure. This yielded a WACC of 9%.

The central share price was €31.9 per share, consistent with the sum-of-the-parts value presented above in section 4.221. This value was €34.6 per share using a 3–month average WACC.

4. 32 Reference to recent Company share capital transactions

4.321 Capital increases reserved for Group employees

The only recent transactions in Company share capital have been capital increases reserved for employees, which occurred: - on 30 November 2009 (creation of 9.88 million shares, representing 2.87% of the share capital, at a unit price of €19.49); - on 30 December 2010 (creation of 9.84 million shares, representing 2.77% of the share capital on the date the transaction was launched, at a unit price of €25.41).

After neutralising the discounts usually applied in such transactions, these transactions give a range of reference values before discount of between €27.2 and €31.8.

4.322 Share buybacks already carried out on the market

In 2010 and 2011, the Bouygues Group repurchased shares on the market, summarised below:

Shares bought in €m Avg. (€/share) (thousands) Q1 2010 - - - Q2 2010 1,310 45 34.2 Q3 2010 3,510 110 31.3 Q4 2010 - - - Q1 2011 4,583 150 32.8 Q2 2011 570 19 32.5 Total 2010 4,820 155 32.1 Total 2011 5,153 169 32.8 Total 2010/2011 9,973 324 32.5

The average acquisition price over the last 18 months was €32.5 per share. In 2010, shares were bought back at an average price of €32.1 and in 2011 at an average price of €32.8.

5. Analysis of valuation work by presenting banks

The banks presenting the transaction prepared the appraisal elements described in section 2 of the offer document.

We analysed these elements and contacted the bank’s representatives to review them.

In their work, the banks used three main valuation methods: - the share price; - a sum-of-the-parts method based on DCF per business line; - a sum-of-the-parts method based on peer multiples per business line.

They discarded the following methods:

39

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

- net book value; - dividend discount; - valuation methods using a “global” approach of Bouygues, the Company being a diversified holding entity; - analysts’ target prices.

We have no comments to make about the appropriateness of the methods used, which are the same as the methods that we mainly used. As regards the methods discarded by the banks, we also discarded the net book value method and the dividend discount method. However: - we used a global DCF approach for the purposes of illustration; - target share prices are incorporated in our analysis of the share price; - we also used, for the purposes of illustration, information on recent Company share capital transactions (capital increases reserved for employees in 2009 and 2010 and share buybacks on the market).

5.1 Share price

The presenting banks consider that long-term averages (6 and 12 months) are not relevant. We however use the 6-month average because it illustrates the value of Bouygues outside the current uncertain environment.

5.2 Sum-of-the-parts method based on DCF per business line

We have the following main comments to make on the sum-of-the-parts approach based on the DCF method used by the presenting banks: - EBITDA margins per business line are estimated over the 2014-2016 extrapolation period using average EBITDA margins by business line in 2011-2013, whereas we use a margin level in line with the last year of the business plan by business line; - Our WACCs per business line are different from those used by the presenting banks, due to the use of different sources for calculating the level of equity risk premiums and betas. The most notable differences concern the Construction division (10%-11% used by the banks, 11%-12% by us) and the Telecom business line (8.5% by the banks, 7.5% by us); - The presenting banks valued Alstom at its 1-month weighted average share price due to the absence of Company control in this interest, whereas we valued Alstom at its DCF value, applying an “intrinsic” valuation method to a shareholding held with a long- term objective. In present market conditions, the market value of this asset appears to be significantly lower than its intrinsic value; - We have no significant difference concerning the valuation of the other assets and liabilities, or the level of the conglomerate discount.

5.3 Market sum-of-the-parts

We have the following main comments to make on the market sum-of-the-parts approach used by the presenting banks (based on comparable peer multiples or market capitalisation for listed companies in the case of sufficient liquidity), regarding the peer samples used by business line: - Bouygues Construction and Colas: the presenting banks used implied multiples for the “Construction” and “Roads” divisions taken from sum-of-the-parts valuations prepared by financial analysts on the Vinci and Eiffage Groups. We used a sample of listed companies that we considered comparable; 40

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

- Bouygues Telecom: the banks put together two different samples, a “European mobile operators” sample and a “European incumbent operators” sample, whereas we used a single global sample. In our opinion, the business models of incumbent and mobile operators converge, especially on the High and Very High Speed market; - Bouygues Immobilier: the banks did not use Maisons France Confort in their sample of comparable companies, whereas we did because we considered it comparable to Bouygues Immobilier in terms of margin.

6. Summary of our work

6.1 Values applied

With the completion of our work, the price offered in the context of the Offer, i.e. €30 per Bouygues share, comprises the following premiums and discounts relative to the values obtained using the valuation methods we deemed relevant:

Comparative summary of the results of Ricol Lasteyrie and presenting banks - Value per Bouygues share € Premium/(discount) € Premium/(discount) Ricol, Lasteyrie at 30 € Presenting banks at 30 € low high low high low high low high Principal methods applied Valuation criteria applied Share price 23.1 29.6 29.9% 1.4% Share price 23.1 26.6 29.9% 12.8% Sum of DCF shares 32.4 35.2 (7.3%) (14.7%) Sum of DCF shares 28.5 34.7 5.3% (13.5%) Sum of market shares 25.9 31.0 15.8% (3.3%) Sum of market shares 27.3 31.1 9.9% (3.5%) Other methods applied Global DCF 31.9 34.6 (5.8%) (13.2%)

Transactions involving Bouygues shares 27.2 32.8 10.3% (8.5%)

6.2 Certification of fairness of the offered price

Our report was prepared in the context of a public share repurchase offer, for which the purchasing Company has appointed us as independent appraiser pursuant to Article 261-3 of the AMF General Regulation.

SCDM, the company controlled by Messrs. Martin and Olivier Bouygues, informed the Company of its commitment not to contribute its shares to the Offer.

Upon completion of our work, we noted that the price of €30 per Bouygues share offered under this Offer comprises:

- a 30% premium over the spot price as of 30 August 2011, just prior to the announcement of the transaction, and premiums of 1% to 13% over the 6-month and 3-month weighted average share prices;

- discounts ranging from 7% to 15% on the intrinsic values obtained by discounting cash flows obtained from the Company’s most recent business plans at a spot market rate of return as of 31 August 2011 and at a 3-month market rate;

- discounts/premiums ranging from -3% to +16% on the market values obtained by applying multiples of comparable companies by business line.

Since the Company is offering to repurchase its own shares, the fairness of the offered price must be assessed with regard to the situation of shareholders, whether or not they contribute their shares to the Offer. In this specific case, the Offer targets a maximum of 41.6 million shares, or 11.7% of the share capital; in the event that the number of shares contributed by shareholders exceeds the number of shares covered, a reduction mechanism

41

Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

will be applied to each vendor shareholder pro rata the number of shares held, with no shareholder then being able to contribute all their shares to the Offer.

Within this framework, the price must represent a balance between, on the one hand, a short-term market value and, on the other hand, an intrinsic value, assuming a longer-term view and reflecting the share’s upside potential.

In this specific case, the price of €30 proposed as part of this deal offers a premium over market values (share price and comparative approaches), justifying an interest in selling by those shareholders who so wish, as well as a reasonable discount relative to the Company’s intrinsic values (DCF analyses), justifying an interest by shareholders who continue to hold company equities in having the company repurchase its own shares.

Accordingly, on these grounds, we are of the opinion that the price of €30 is fair to Bouygues’ shareholders from a financial point of view, in the context of a voluntary Offer for all shareholders.

Done at Paris, 20 September 2011

Jean-François Sablier Sonia Bonnet-Bernard

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

ANNEXES

ANNEX 1: PROFILE OF RICOL LASTEYRIE

With a tight team of professionals recognised in their specialist fields, Ricol Lasteyrie has been operating since it was formed in all fields relating to financial analysis and company valuation, ranging from: - legal mandates: auditors in contributions and mergers; - contractual mandates: independent appraiser reports; company valuation and arbitration.

Over the years Ricol Lasteyrie has acquired recognised experience in operations that require special assessments of fairness for shareholders and, more generally, independent appraiser reports and certifications of fairness.

Ricol Lasteyrie has a quality charter, which can be downloaded from its website: www.ricol- lasteyrie.fr

ANNEX 2: LIST OF INDEPENDENT APPRAISER MANDATES RECENTLY CARRIED OUT BY RICOL LASTEYRIE

Since January 2009, Ricol Lasteyrie has acted as independent appraiser in the following transactions relating to companies whose shares are listed on a regulated market:

Date Target Initiator Presenting Bank Offer type

Groupe Outremer July 2011 OMT Invest Société Générale Simplified Takeover bid Telecom May 2011 Gecimed Gecina Natixis Squeeze-out delisting Electricité et Eaux de May 2011 Electricité et Eaux de Madagascar Oddo Corporate Finance Share Buyback Madagascar March 2011 SFERT Manitou Lazard Merger February 2011 Siparex Croissance Siparex Croissance Neuflize OBC (groupe ABN) Share Buyback February 2011 Standing offer followed by Emailvision EMV Holdco SAS Oddo Corporate Finance August 2010 a Squeeze-out delisting

July 2010 APRR Eiffarie Société Générale Squeeze-out July 2010 Ginger Grontmij RBS Takeover bid May 2010 IMS Jacquet Metals Crédit Agricol CIB / Messier Partners Merger March 2010 Elf Aquitaine TOTAL S.A. BNP Paribas Squeeze-out delisting February 2010 Siparex Croissance Siparex Croissance Neuflize OBC (groupe ABN) Share Buyback April 2009 Gecimed Gecina Oddo Corporate Finance Cash and exchange takeover bid January 2009 Distriborg Wessanen France Holding SAS ING Squeeze-out delisting January 2009 Wavecom Sierra Wireless France SAS Lazard Takeover bid

ANNEX 3: MEMBERSHIP OF A PROFESSIONAL ASSOCIATION RECOGNISED BY THE FRENCH FINANCIAL MARKETS AUTHORITY (AMF)

Ricol Lasteyrie has belonged to the French Professional Association of Independent appraisers (Association Professionnelle des Experts Indépendants), recognised by the AMF pursuant to Article 263-1 of its General Regulation, since 1 July 2008.

Ricol Lasteyrie also follows a quality charter that imposes procedures aimed at protecting the independence of the company and preventing situations where there is a conflict of interest, as well as controlling, in each mandate, the quality of the work performed and of the reports before they are issued.

ANNEX 4: FEES

For this mandate, our fees amounted to €800,000 excluding taxes and expenses.

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

ANNEX 5: DESCRIPTION OF INVESTIGATIONS PERFORMED

We implemented the following work program: Review the transaction and accept the assignment. Identify the risks and direct the assignment. Collect the information and data necessary for the assignment. Analyse and understand the context of the transaction. Review the Group’s accounting and financial documentation. Analyse the business plans in liaison with the Company’s management. Perform a share price analysis: • Analysis of liquidity • Analysis of share price movements Construct an approach based on future flows, per business line. Implement comparative methods: • Market comparables • Research comparable transactions Cross-check with global DCF Analyse the presenting banks’ report Obtain an affirmation letter from the Company’s representatives Summary memo Independent review Produce the report Present the conclusions to the Company

ANNEX 6: ANALYSIS SCHEDULE

. Meeting to launch the assignment with Bouygues management and in the presence of a presenting bank: 16 August 2011 . Receipt of the initial draft valuation report of the presenting banks: 18 August 2011 . Meetings to analyse the business plans with the Company’s management: 23 and 25 August 2011 . Meetings concerning the business plans and long-term assumptions with Company management: 1 September and 13 September 2011 . Meeting with one of the presenting banks: 5 September 2011 . Presentation of the report to the Board: 20 September 2011

ANNEX 7: LIST OF PEOPLE MET AND/OR CONTACTED

Bouygues Philippe Marien – Deputy Chief Executive Officer Georges Colombani – Central Treasury Director Jacques Bernard – Central Strategy Director Gilles Zancanaro – Central Accounting Director

Rothschild, co-presenting bank Grégoire Chertok - General Partner François de Breteuil - Managing Director Matthieu Mourette - Assistant Director Amine Hammoudi - Manager Alexandre Zovic - Analyst

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Assessment of the offer price in the public share repurchase offer initiated by Bouygues Group.

ANNEX 8: INFORMATION SOURCES USED

. Material information communicated by the Company: - Financial statements for 2010 and as at 30 June 2011 and detailed accounts - Consolidated business plans and per business line - Detail of share capital transactions - Analysts’ research notes and ratings . Material information communicated by the presenting bank: - Valuation report . Market information: - Financial analysis and comparable transactions: Thomson One Banker - Market data: Datastream and Associés en Finance

ANNEX 9: PERSONNEL INVOLVED IN CARRYING OUT THE ASSIGNMENT

The assignment was conducted by Sonia Bonnet-Bernard and Jean-François Sablier, managing partners of Ricol Lasteyrie, assisted by Tanguy du Chesnay (partner), Marion Bougel (manager), Fiona Blaise, Dorra Basti, Aymeric Jourdan, Jean-Laurent Lebon and Gautier de Tilly (all five of them analysts).

The independent review was performed by Gilles Vantelon (partner) and the certification committee met on 15 and 16 September 2011.

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4 REASONED OPINION OF THE BOARD OF DIRECTORS OF BOUYGUES

The Board of Directors of Bouygues issued the following reasoned opinion on the Offer at a meeting attended by all Directors except Patricia Barbizet, Mrs Francis Bouygues and Hervé Le Bouc, who were represented:

“The Board of Directors of Bouygues met on 20 September 2011 to decide on the filing by the Company of a public repurchase offer (the “Offer”) for a maximum of 41,666,666 of its own shares, representing 11.7% of the share capital and at least 8.7% of the total voting rights. The Chairman of the Board described the Offer’s main procedures to the Board.

1. The Board of Directors of Bouygues reviewed the draft offer document which is expected to be filed today with the Autorité des Marchés Financiers and which contains the valuation work conducted by Rothschild & Cie Banque, BNP Paribas, Crédit Agricole CIB, HSBC France and Société Générale. In this respect, the Board of Directors noted that the Offer is an opportunity for shareholders wishing to sell their shares to do so at a price offering them the following premiums over recent prices:

• 30% over the closing price of 30 August 2011 (day before the Offer was announced); • 29% over the one-month weighted average share price prior to the announcement of the Offer.

The Board also noted that the proposed transaction would have an accretive impact on earnings per share, in proportion to the Offer take-up, for shareholders who choose not to tender their shares (approximately 11%, assuming 100% take-up).

Ricol Lasteyrie, represented by Ms. Sonia Bonnet-Bernard, acting as independent appraiser appointed by the Company pursuant to the provisions of Article 261-3 of the General Regulation of the Autorité des Marchés Financiers to deliver a fairness opinion on the financial terms of the Offer, concluded that the Offer price was fair to all shareholders whether they choose to tender their shares or not. The Board took note.

2. The Board of Directors further noted that carrying out the Offer was not expected to have an impact on the employment policy, strategy or dividends policy of the Bouygues Group. It was also established that the Offer would have no general impact on Bouygues’ financial situation even in the event of 100% of the targeted shares being actually repurchased; in such case, the Group’s proforma net debt as of 31 December 2010 would amount to €3.7 billion, compared with proforma shareholders’ equity of €9.3 billion as of the same date. The proforma net debt/EBITDA ratio would therefore be 1.1x as of 31 December 2010.

3. Directors were also reminded of the undertaking by SCDM – the company controlled by Messrs. Martin and Olivier Bouygues which currently holds 18.6% of Bouygues’ share capital – not to tender its shares to the Offer, and took this point into consideration when issuing their reasoned opinion.

4. After further discussions, all members of the Board of Directors, present or represented, having noted, inter alia, the report of the independent appraiser which concluded that the price of the Offer was fair to all Bouygues’ shareholders, unanimously decided that the implementation of the Offer was in the interest of Bouygues, its shareholders and its employees.”

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5 INFORMATION ON THE COMPANY

Pursuant to the provisions of Article 231-28 of the AMF General Regulation, information about Bouygues, in particular its legal, financial and accounting characteristics, will be filed with the AMF no later than the day before the Offer opens.

This information, which will be contained in a specific disclosure document drawn up by the Company, will be available on the websites of the AMF (www.amf-france.org) and of Bouygues (http://www.bouygues.com), and may be obtained free of charge from:

- Bouygues: 32, Avenue Hoche, 75008 Paris, France - BNP Paribas: 4, rue d’Antin, 75002 Paris, France - Crédit Agricole Corporate and Investment Bank: 9 quai du Président Paul Doumer, 92920 Paris La Défense, France - HSBC France: 103, Avenue des Champs Elysées, 75008 Paris, France - Rothschild & Cie Banque: 23 Bis, Avenue de Messine, 75008 Paris, France - Société Générale: CORI/M&A/FRA, 75886 Paris Cedex 18, France

6 THOSE RESPONSIBLE FOR THE OFFER DOCUMENT

For the presentation of the Offer

“Pursuant to Article 231-18 of the AMF General Regulation, BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC France, Rothschild & Cie Banque and Société Générale, presenting institutions of the Offer, certify that to their knowledge, the presentation of the Offer, which they have examined based on the information provided by Bouygues, and the elements for appraising the price proposed reflect the facts and contain no omission likely to alter the scope thereof.”

BNP Paribas Crédit Agricole HSBC France Rothschild & Cie Société Générale Corporate and Banque Investment Bank

For the Company

"To our knowledge, the data in the offer document reflect the facts and contain no omission likely to alter the scope thereof."

Martin Bouygues Chairman & CEO

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