CORPORATE GOVERNANCE, INTERNAL CONTROL AND RISK MANAGEMENT 5 5.1 Information on corporate 5.4 Remuneration of corporate offi cers at 31 December 2015 162 offi cers – Stock options granted to corporate offi cers Chairman and CEO 162 and Group employees 194 Deputy CEO 162 5.4.1 Remuneration 194 Directors 163 5.4.2 2015 Report on stock options and performance shares 204 5.2 Report by the Chairman of the Board of Directors 168 5.5 Information on auditors 209 5.2.1 Corporate governance 168 5.5.1 Statutory auditors 209 5.2.2 Internal control and risk management procedures 185 5.5.2 Alternate auditors 209 5.2.3 Other information 192 5.5.3 Fees paid by the Group to the auditors and members of their networks 209 5.3 Auditors’ report on the Report by the Chairman 193

BOUYGUES I 2015 Registration Document 161 CORPORATE GOVERNANCE, INTERNAL CONTROL AND RISK MANAGEMENT 5 Information on corporate offi cers at 31 December 2015

5.1 Information on corporate offi cers at 31 December 2015

Chairman and CEO Deputy CEO

Martin Bouygues Olivier Bouygues

32 avenue Hoche, 75008 Paris, 32 avenue Hoche, 75008 Paris, France Date of birth: 3 May 1952 – French Date of birth: 14 September 1950 – French Date of fi rst appointment: 21 January 1982 Date of fi rst appointment: 5 June 1984 Expiry date of current term of offi ce: 2018 Expiry date of current term of offi ce: 2016 Number of shares in the company: 347,196 (77,057,778 via SCDM) Number of shares in the company: 531 (70,057,778 via SCDM)

Expertise/experience Standing representative of SCDM and director Martin Bouygues joined the Bouygues group in 1974 as a works Expertise/experience supervisor. In 1978, he established Maison Bouygues, specialising in Olivier Bouygues is a graduate of École Nationale Supérieure du Pétrole the sale of catalogue homes. In 1987, Martin Bouygues was appointed (ENSPM) and joined the Bouygues group in 1974. He began his career in Vice-Chairman of the Bouygues Board of Directors, on which he has the Group civil works branch. From 1983 to 1988 at Bouygues Offshore, served since 1982. On 5 September 1989, Martin Bouygues took over he held the posts of director of Boscam, a Cameroon subsidiary, then from Francis Bouygues as Chairman and CEO of Bouygues. At Martin director of the France Works and Special Projects division. From 1988 Bouygues’ instigation, the Group pursued its development in construction to 1992, he was Chairman and CEO of Maison Bouygues. In 1992, he as well as in media (TF1) and launched in 1996. became Group Executive Vice President of Utilities Management, which In 2006, Bouygues acquired a stake in . grouped the international and French activities of Saur. In 2002, Olivier Principal positions outside Bouygues SA Bouygues was appointed Deputy CEO of Bouygues. Chairman of SCDM. Principal positions outside Bouygues SA Other positions and functions in the Group CEO of SCDM. In France: Director of TF1a ; member of the Board of Directors of the Francis Other positions and functions in the Group Bouygues Foundation. In France: Director of TF1 a, Colas a, Bouygues Telecom and Other positions and functions outside the Group Bouygues Construction. In France: Member of the supervisory board and the strategy committee of Outside France: Chairman of the Board of Directors of Bouygues Europe Paris-Orléans a; standing representative of SCDM and Chairman of Actiby (Belgium) . and SCDM Participations. Other positions and functions outside the Group Outside France: Member of the Board of Directors of the Skolkovo In France: Director of Alstom a; Chairman of Sagri-E and Sagri-F. Foundation (Russia). Outside France: Director of SCDM Energy Limited; Chairman and CEO Former positions and functions during the last five years of Seci (Ivory Coast). (outside the Group) 2015 – Standing representative of SCDM and Chairman of SCDM Invest-3. Former positions and functions during the last five years (outside the Group) 2015 – Chairman of SCDM Énergie; director of Eranove (former-Finagestion), Sodeci a (Ivory Coast), CIE a (Ivory Coast) and Sénégalaise des Eaux (Senegal); liquidator of SIR. 2014 – Director of Eurosport. 2011 – Standing representative of SCDM, Chairman of SCDM Énergie; non-partner manager of Sib.

(a) Listed company.

162 BOUYGUES I 2015 Registration Document CORPORATE GOVERNANCE, INTERNAL CONTROL AND RISK MANAGEMENT Information on corporate offi cers at 31 December 2015

Directors Jean-Paul Chiffl et 75 bis, rue Vaneau, 75007 Paris, France Michel Bardou Date of birth: 3 September 1949 – French Date of fi rst appointment: 25 April 2013 1 avenue Eugène Freyssinet 78280 , France Expiry date of current term of offi ce: 2016 Date of birth: 4 April 1955 – French Number of shares in the company: 500 Date of fi rst appointment: 20 May 2014 Member of the Selection Committee Expiry date of current term of offi ce: 2016 Expertise/experience Director representing employees Jean-Paul Chiffl et is a graduate of Institut des Hautes Finances in Paris. Member of the Remuneration Committee He joined the Crédit Agricole group in 1973 where he was successively Expertise/experience head of sales coordination at Crédit Agricole du Sud-Est Regional Bank, Michel Bardou is an engineering graduate of École Spéciale des Travaux Corporate Secretary at Crédit Agricole de la Drôme Regional Bank then Publics (ESTP). He joined the Habitat unit, new housing methods, of the at Crédit Agricole du Sud-Est Regional Bank, head of development and Bouygues group in January 1982. He then took charge of new technical credit at Crédit Agricole du Sud-Est Regional Bank, and deputy CEO departments (cost analysis and design offi ce). As a member of the Health of Crédit Agricole Ain – Saône & Loire Regional Bank and then Crédit & Safety Committee, he set up an accident prevention department for Agricole Centre-Est Regional Bank. In 1997, he was appointed head of Habitat Social. He is currently in charge of Research and Development relations with the Regional Banks at Caisse Nationale de Crédit Agricole at Bouygues Bâtiment Ile-de-France – Habitat Social. (CNCA) and was appointed CEO of Crédit Agricole Centre-Est in 2000. From 2006 to 2010, Jean-Paul Chiffl et served as corporate secretary of Principal positions outside Bouygues SA Fédération Nationale du Crédit Agricole (FNCA), Vice-Chairman of SAS Innovation Director at Bouygues Bâtiment Ile-de-France – Habitat Social. Rue La Boétie, and a director of Calyon, LCL and Siparex Associés. From 2007 to 2010, he sat on the Conseil Économique et Social. He was Chairman of Fédération Bancaire Française (FBF) from July 2012 to François Bertière July 2013 and CEO of Crédit Agricole SA from March 2010 to May 2015.

3 boulevard Gallieni, 92130 Issy-les-Moulineaux, France Principal positions outside Bouygues SA Date of birth: 17 September 1950 – French Chairman of the Board of Directors of Amundi Group. Date of fi rst appointment: 27 April 2006 Other positions and functions outside the Group Expiry date of current term of offi ce: 2018 Number of shares in the company: 56,293 Outside France: Chairman of CA Indosuez (Switzerland) SA (Switzerland). 5 Expertise/experience Former positions and functions during the last five years (outside the Group) François Bertière graduated from École Polytechnique and École 2015 – Chairman of LCL, Crédit Agricole CIB, Crédit Agricole SA and Nationale des Ponts et Chaussées, and is a qualifi ed architect (DPLG). member of the Executive Committee of Fédération Bancaire Française He began his career in 1974 in the Infrastructure Ministry. In 1977, he (FBF). was appointed technical advisor to the offi ce of the French Ministry of 2013 – Chairman of Fédération Bancaire Française (FBF). Education, then deputy director in charge of planning at the Regional Infrastructure Department of Upper Corsica in 1978. In 1981, he beca