2018 REGISTRATION DOCUMENT BUSINESS ACTIVITIES AND CSR FULL-YEAR FINANCIAL REPORT CONTENTS Interview with the Chairman and CEO 2 1 THE GROUP FY FR 56 INFORMATION ON THE COMPANY FY FR 237 1.1 Profile SEFP 66.1 Legal information 238 1.2 Bouygues and its shareholders 15 6.2 Share capital 241 1.3 2018 financial year 17 6.3 Share ownership 248 1.4 Main events since 1 January 2019 23 6.4 Stock options and performance shares 249 6.5 Stock market information 254 2 BUSINESS ACTIVITIES FY FR 25 6.6 Information on auditors 257 6.7 Bouygues (parent company) results for the last five 2.1 Construction businesses 26 financial years 258 2.2 TF1 45 2.3 Bouygues Telecom 51 7 FINANCIAL STATEMENTS FY FR 261 2.4 Bouygues SA 57 7.1 Consolidated financial statements 262 2.5 Alstom 60 7.2 Auditors’ report on the consolidated financial statements 371 3 STATEMENT ON EXTRA-FINANCIAL 7.3 Parent company financial statements PERFORMANCE (SEFP) FY FR SEFP 63 (French GAAP) 377 7.4 Auditors’ report on the parent company financial 3.1 The Bouygues Group’s corporate social statements 392 responsibility policy 64 3.2 Human resources information 69 3.3 Environmental information 96 8 COMBINED ANNUAL GENERAL 3.4 Social information 123 MEETING OF 25 APRIL 2019 389 3.5 Independent verifier’s report 142 8.1 Agenda 390 8.2 Board of Directors’ report on the resolutions 4 RISK FACTORS FY FR 145 submitted to the Combined Annual General Meeting FY FR 391 4.1 Business-specific risks 146 8.3 Auditors’ reports 402 4.2 Financial risks relating to the effects 8.4 Draft resolutions 412 of climate change 163 4.3 Market risks 164 GLOSSARY 425 4.4 Claims and litigation 167 4.5 Vigilance plan 171 4.6 Internal control and risk management CONCORDANCE 427 procedures relating to the preparation and processing of accounting and financial Information required by Annex 1, EU Regulation information 178 No. 809/2004 427 4.7 Insurance – Risk coverage 181 Historical financial information for 2016 and 2017 429 Human resources, environmental and social information 431 5 CORPORATE GOVERNANCE FY FR 183 Report on corporate governance 432 5.1 Information on corporate officers at 31 December 2018 185 STATEMENT BY THE PERSON RESPONSIBLE 5.2 Chairman and Chief Executive Officer 192 FOR THE REGISTRATION DOCUMENT FY FR 434 5.3 Board of Directors 193 5.4 Remuneration of corporate officers 216 MORE ABOUT BOUYGUES 5.5 Other information 233 Elements from the following documents are clearly identifi ed in the contents by pictograms: • FY FR Full-year Financial Report • SEFP Statement on Extra-Financial Performance 2018 REGISTRATION DOCUMENT BUSINESS ACTIVITIES AND CSR – FULL-YEAR FINANCIAL REPORT The R egistration Document can be consulted and downloaded from the www.bouygues.com website This document is a free translation of the Registration Document fi led with the Autorité des Marchés Financiers (AMF) on 20 March 2019, pursuant to Article 212–13 of the AMF General Regulation. It may be used in support of a fi nancial transaction if supplemented by a stock exchange prospectus bearing an AMF visa. This document has been prepared by the issuer and its signatories may be held liable for it. INTERVIEW MARTIN BOUYGUES CHAIRMAN AND CEO WHAT WERE THE STAND-OUT HOW IS THE FINANCIAL SITUATION? FEATURES OF 2018 ANNUAL RESULTS? Bouygues has a healthy and solid financial Headcount An increase in current operating profi t was a position. Net debt at 31 December 2018 was stand-out feature of 2018, driven by strong growth €3.7 billion versus €1.9 billion at 31 December 2017. 129,000 in results at Bouygues Telecom, despite a dip in The change mainly refl ects recent acquisitions profi tability in the construction businesses. (the Miller McAsphalt group, aufeminin and The Group reported sales of €35.6 billion in 2018, Alpiq Engineering Services). up 8% over 2017 (up 3% like-for-like and at The Bouygues group also has a high level of constant exchange rates). Current operating profi t available cash of €10 billion at end-2018. was €1,511 million versus €1,406 million in 2017. In 2018, Moody’s and Standard & Poor’s Worldwide presence Finally, net profi t attributable to the Group in 2018 recognised the Group’s commitment to was €1,311 million, up €229 million year-on-year. maintaining a robust fi nancial situation by rating COUNTRIES 93 Excluding exceptional items the figure was Bouygues A3, stable outlook, and BBB+, positive €1,047 million, giving a year-on-year rise of 15%. outlook, respectively. HOW DO YOU JUDGE THE GROUP’S WHAT DIVIDEND WILL YOU PAY YOUR COMMERCIAL PERFORMANCE? SHAREHOLDERS? Sales Robust commercial momentum in all activities The Board of Directors will ask at the Annual € bn 35.6 was another feature of 2018. Bouygues Telecom General Meeting of 25 April 2019 for the approval gained 573,000 new mobile plan customers of a dividend payment of €1.70 per share, the excluding MtoM and 304,000 new FTTH same as in 2017. customers, the backlog in the construction businesses was a record €33.1 billion, up 7% at constant exchange rates year-on-year, and WHAT WERE THE KEY EVENTS Net profi t attributable TV advertising sales at TF1’s fi ve unencrypted OF THE YEAR IN HUMAN RESOURCES? to the Group channels rose 1% year-on-year. €1,311 m Bouygues believes that gender equality, which is a source of strength, creativity and cohesion, is a genuine driver of performance and an Data at 31 December 2018 accelerator of the Group’s transformation. On that note, a partnership was concluded with the Robust competitive Women’s Forum to underline our determination to contribute to a better gender balance within the advantages Group, especially in positions of responsibility. For in an upbeat example, the Bouygues group intends to increase the proportion of women managers in France, environment aiming for 20% in 2020, up from 16% in 2015. 2 • BOUYGUES • 2018 REGISTRATION DOCUMENT INTERVIEW Diversity is also a driver of performance and should be encouraged. In order to motivate its employees and attract new talent, the Bouygues group also intends to offer rewarding career paths and well-being by adapting to changes in the world of work. The award of “Top Employer France” certifi cation for all our subsidiaries for the second year running recognises the investment on these issues by all our teams. We were recognised particularly for employee well-being, internal job mobility and gender equality. REGARDING PATRONAGE, YOU HAVE TAKEN IMPORTANT DECISIONS CONCERNING THE FRANCIS BOUYGUES FOUNDATION. CAN YOU TELL US MORE? Since its creation in 2005, the Francis Bouygues Foundation has helped motivated school leavers facing fi nancial diffi culty to continue their studies in higher education. 789 young people to date have benefited from grants and individual support from Group employees. The results are THE PLANNED MERGER OF ALSTOM WHAT IS THE OUTLOOK conclusive, and the needs are vast. That is why AND SIEMENS MOBILITY WILL NOT FOR THE GROUP? the Foundation’s Board has decided to increase NOW TAKE PLACE. WHAT IS YOUR the number of grant holders per intake from 60 to REACTION? The Group’s activities are positioned on 100 from 2019. markets that offer opportunities for growth: in Since end-2017, Alstom and Siemens Mobility the construction businesses, strong worldwide had been working on a plan to merge their demand for complex projects, more sophisticated WHERE DOES BOUYGUES STAND activities in order to create a European champion and integrated offers, and maintenance; in media, IN TERMS OF RECOGNITION in transportation. We supported the project. signifi cant appetite for premium and exclusive OF ITS CORPORATE AND However, the European Commission vetoed the video content that can be monetised; and in SOCIAL RESPONSIBILITY POLICY plan on 6 February 2019 despite the remedies telecoms, an explosion in B2C and B2B fi xed and BY INTERNATIONAL SRI a PLAYERS? proposed by the two fi rms. mobile usage. With a robust fi nancial structure and a record We are proud that our commitment to CSR In this upbeat environment, Bouygues can draw backlog that represents fi ve years of sales, Alstom has been recognised by the Carbon Disclosure on its robust competitive advantages to improve will now focus on pursuing growth in an upbeat Project, which has restored the Group to its its profi tability and also generate €300 million market. Bouygues, which held 27.8% of Alstom’s b prestigious A List, which distinguishes the of free cash fl ow at Bouygues Telecom in 2019. capital at 31 December 2018, is confident in world’s 139 leading businesses in terms of their Within two years, the Group also intends to the future of Alstom and its ability to pursue its c carbon, energy and climate strategy. Bouygues is increase its free cash fl ow generation after WCR development. currently ranked in four SRI indices: STOXX Global to €1 billion thanks to the contribution of its three ESG Leaders, Euronext Vigeo Eurozone 120 and sectors of activity. Europe 120, and FTSE4Good Index. (a) Socially Responsible Investment. INTEGRATED REPORT (b) Free cash fl ow = cash fl ow minus cost of net debt minus income tax expense minus net capital expenditure. Bouygues’ Integrated Report It is calculated before changes in WCR. will be online on (c) Free cash fl ow after WCR = cash fl ow minus cost of net debt minus income tax expense minus net 25 April 2019 at bouygues.com capital expenditure. It is calculated after changes in WCR related to operating activities and excluding 5G frequencies.