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2017

REGISTRATION

DOCUMENT

BUSINESS ACTIVITIES AND CSR

FULL-YEAR FINANCIAL REPORT

CONTENTS

Elements included in the Full-year Financial Report are clearly identi“ ed in the contents by the pictogram.

Interview with the Chairman and CEO 2

1THE GROUP 5

1.1 Profile 6

1.2 Bouygues and its shareholders 15

1.3 2017 financial year 17

1.4 Main events since 1 January 2018 26

2BUSINESS ACTIVITIES 29

2.1 Construction businesses 30

2.2 TF1 51

2.3 Bouygues Telecom 57

2.4 Bouygues SA 63

2.5 Alstom 66

3HUMAN RESOURCES,

ENVIRONMENTAL AND

SOCIAL INFORMATION

69

3.1 Group CSR policy and reporting methodology 70

3.2 Human resources information 73

3.3 Environmental information 95

3.4 Social information 122

3.5 Independent verifier"s report 139

4RISK FACTORS 143

4.1 Business-specific risks 144

4.2 Financial risks relating to the effects

of climate change 161

4.3 Market risks 162

4.4 Claims and litigation 164

4.5 Vigilance plan 168

4.6 Internal control and risk management

procedures relating to the preparation and processing of accounting and financial information 174

4.7 Insurance - Risk coverage 177

5CORPORATE GOVERNANCE 179

5.1 Information on corporate officers

at 31 December 2017 181

5.2 Chairman and Chief Executive Officer 188

5.3 Board of Directors 189

5.4 Remuneration of corporate officers 209

5.5 Other information 224

6INFORMATION ON THE COMPANY 227

6.1 Legal information 228

6.2 Share capital 231

6.3 Share ownership 238

6.4 Stock options and performance shares 239

6.5 Stock market information 244

6.6 Information on auditors 247

6.7 Bouygues (parent company) results

for the last five financial years 248

7FINANCIAL STATEMENTS 249

7.1 Consolidated financial statements 250

7.2 Auditors" report on the consolidated

financial statements 332

7.3 Parent company financial statements

(French GAAP) 337

7.4 Auditors" report on the parent company

financial statements 352

8COMBINED ANNUAL GENERAL

MEETING OF 26 APRIL 2018 357

8.1 Agenda 358

8.2 Board of Directors" report on the resolutions

submitted to the Combined Annual

General Meeting

359

8.3 Auditors" reports 365

8.4 Draft resolutions 373

GLOSSARY 377

CONCORDANCE 379

Headings of Annex 1, EU Regulation No. 809/2004 379 Historical financial information for 2015 and 2016 381

Full-year Financial Report 382

Management report 382

Human resources, environmental and social information 383

Report on corporate governance 384

STATEMENT BY THE PERSON RESPONSIBLE

FOR THE REGISTRATION DOCUMENT

386

MORE ABOUT BOUYGUES

2017 REGISTRATION

DOCUMENT

BUSINESS ACTIVITIES AND CSR ? FULL?YEAR FINANCIAL REPORT

The Registration Document can be

consulted and downloaded from the www.bouygues.com website

This document is a free translation of the Registration Document “ led with the Autorité des Marchés Financiers (AMF)

on 21 March 2018, pursuant to Article 212-13 of the AMF General Re gulation. It may be used in support of a “ nancial

transaction if supplemented by a stock exchange prospectus bearing an AMF visa. This document has been prepared

b y the issuer and its signatories may be held liable for it.

2 • BOUYGUES • 2017 REGISTRATION DOCUMENT

INTERVIEW

MARTIN BOUYGUES,

CHAIRMAN AND CEO

HOW WOULD YOU ASSESS THE GROUP"S PERFORMANCE

IN 2017?

In 2017, the Group saw a sharp increase in its results and pro- fitability and strengthened its positions on its markets. All the business segments contributed to this performance by meeting or exceeding their targets. Sales were 4% higher than in 2016 and current operating profi t was up 27%. The current operating margin rose 0.8 points to 4.3%, driven by good operating performances in all three of the Group"s sectors of activity (Construction, Media and Telecoms). Net profi t attributable to the Group increased year-on- year by 48% and the Group"s cash fl ow more than doubled versus

2016 to €828 million, the same level as in 2013. So 2017 confi rmed

a return to long-term growth. Furthermore, net debt at the end of December 2017 was stable year-on-year at €1.9 billion. With a very robust financial structure, the Group has all the means to ensure its development.

IN THIS CONTEXT, WHAT ABOUT THE DIVIDEND?

Thanks to these excellent results, the Group is able to offer its shareholders a dividend increase of €0.10 per share for 2017. The Board of Directors will therefore ask the Annual General Meeting on

26 April 2018 to approve a dividend payment of €1.70 per share.

YOU HAVE BEEN AWARDED TOP EMPLOYERS 2018

CERTIFICATION. WHAT DOES THAT MEAN TO YOU?

It is a great satisfaction for me to see that our Group is the fi rst in France to have been awarded the Top Employers 2018 label for its fi ve business segments. Our people are central to the Bouygues group"s transformation. Each year, the Top Employers Institute carries out a far-reaching international survey to identify the best employers. Six hundred HR practices are subjected to audit and critical analysis. So, certifi cation recognises Bouygues" human re- sources policy, especially in talent and career management, trai- ning and pay. It is great news for our people and sends a strong message about the Group"s appeal.

BOUYGUES • 2017 REGISTRATION DOCUMENT • 3

HOW HAVE THE CONSTRUCTION

BUSINESSES DONE?

The construction businesses posted ex-

cellent commercial performances both in

France and on international markets, ta-

king the backlog to a record level while remaining highly selective. In particular, they strengthened their position as ma- jor players on the sustainable neighbou- rhood market in France and Switzerland.

On the smart city market, the Dijon smart-

and-connected-city contract - the fi rst in

France - was a notable highlight. They also

continued their strategy of expanding in countries where they have long-term ope- rations, such as in Australia and in Canada, with the acquisition of the Miller McAsphalt group.

WHAT ABOUT BOUYGUES TELECOM?

Thanks to the strategy rolled out

since 2014, Bouygues Telecom had an ex- cellent year and met or exceeded all the targets set in 2015.

The company had 14.4 million mobile

customers at end-December 2017 and added 500,000 plan customers excluding

MtoM over the year. Bouygues Telecom

has added 1.7 million mobile customers excluding MtoM over a three-year period, considerably exceeding the target of

1 million new mobile customers excluding

MtoM at end-2017 versus end-2014. 4G

penetration within Bouygues Telecom"s customer base continued, with 7.9 mil- lion users at end-December 2017, 1 million more than at end-December 2016.

Bouygues Telecom posted a very good

commercial performance in the fi xed market, adding 340,000 new customers in 2017 to give a total of 3.4 million cus- tomers at end-December 2017. The com- pany therefore achieved its target of

1 million additional fi xed customers by

end-2017 versus end-2014. Recruitment accelerated in FTTH (Fibre-To-The-Home), giving Bouygues Telecom 265,000 FTTH customers at end-December 2017, more than double the number a year earlier.

The company also stepped up its roll-out

of FTTH, with 20 million premises secured at end-December 2017, 11 million more than at end-2016, and 4 million premises marketed, two million more than at end-

2016. Bouygues Telecom has confi rmed its

target of 12 million premises marketed at end-2019 and of 20 million by 2022.

The EBITDA margin rose 4.6 points year-

on-year to 27.2%, exceeding the target that we set for 2017.WHAT WERE THE MAIN INITIATIVES

AT TF1?

TF1 continued to roll out its multi-chan-

nel, multi-activity, multi-media strategy.

It expanded its production activity on a

European scale and its production subsi-

diary Newen took a majority stake in Tu- valu, the leading independent producer in the Netherlands. The company stepped up its growth in digital media and in Ja- nuary 2018 signed an agreement for the acquisition of aufeminin, a digital media group which combines a wide audience, powerful and engaged communities, and expertise in marketing and creating value out of advertising space.

ALSTOM AND SIEMENS ANNOUNCED

A MERGER PLAN IN SEPTEMBER 2017.

WHAT IS YOUR POSITION?

Bouygues fully supports the transaction,

which gives Alstom and Siemens the op- portunity to become a world leader in transport. The two companies are a good match in terms of both their product port- folios and geographical footprint.

The Group will vote for the merger at the

extraordinary meeting of Alstom"s sharehol- ders called to approve the transaction.

WHAT IS THE OUTLOOK FOR 2018?

The Group expects the gradual improve-

ment of its profitability to continue in 2018.

Benefi ting from an upbeat environment in

France and on international markets, the

construction businesses will continue to apply a selective approach and focus on margins rather than volumes. For the construction businesses, current operating profi t a and the current operating margin a are expected to improve versus 2017. TF1 has confi rmed its profi tability targets, which include an improvement in the current ope- rating margin (excluding major sporting events). Bouygues Telecom is experiencing profi table growth momentum and has a free cash fl ow target of €300 million for 2019. Sales of services are expected to grow by more than 3% in 2018 versus 2017, with a higher EBITDA/sales of services mar- gin than in 2017 and gross capex of around

€1.2 billion.

In a nutshell, the Group is very well posi-

tioned in high-growth potential sectors, which ensures a promising outlook for all our businesses. (a) Excluding Nextdoor

4 • BOUYGUES • 2017 REGISTRATION DOCUMENT

BOUYGUES • 2017 REGISTRATION DOCUMENT • 5

1

THE GROUP

1.1 Profile 6

1.1.1 Making progress become reality 6

1.1.2 Organisation and governance 8

1.1.3 The Group"s workforce 11

1.1.4 Bouygues and innovation 12

1.1.5 Bouygues group: main sites 14

1.2 Bouygues and its shareholders 15

1.2.1 Shareholder contacts 15

1.2.2 Registered share service 15

1.2.3 Investor relations 15

1.2.4 The bouygues.com website 15

1.2.5 The Bouygues share 16

1.3 2017 financial year 17

1.3.1 Key fi gures 17

1.3.2 Highlights 23

1.4 Main events since 1 January 2018 26

1.4.1 Construction businesses 26

1.4.2 Media 27

1.4.3 Telecoms 27

1.4.4 Alstom 27

1.4.5 Bouygues 27

6 • BOUYGUES • 2017 REGISTRATION DOCUMENT

THE GROUP

1

Profile

The Bouygues group"s activities face a threefold challenge:

• ecological, due to climate change, shrinking biodiversity and the depletion of natural resources,

which demand a change in business model;

• demographic, due to rapid urbanisation and the massive needs for infrastructure, mobility solutions

and communication required to make cities more sustainable and desirable;

• technological, due to the digital transformation that is affecting all business activities, considerably

simplifying interaction and, more generally, making life better every day. To address this rapid and sweeping change within society, the Group can draw on its experience and its innovation capacity. The aim is to support new uses based on the following guiding principles: • Renovation to improve existing housing. In Europe, nearly 190 million homes require thermal renovation. In response to this need, the Group has expertise in energy effi ciency and renovating buildings while they continue to be in operation;

• Better buildings to reduce waste. Bouygues is taking part in developments that aim to include eco-

responsible materials that can be recycled more easily. The Group has also shown that it is possible to reuse secondary raw materials from demolished buildings to build new ones;

• Improve the energy self-sufficiency of towns and cities. Bouygues is able to provide infrastructures

that produce their own power and thus help to provide greater energy self-sufficiency for urban developments or entire districts via the use of smart grids;

In this context of rapid urbanisation, Bouygues is involved in the design of sustainable neighbourhoods

within consortiums that include a range of urban players (businesses, start-ups, academic institutions,

non-profi t organisations, etc.).

• New services that are useful to everyone. In order to optimise urban services, logistics fl ows,

safety and infrastructure, the Bouygues group supports its customers by leveraging low-speed communications technologies. It also actively promotes electro-mobility (cars, etc.) by offering them turnkey, interoperable electric charge point solutions. Bouygues aims to be at the hub of its customers" digital lives via Bouygues Telecom"s 4G and fi bre

networks. Via TF1, it offers a wide range of entertainment and information content for the benefi t of

society as a whole. Always keen to listen to its customers, the Group uses digital technology to reinvent its products, services and processes. It anticipates the ground-breaking innovations of tomorrow by working hand- in-hand with a diversifi ed network of start-ups.

1.1 PROFILE

1.1.1 Making progress become reality

Bouygues draws on a committed workforce of more than 115,000 and on its wide variety of business activities (construction, media, telecommunications) to provide innovative solutions that meet essential needs such as infrastructure, communication and information.

KEY DATES IN THE GROUP"S HISTORY

In 1952, Francis Bouygues established Entreprise Francis Bouygues (EFB), a building fi rm. The company diversifi ed into property development

in

1956 by creating Stim, which later became Bouygues Immobilier. In 1986, Bouygues became the world"s largest construction fi rm

following the acquisition of Screg, the leading roadworks contractor. In

1987, Bouygues diversifi ed again by becoming the largest

shareholder of TF1, France"s leading mainstream TV channel. In

1994, Bouygues was awarded a licence to operate France"s third mobile

phone network, resulting in the creation of Bouygues Telecom in

1996. In 2006, the Group acquired the French government"s stake in

Alstom and became its leading shareholder.

THE GROUP"S

STRENGTHS

A strong culture

• A management approach based on

trust

• Over 115,000 employees motivated by an appetite for excellence and challenge, passion for their work, self-respect and respect for others, and creativity for the benefi t of all

Innovative solutions to essential

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