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Building the future is our greatest adventure

BOUYGUES CONSTRUCTION

BOUYGUES IMMOBILIER

COLAS TF1

BOUYGUES TELECOM

2015

REGISTRATION

DOCUMENT

BUSINESS ACTIVITIES AND CSR

FULL-YEAR FINANCIAL REPORT

THE GROUP FY FR 5

1.1 Pro? le 6

1.2 Bouygues and its shareholders 15

1.3 2015 ? nancial year 17

1.4 Main events since 1 January 2016 26

BUSINESS ACTIVITIES FY FR 27

2.1 Construction businesses 28

2.2 TF1, the leading private television group in France 52

2.3 Bouygues Telecom, an operator at the hub

of its customers" digital lives 58

2.4 Bouygues SA 66

2.5 Alstom 70

HUMAN RESOURCES, ENVIRONMENTAL

AND SOCIAL INFORMATION

FY FR 75

3.1 The Bouygues group"s Corporate

Social Responsibility policy 76

3.2 Human resources information 81

3.3 Environmental information 99

3.4 Social information 119

3.5 Independent veri? er"s report 131

RISK FACTORS FY FR 135

4.1 Business-speci? c risks 136

4.2 Market risks 151

4.3 Claims and litigation 154

4.4 Insurance - Risk coverage 159

CORPORATE GOVERNANCE, INTERNAL

CONTROL AND RISK MANAGEMENT

FY FR 161

5.1 Information on corporate of? cers

at 31 December 2015 162

5.2 Report by the Chairman of the Board of Directors 168

5.3 Auditors" report on the Report by the Chairman 193

5.4 Remuneration of corporate of? cers -

Stock options granted to corporate of? cers

and Group employees 194

5.5 Information on auditors 209

INFORMATION ON THE COMPANY FY FR 211

6.1 Legal information 212

6.2 Share capital 217

6.3 Share ownership 223

6.4 Stock market information 225

6.5 Bouygues (parent company) results

for the last ? ve ? nancial years 228

FINANCIAL STATEMENTS FY FR 229

7.1 Consolidated ? nancial statements 230

7.2 Auditors" report on the consolidated

? nancial statements 290

7.3 Parent company ? nancial statements

(French GAAP) 292

7.4 Auditors" report on the parent company

? nancial statements 307

COMBINED ANNUAL GENERAL

MEETING OF 21 APRIL 2016 309

8.1 Agenda 310

8.2 Board of Directors" report on the resolutions

submitted to the Combined Annual

General Meeting

FY FR 311

8.3 Auditors" reports 327

8.4 Draft resolutions 335

CONCORDANCE 341

Historical ? nancial information for 2013 and 2014 343

Full-year Financial Report 344

Board of Directors" management report 344

Human resources, environmental and social information 345

Report by the Chairman on corporate governance,

internal control and risk management 346

STATEMENT BY THE PERSON RESPONSIBLE

FOR THE REGISTRATION DOCUMENT

FY FR 347

MORE ABOUT BOUYGUES

CONTENTS

Elements included in the Full-year Financial Report are clearly identified in the contents by the FY FR pictogram.

2 3 4 5 16 7 8 Interview with Martin Bouygues, Chairman and CEO 2

BOUYGUES I 2015 Registration Document1

This document is a free translation of the Registration Document fi led with the Autorité des Marchés Financiers (AMF) on 16 March 2016,

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.

2015 REGISTRATION

DOCUMENT

The Registration Document can be

consulted and downloaded from the www.bouygues.com website BUSINESS ACTIVITIES AND CSR - FULL-YEAR FINANCIAL REPORT

BOUYGUES I 2015 Registration Document 2

HOW DO YOU SEE THE GROUP"S COMMERCIAL

PERFORMANCE IN 2015?

I am very happy that the Group achieved good commercial performances in all its business segments in 2015. The construction businesses adjusted to the decline of the French market and continued their positive momentum in international markets. At end-December 2015, international markets accounted for 59% of the order book at Bouygues Construction and Colas, compared with 53% a year earlier. We won some very ? ne contracts, such as the NorthConnex tunnel project in Australia and motorway maintenance contracts in the UK. A highlight of the year was our celebration of 60 years in Hong Kong, a tribute to our strong local roots that have helped improve day-to-day life for local residents. Three major projects are currently under construction: the bridge that will link Hong Kong with the cities of Zhuhai and Macao, the Shatin to Central Link tunnel, and the Tuen Mun-Chek Lap Kok sub- sea road tunnel. TF1 consolidated its leadership position, gaining high audience shares in a competitive market. Once again, the channel distinguished itself by claiming 98 of the top 100 audience ratings in the year. Bouygues Telecom"s aggressive strategy delivered the ? rst positive

results in both mobile and ? xed broadband. With a net gain of 769,000 mobile customers and 360,000 ? xed broadband customers over the year

and stable average sales per customer, Bouygues Telecom returned to sales growth in 2015.

MORE GENERALLY, WHAT CONCLUSIONS CAN YOU DRAW

FROM 2015?

In a tough economic and competitive environment in France, the Group"s transformation strategy has produced results. Bouygues has shown its capacity to innovate by extending its portfolio to include new products and services in both existing markets and new market segments. In France, the construction businesses won several major tenders for the development of eco-neighbourhoods in Marseille, Lyon and Marne-la-Vallée. Bouygues Immobilier launched its Nextdoor concept of ? exible and user-friendly work spaces for businesses. TF1 strengthened its position in the content market with the acquisition of French production company Newen and was granted approval by the CSA (French broadcasting authority) to migrate its rolling news channel LCI to freeview TV. With its in-depth transformation, Bouygues Telecom returned to growth in sales and EBITDA and con? rmed its leading position in 4G, now used by 51% of its mobile customers.

Martin Bouygues

Chairman and CEO

BOUYGUES I 2015 Registration Document3

In this context, Bouygues returned to growth in pro? tability. The current operating margin rose to 2.9%, 0.2 points better than in 2014, thanks to stable profitability at the construction businesses and improved pro? tability at TF1 and Bouygues Telecom. Finally, the Group also strengthened its ? nancial structure. Net debt at the end of the year was €2.6 billion, €655 million lower than at end-

December 2014.

2015 WAS THE YEAR OF THE COP21 CLIMATE

CONFERENCE. HOW IS THE BOUYGUES GROUP

RESPONDING TO THE GREAT CHALLENGES OF

CLIMATE CHANGE FACING THE PLANET?

Committed to a proactive sustainable development policy since 2005, Bouygues aims to be a provider of solutions to the problems of climate change and diminishing resources. We offer low-carbon solutions for a sustainable and desirable urban environment, with a number of attractive projects such as eco- neighbourhoods in Bordeaux, Lyon and Zurich, and Colas" Wattway solar road, the world"s ? rst photovoltaic road surface, suited to all types of road and vehicle. These solutions were showcased by the Bouygues group at various events organised around the COP21 conference, such as the World Ef? ciency show & congress in Paris and La Galerie des

Solutions at Le Bourget.

Bouygues was added to two prestigious new SRI indexes in 2015, the Climate Disclosure Leadership Index (CDLI) France-Benelux and Low Carbon 100 Europe, proof that the most demanding experts recognise our commitment to corporate social and environmental responsibility. The Group is now included in ? ve SRI indexes, a source of great satisfaction to us.

WHY HAVE YOU BEGUN DISCUSSIONS WITH ORANGE

GIVEN THAT YOU REFUSED TO SELL BOUYGUES TELECOM

TO ALTICE IN JUNE 2015?

The situation is entirely different. Bouygues" board of directors received a takeover bid for Bouygues Telecom from Altice, on which we commented extensively at the time, and which would have meant us leaving the telecoms market. That is not the case today. We are looking at a number of scenarios with Orange that would secure our long-term presence in

this high-potential sector.In addition, as I have said several times, in all these discussions Bouygues

attributes great importance to the interests of Bouygues Telecom"s employees and to the sector"s investment momentum, which must remain strong for the bene? t of customers.

ALSTOM"S SALE OF ITS ENERGY BUSINESS

TO GENERAL ELECTRIC WAS CONCLUDED IN

NOVEMBER 2015. WHERE DO YOU STAND WITH

YOUR STAKE IN ALSTOM NOW?

Firstly, I"d like to emphasise that, having sold its Energy business to General Electric, Alstom has now refocused on rail transport, where it is a leader on its markets. After Alstom"s public share buy-back offer in January 2016, the Bouygues group owned 28.3% of Alstom"s capital on 28 January 2016, compared with 29.2% on 31 December 2015. In accordance with the agreements concluded in June 2014 in order to allow the sale of Alstom"s Energy business to General Electric, at end-January 2016 Bouygues loaned the French government 20% of Alstom"s shares for a period of approximately

20 months.

WHAT IS YOUR OUTLOOK FOR 2016?

Thanks to the strategy of transforming its business segments, the Group should continue to improve pro? tability in 2016. The construction businesses will continue targeted growth in international markets and broaden their portfolio of offers with innovative products and services in both their existing markets and new market segments. Their pro? tability is expected to improve starting in 2016. TF1 will capitalise on the Newen acquisition to expand into content production. It will also step up its digital transformation and adapt the business model of its channels. Bouygues Telecom, within the context of its standalone strategy, con? rms its target of a return to long-term growth in sales and pro? ts. It has an EBITDA margin target of 25% for 2017 with a plan to save at least €400 million in 2016 versus end-2013. Capital expenditure is expected to reach €750-800 million in 2016. In conclusion, as I have just said and as we are ? nalising this registration document, we are at the same time continuing the discussions announced on 5 January 2016 with a view to considering a merger between

Bouygues Telecom and Orange.

Bouygues returned to growth

in profi tability

INTERVIEW WITH THE CHAIRMAN AND CEO

" Our transformation strategy has produced results"

BOUYGUES I 2015 Registration Document 4

BOUYGUES I 2015 Registration Document5

1.1 Profi le 6

1.1.1 A diversi? ed industrial group 6

1.1.2 Organisation and governance 8

1.1.3 The Group"s workforce 11

1.1.4 Open 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 2015 fi nancial year 17

1.3.1 Key ? gures 17

1.3.2 Highlights 23

1.4 Main events since 1 January 2016 26

1.4.1 Construction businesses 26

1.4.2 Media and Telecoms 26

1.4.3 Bouygues SA 26

1.4.4 Alstom 26

THE GROUP

1

BOUYGUES I 2015 Registration Document 6

THE GROUP

1Profi le

1.1 Profi le

1.1.1 A diversifi ed industrial group

With operations in over one hundred

countries and endowed with a strong entrepreneurial culture, Bouygues has fi rm foundations on which to pursue its development on markets with long-term growth potential. With 120,000 employees, the Bouygues group operates in three sectors of activity: construction (Bouygues Construction, Bouygues Immobilier and Colas), media (TF1) and telecoms (Bouygues Telecom). It is also the leading shareholder in Alstom (transport).

1.1.1.1 Strategy

Bouygues is a diversi? ed industrial group whose activities aim to bring innovative solutions to as many people as possible, through infrastructure via its construction businesses and through digital technologies elsewhere. Bouygues draws on the skills and expertise of its people to add value to the products and services it offers in each of its business segments. The Group aims to strengthen its position as a global player in construction, energy and transport infrastructure, maintain its leading position in the French media industry and support the spread of digital technologies in the telecoms sector for the bene? t of customers and end-users alike.

1.1.1.2 Strengths

A stable ownership structure

Bouygues" largest shareholders are its employees and SCDM, a holding company controlled by Martin and Olivier Bouygues. Nearly 60,000 employees own shares in the Group, confirming Bouygues as the CAC 40 company with the highest level of employee share ownership. Employees owned 21.4% of the capital and held

28.6% of the voting rights at 31 December 2015;

SCDM owned 20.4% of the capital and held 27.9% of the voting rights at 31 December 2015. The presence of stable and strongly committed shareholders enables Bouygues to take a long-term approach to strategy.

A strong culture

Project management expertise is a distinguishing feature of Bouygues" culture, and its management approach based on empowerment is founded on the values of respect, trust and fairness shared by its ? ve subsidiaries.

A focus on stable long-term markets

Very substantial infrastructure and housing needs exist worldwide, and there is increasing demand from customers for sustainable construction (passive or positive-energy buildings, etc.) and sparing use of resources. Bouygues has developed acknowledged expertise in these areas, which distinguish the Group from its rivals, affording it a competitive edge and enabling it to grow strongly on international markets (Bouygues Construction and Colas generated 52% of their sales outside

France in 2015).

French telecoms and media markets will continue to expand, with future growth being driven by rapid technological advances and changing uses.

A robust fi nancial structure

Bouygues knows how to keep its capital expenditure under control while generating free cash ? ow on a regular basis. It carries little debt and has a very substantial cash surplus. Drawing on these strengths, Bouygues has paid out a regular dividend to shareholders. The average dividend yield was 4.6% in 2015.

Key dates in the Group"s history

In 1952,

Francis Bouygues establishes Entreprise

Francis Bouygues (EFB), a building ? rm. The company diversi? es into property development in 1956
by creating Stim, which later becomes Bouygues Immobilier. In 1986,

Bouygues

becomes the world"s largest construction ? rm following the acquisition of Screg, the leading roadworks contractor. In 1987,
Bouygues diversi? es again by becoming the largest shareholder of TF1, France"s leading mainstream TV channel. In 1994
, Bouygues is awarded a licence to operate France"s third mobile phone network, resulting in the creation of Bouygues Telecom in 1996
. In 2006
, the Group acquires the French government"s stake in Alstom and becomes its leading shareholder.

BOUYGUES I 2015 Registration Document7

THE GROUP

1

Profi le

Group share ownership

MAIN SHAREHOLDERS

at 31 December 2015

SIMPLIFIED GROUP ORGANISATION CHART

at 31 December 2015

489,224,737 voting rights

(1987) (1994)(2006) 100%
(1952)(1956) 100%
(1986)

96.6%43.7% 90.5% 29.2%

CONSTRUCTION

BUILDING &

CIVIL WORKSPROPERTY

MEDIATELECOMS

TRANSPORT

INFRASTRUCTURE

120,254

EMPLOYEES

3

SECTORS OF ACTIVITY

I n over 100 countries

Construction

Bouygues Construction

Bouygues Immobilier

Colas Media TF1

Telecoms

Bouygues Telecom

In fi gures

at 31 December 2015 (a) SCDM is a company controlled by Martin and Olivier Bouygues.

VOTING RIGHTS

at 31 December 2015

345, 135, 316 shares

20.4%
SCDM a 21.4%

Employees 20.9%37.3%

Other French

shareholders Foreign shareholders 27.9%
SCDM a

28.6%16.6%26.9%

Foreign

shareholders

Employees Other French

shareholders

BOUYGUES I 2015 Registration Document 8

THE GROUP

1Profi le

1.1.2 Organisation and governance

1.1.2.1 The Board of Directors at 31 December 2015

Chairman and CEO Deputy CEO

Directors

Martin Bouygues Olivier Bouygues

Standing representative of SCDM

on the Board of Bouygues

LEFT TO RIGHT:

Michel Bardou, director representing employees - François Bertière, Chairman and CEO of Bouygues Immobilier -

Jean-Paul Chiffl et, Chairman of the Board of Directors of Amundi Group - Raphaëlle Defl esselle, director representing employees -

Anne-Marie Idrac

a , Chair of the supervisory board of Toulouse-Blagnac Airport (a) Director qualifi ed as independent by the Board of Directors.

LEFT TO RIGHT: Patrick Kron, Chairman and CEO of Alstom - Hervé Le Bouc, Chairman and CEO of Colas -

Helman le Pas de Sécheval

a , General Counsel of the Veolia group - Colette Lewiner a , Advisor to the Chairman of Capgemini - Sandra Nombret, director representing employee shareholders

BOUYGUES I 2015 Registration Document9

THE GROUP

1

Profi le

The Board of Directors refers to the

recommendations of the Afep-Medef Corporate

Governance Code. It draws on the work of four

committees. The proportion of women with seats on the Board, excluding directors representing employees, is 33%. The proportion of women with seats on Board committees is 50%. The proportion of directors qualifi ed as independent by the Board, excluding directors representing employees or employee shareholders, is 46%.

ACCOUNTS COMMITTEE

Helman le Pas de Sécheval

a (Chairman)

Anne-Marie Idrac

a

Michèle Vilain

b

SELECTION COMMITTEE

Jean Peyrelevade

a (Chairman)

Jean-Paul Chif? et

François-Henri Pinault

a

REMUNERATION COMMITTEE

Colette Lewiner

a (Chairwoman)

Michel Bardou

c

Helman le Pas de Sécheval

a

François-Henri Pinault

a

ETHICS, CSR AND

PATRONAGE COMMITTEE

Anne-Marie Idrac

a (Chairwoman)

Raphaëlle De? esselle

c

Sandra Nombret

b

Rose-Marie Van Lerberghe

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