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2019

UNIVERSAL

REGISTRATION

DOCUMENT

INCLUDES THE

FULL-YEAR FINANCIAL REPORT

SEFP FY FR

FY FRSEFP

FY FR FY FR FY FR FY FR

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2019 UNIVERSAL

REGISTRATION

DOCUMENT

INCLUDES THE FULL-YEAR FINANCIAL REPORT

bouygues.com

This document is a free translation of the Universal Registration Document filed on 23 March 2020 with the Autorité des Marchés

Financiers (AMF) in its capacity as competent authority within the meaning of Regulation (EU) 2017/1129, without prior approval

pursuant to Article

9 of said Regulation.

The Universal Registration Document may be used for the purposes of a public offering of nancial securities or the admission of

nancial securities to trading on a regulated market if it is supplemented by a securities note and, where relevant, a summary and

all amendments made to the Universal Registration Document. The resulting set of documents is subject to approval by the AMF

pursuant to Regulation (EU) 2017/1129.

INTERVIEW

“All our business segments

are able to drive growth because they meet essential and constantly changing needs."

INTERVIEW

Headcount

130,500

Worldwide presence

92 COUNTRIES

Sales

37,929 m

Net prot attributable

to the Group

1,184 m

PUBLICATION

be available from 23 April 2020 on bouygues.com

Moving forward

on rm foundations T he Group"s businesses continue to grow, shaped by the four major underlying trends of population growth and urbanisation, climate change, digital and technological transformation and changing user behaviour. Against this backdrop, our aim is to create and share value with and for our stakeholders.

All our business segments are able

to drive growth because they meet essential and constantly changing needs for housing, transportation, communication, information and entertainment. The diversity of our businesses, combined with a stable ownership structure and a robust ?nancial situation, mean that we can roll out our strategy over the long term.

Our strengths enable us to meet the

environmental and societal challenges we face.

As in previous years, 2019 showed

that we continue to move forward.

The Group improved its results, the

construction businesses boosted their performance and TF1 maintained a high audience share among key targets, while Bouygues Telecom"s differentiation strategy continued to bear fruit, underpinned by the quality of its mobile and fixed networks. In

September 2019, the Group sold 13%

of Alstom"s capital at a favourable moment. Retaining a 14.7% stake,

Bouygues continues to be the largest

shareholder of Alstom, a pioneer of

sustainable and smart mobility.Bouygues was awarded Top Employer France certi?cation for all its activities for the third year in succession, proof of its commitment and the quality of its human resources policy. It also features in four highly selective international socially responsible investment indices.

Among its various commitments,

Bouygues has made gender balance a

priority. As well as being fair, which is essential, we believe that having a more representative workforce is an effective driver of the Group"s performance and helps to accelerate its transformation.

Our aim is that the proportion of

women with manager status and the proportion of women with staff status in the Group should ultimately be the same.

Lastly, with more and more students

experiencing financial insecurity, we have increased the number of

Francis Bouygues Foundation grant-

holders from 60 to 100. A total of 889 students to date have bene?ted from the Foundation"s grants and from mentoring by employees and former grant-holders, which gives me great satisfaction.

I would like to thank all our employees

for their commitment, and our customers and shareholders for their con?dence.

20 February 2020

MARTIN BOUYGUES

CHAIRMAN AND CEO

Data at 31 December 2019

OUR CHALLENGES

urbanisation

WE PLEDGE TO

our cust omers

THE FUNDAMENTALS OF OUR CULTURE

THE BOUYGUES GROUP

KEY DATES

1956

1986Bouygues becomes the world"s largest construction rm after the acquisition of Screg, the leading roadworks

contr actor 1987
1994

1996 20062016

2018
2019

Simplied organisation chart

SECTORS OF

ACTIVITY

3

BUSINESS

SEGMENTS

5 1952

Francis Bouygues

founds Entreprise

Francis Bouygues

(EFB), a building firm.

Yield YY(

%)L(alY(

Yield YY(

%)L(alY(L

Yield YY(

%)L(alY(L a Following the sale by Bouygues of a 13% stake in Alstom"s share capital in September 2019. b

The rest of

the share capital and voting rights is held by institutional investors, individual shareholders and employees.

c

The rest of

the share capital is held by institutional investors and individual shareholders. d

The rest of

the share capital is held by institutional investors, individual shareholders and employees. No double voting rights.

e

The rest of

the share capital is held by JCDecaux Holding.

SEFP̴Ă̴̮Ă̴

CREATING VALUE OVER THE LONG TERM AND SHARING IT

WITH

STAKEHOLDERS

A STRONG

FINANCIAL

STRUCTURE

A STABLE OWNERSHIP STRUCTURE THAT SECURES THE LONGTERM VISION

GROWING THE GROUP AND

SHARING VALUERECURRENT FREE CASH FLOW GENERATION

BUSINESSES THAT PROVIDE GROWTH OVER THE LONG TERM AND DIVER

SIFICATION OF ACTIVITIES

21.2%
SCDM a 19.3%

Employees

23%

Other French

shareholders 36.5%

Foreign

shareholders

18%25.6%

a A company controlled by Martin and Olivier Bouygues. 29.2%
27.2%

1.1.2 Or ganisation and governance

1.1.2.1 The Boar d of Directors at 31 December 2019

MARTIN BOUYGUES

Chairman and CEO

Deputy CEO

GAYMARD

Co-founder of Raise

IDRAC

Company director

LEWINER

Advisor to the Chairman of

Capgemini

LE PAS DE SÉCHEVAL

General Counsel of

the

Veolia group

The Board of Directors refers to the recommendations of the Afep-Medef Corporate Governance Code. I t draws on the work of three special committees comprised solely of independent directors and directors representing employees or employee shareholders.

Helman le Pas de Sécheval (Chairman)

Clara Gaymard

Anne-Marie Idrac

Michèle Vilain

Colette Lewiner (Chairwoman)

Francis Castagné

Helman le Pas de Sécheval

Anne-Marie Idrac (Chairwoman)

Rose

Marie Van Lerberghe

Raphaëlle Deesselle

Independent director Director representing employee shareholders Director representing employees

a SCDM is a company controlled by Martin and Olivier Bouygues. b Direct ors qualied as independent by the Board of Directors.

BOARD COMMITTEES

Standing representative of

SCDM

Standing representative of

SCDM Participations

1

THE BOUYGUES GROUP

1.1 PROFILE

DIRECTORS REPRESENTING EMPLOYEESEMPLOYEE SHAREHOLDERS

NONINDEPENDENT EXTERNAL DIRECTOR

ROSE-MARIE VAN LERBERGHE

Vice-Chairwoman of Klépierre

FRANCIS CASTAGNÉ

Director representing employees

RAPHAËLLE DEFLESSELLE

Director representing employee shareholders

ALEXANDRE DE ROTHSCHILD

Executive Chairman of

Rothschild & Co Gestion

MICHÈLE VILAIN

Director representing employee shareholders

at 31 December 2019 fi

1.1.2.2 Se nior management team at 31 December 2019

MARTIN BOUYGUES

Bouygues SA

The parent company has a signi?cant

presence on the boards of each of the

Group"s ve business segments,

enabling it to help dene their strategy and play an active part in making their important decisions.

Senior management

of the business segments

Each business-segment head attends

all

Bouygues group Board meetings.

FIND OUT MORE

Chapter 5

Corporate governance

FRÉDÉRIC GARDÈS

OLIVIER ROUSSAT

OLIVIER BOUYGUES

PHILIPPE BONNAVE

Bouygues Construction

PASCAL MINAULT

GILLES PÉLISSON

PHILIPPE MARIEN

a a Philippe Marien resigned from ofce as Deputy Chief Executive Ofcer on 19 February 2020. He remains a member of the Group Management Committee.

RICHARD VIEL

1.1.3 Th e Group"s workforce

Bouygues is a diversied group that draws on a wide diversity of professions and skills. It relies on w omen and men who share the four fundamentals of its culture: respect, trust, imparting expertise and creativity. These fundamentals of its culture, outlined in the Bouygues group"s Integrated Report, are elaborated on in its Code of Ethics and Human Resources Charter. The Statement on extra- nancial performance in Chapter 3 of this document describes the Group"s Corporate Social

Responsibility policy and initiatives.

business segment fi fi???

BOUYGUES

THROUGHOUT

THE WORLD

Recruitment in 2019

45,000

(+13%) a

IN FRANCE

Average age

41

Average seniority

12 years

Permanent contracts

94%
of employees

Recruitment in 2019

10,600

Headcount at 31 December 2019

5.8%35

458797

498664

a TobeperspdossthpiAenu anoelGeboMb aihToben

FIND OUT MORE

• Chapter 3, Statement on

extra-nancial performance (SEFP) bouygues.com, “Talents" page

Scan this QR code

(app and internet c onnection required) a Versus 2018.

DEVELOPMENT

GOALS > to improve

and develop new products

EMPLOYEE-LED

INNOVATION

GOALS > to share

best practices and contribute to continuous improvement

INTRAPREUNEURSHIP

quotesdbs_dbs23.pdfusesText_29

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