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Proxy Report - 26/04/2018

Shareholders are called to vote on the renewal of the mandate of Martin Bouygues, Chairman and CEO of the Company since 1989. Although the performance of the company is satisfactory, we are not in favor of the control exercised by the Bouygues Family through the use of double voting rights and overrepresentation on the Board (without any lead independent Director). We therefore recommend opposition.
Bouygues is one of the few companies in the CAC 40 to still offer its shareholders the use of anti-takeover devices. Already at the general meeting of 2017, the Company was one of a handful of companies in the the index to allow the use of capital increases during a takeover period, as nowcontemplated by the Florange law. Bouygues is one of four companies in the CAC40 to permit the use of a buyback program for its securities during a takeover period and is one of the last two companies to still use warrants (“Bons Breton”) as anti-takeover defenses.

Bouygues S.A.

Bouygues is a global industrial group engaged in designing, building and operating structures in public and private buildings, transportation infrastructure and energy and communication networks. Co. operates in three sectors - Construction (Bouygues Construction, Bouygues Immobilier and Colas), Media (TF1) and Telecom (Bouygues Telecom). Construction is engaged in the design and maintenance of projects in the areas of building, civil works, energies and services; Media offers activities covering the audiovisual sector; and Telecom offers mobile broadband services and prepaid card services for smart phones, as well as a range of services including telemessaging, voice mail and WAP


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