Bouygues : Notice of Meeting published in the Balo (11 March 2022)

BOUYGUES

A Société Anonyme (public limited company) with a share capital of €382,504,795

Registered office: 32 avenue Hoche, 75008 Paris, France

Company Registration No. 572 015 246 Paris

Notice of Meeting

Notice is hereby given that that a Combined Annual General Meeting will take place on Thursday 28 April 2022 at 3.30pm (CET) at Challenger, 1 avenue Eugène Freyssinet, Guyancourt, 78061 Saint-Quentin-en-Yvelines, France, to consider the agenda and draft resolutions below.

The Annual General Meeting will be held in compliance with public health requirements. The arrangements for holding and participating in this Annual General Meeting may be subject to change in light of public health and/or legal requirements, you are therefore advised to regularly consult the Annual General Meeting page on www.bouygues.com.

Agenda

Ordinary General Meeting

1. Approval of the parent company financial statements for the year ended 31 December 2021.
2. Approval of the consolidated financial statements for the year ended 31 December 2021.
3. Appropriation of 2021 earnings, setting of dividend.
4. Approval of the regulated agreements specified in Articles L. 225-38 et seq of the Commercial Code.
5. Approval of the remuneration policy for directors.
6. Approval of the remuneration policy for the Chairman of the Board of Directors.
7. Approval of the remuneration policy for the Chief Executive Officer and Deputy Chief Executive Officers.
8. Approval of the information about the remuneration of corporate officers mentioned in paragraph I of Article L. 22-10-9 of the Commercial Code.
9. Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Martin Bouygues, Chairman and Chief Executive Officer until 17 February 2021.
10. Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Olivier Roussat, Deputy Chief Executive Officer until 17 February 2021.
11. Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Martin Bouygues, Chairman of the Board of Directors from 17 February 2021.
12. Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Olivier Roussat, Chief Executive Officer from 17 February 2021.
13. Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Pascal Grangé, Deputy Chief Executive Officer from 17 February 2021.
14. Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Edward Bouygues, Deputy Chief Executive Officer from 17 February 2021.
15. Renewal of the term of office of Olivier Bouygues as a director.

1. Renewal of the term of office of SCDM as a director.
2. Renewal of the term of office of SCDM Participations as a director.
3. Renewal of the term of office of Clara Gaymard as a director.
4. Renewal of the term of office of Rose-Marie Van Lerberghe as a director.
5. Appointment of Félicie Burelle as a director.
6. Renewal of the term of office of Raphaëlle Deflesselle as a director.
7. Renewal of the term of office of Michèle Vilain as a director.
8. Reappointment of Mazars as a principal auditor.
9. Authorisation to the Board of Directors to trade in the company's shares, for a period of eighteen months.

Extraordinary General Meeting

1. Authorisation to the Board of Directors, for a period of eighteen months, to reduce the share capital by cancelling treasury shares held by the company.
2. Delegation of competence to the Board of Directors, for a period of twenty-six months, to increase the share capital, without pre-emptive rights for existing shareholders, for the benefit of employees or corporate officers of the company or related companies who are members of a company savings scheme.
3. Authorisation to the Board of Directors, for a period of twenty-six months, to allot existing or new shares free of charge, entailing the waiver by shareholders of their pre-emptive rights, in favour of employees or corporate officers of the company or related companies.
4. Delegation of competence to the Board of Directors, for a period of eighteen months, to issue equity warrants during the period of a public offer for the company's shares, up to a limit of 25% of the share capital;
5. Powers to accomplish formalities.

***

Draft resolutions

First resolution

(Approval of the parent company financial statements for the year ended 31 December 2021)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the Board of Directors' report and the auditors' report, hereby approves the parent company financial statements for the year ended 31 December 2021 as presented to it, showing a net profit of €550,275,293.58, as well as the transactions recorded in those financial statements and summarised in those reports.

2

Second resolution

(Approval of the consolidated financial statements for the year ended 31 December 2021)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the consolidated financial statements for the year ended 31 December 2021, the Board of Directors' report and the auditors' report, hereby approves the consolidated financial statements for the year ended 31 December 2021, showing a net profit attributable to the Group of €1,125 million, as well as the transactions recorded in those financial statements and summarised in those reports.

Third resolution

(Appropriation of 2021 earnings, setting of dividend)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, notes that net profit for the year ended 31 December 2021 amounts to €550,275,293.58, which minus the transfer to the legal reserve of €174,495.30 and plus retained earnings of €2,497,044,305.84 gives distributable earnings of €3,047,319,599.42.

The meeting resolves, on the proposal of the Board of Directors, to appropriate earnings as follows:

€

Net profit for the year	550,275,293.58
Retained earnings brought forward	2,497,044,305.84
Appropriation
Transfer to the legal reserve	174,495.30
Ordinary dividend ᵃ	688,508,631
Retained earnings carried forward	2,358,636,473.12

(a) €1.80 x 382,504,795 shares (number of shares at 31 December 2021).

Accordingly, the dividend for the year ended 31 December 2021 is hereby set at a total of €1.80 per share carrying dividend rights.

The ex-date for the Euronext Paris market will be 3 May 2022, and the dividend will be payable in cash on 5 May 2022 based on positions qualifying for payment on the evening of 4 May 2022.

The entire dividend payout will be eligible for the 40% tax relief mentioned in paragraph 2 of Article 158-3 of the General Tax Code for taxpayers who have elected liability for income tax on a sliding scale basis.

If the company holds some of its own shares at the dividend payment date, the dividends not paid on those shares shall be allocated to retained earnings.

In accordance with law, the Annual General Meeting notes that the following dividends were distributed in respect of the three preceding financial years.

	2018		2019		2020
Number of shares at 31 December	372,377,939	c	379,828,120	d	380,759,842	e
Ordinary dividend per share (€)	1.70		1.70		1.70
Total dividend (€) ᵃ ᵇ	631,323,719.80		646,608,316.10		647,177,831.40

1. The amounts shown represent dividends actually paid, taking account of the fact that shares held by the company itself do not qualify for dividends.
2. Amounts eligible for the optional 40% tax relief mentioned in paragraph 2 of Article 158-3 of the General Tax Code.
3. On 31 December 2018, the share capital comprised 372,377,939 shares. Given the cancellation of 869,832 shares by the Board of Directors on
   20 February 2019, the number of shares entitled to dividend was 371,508,107.
4. On 31 December 2019, the share capital comprised 379,828,120 shares; given the exercise stock options for 594,713 shares carried out before the Ordinary General Meeting of 4 September 2020, the number of shares entitled to dividend was 380,422,833.
5. The Annual General Meeting of 22 April 2021 approved payment of a dividend for each share existing at midnight on the day before that meeting, i.e. a total of 380,759,842 shares.

3

Fourth resolution

(Approval of the regulated agreements specified in Articles L. 225-38 et seq of the Commercial Code)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the auditors' special report on regulated agreements specified in Articles L. 225-38 et seq of the Commercial Code, hereby approves the regulated agreements set out in that report that have not yet been approved by an Annual General Meeting.

Fifth resolution

(Approval of the remuneration policy for directors)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings and having acquainted itself with the Report on corporate governance prepared pursuant to paragraph II of Article L. 22-10-8 of the Commercial Code, hereby approves the remuneration policy for directors. This policy is described in section 2.4.1 (Remuneration policy) of the 2021 Universal Registration Document.

Sixth resolution

(Approval of the remuneration policy for the Chairman of the Board of Directors)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings and having acquainted itself with the Report on corporate governance prepared pursuant to paragraph II of Article L. 22-10-8 of the Commercial Code, hereby approves the remuneration policy for the Chairman of the Board of Directors. This policy is described in section 2.4.1 (Remuneration policy) of the 2021 Universal Registration Document.

Seventh resolution

(Approval of the remuneration policy for the Chief Executive Officer and Deputy Chief Executive Officers)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings and having acquainted itself with the Report on corporate governance prepared pursuant to paragraph II of Article L. 22-10-8 of the Commercial Code, hereby approves the remuneration policy for the Chief Executive Officer and Deputy Chief Executive Officers. This policy is described in section 2.4.1 (Remuneration policy) of the 2021 Universal Registration Document.

Eighth resolution

(Approval of the information about the remuneration of corporate officers mentioned in paragraph I of Article L. 22-10-9 of the Commercial Code)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings pursuant to paragraph I of Article L. 22-10-34 of the Commercial Code, and having acquainted itself with the Report on corporate governance, hereby approves the information published pursuant to paragraph I of Article L. 22-10-9 of the Commercial Code.

4

Ninth resolution

(Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Martin Bouygues, Chairman and Chief Executive Officer until 17 February 2021)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the Report on corporate governance, hereby approves the fixed, variable and exceptional components of the total remuneration and benefits of all kinds paid during or awarded in respect of the year ended 31 December 2021 to Martin Bouygues, in his capacity as Chairman and Chief Executive Officer until 17 February 2021, as presented in the Report on corporate governance specified in Article L. 225-37 of the Commercial Code and described in section 2.4.2 (Remuneration of corporate officers in 2021) of the 2021 Universal Registration Document.

Tenth resolution

(Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Olivier Roussat, Deputy Chief Executive Officer until 17 February 2021)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the Report on corporate governance, hereby approves the fixed, variable and exceptional components of the total remuneration and benefits of all kinds paid during or awarded in respect of the year ended 31 December 2021 to Olivier Roussat, in his capacity as Deputy Chief Executive Officer until 17 February 2021, as presented in the Report on corporate governance specified in Article L. 225-37 of the Commercial Code and described in section 2.4.2 (Remuneration of corporate officers in 2021) of the 2021 Universal Registration Document.

Eleventh resolution

(Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Martin Bouygues, Chairman of the Board of Directors from 17 February 2021)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the Report on corporate governance, hereby approves the fixed, variable and exceptional components of the total remuneration and benefits of all kinds paid during or awarded in respect of the year ended 31 December 2021 to Martin Bouygues, in his capacity as Chairman of the Board of Directors from 17 February 2021 as presented in Report on corporate governance specified in Article L. 225-37 of the Commercial Code and described in section 2.4.2 (Remuneration of corporate officers in 2021) of the 2021 Universal Registration Document.

Twelfth resolution

(Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2021 financial year to Olivier Roussat, Chief Executive Officer from 17 February 2021)

The Annual General Meeting, having satisfied the quorum and majority requirements for ordinary general meetings, and having acquainted itself with the Report on corporate governance, hereby approves the fixed, variable and exceptional components of the total remuneration and benefits of all kinds paid during or awarded in respect of the year ended 31 December 2021 to Olivier Roussat, in his capacity as Chief Executive Officer from 17 February 2021, as presented in the Report on corporate

5