Bouygues Sa · EURONEXT:EN
Bouygues Sa — Shareholder Meeting (April 2026)
126 slides from Bouygues Sa's shareholder meeting presentation, Apr 23, 2026
Slide 1: Combined Annual General Meeting
Combined Annual General Meeting Challenger | Thursday 23 April 2026 Equans is working on the Marseille–Ventimiglia High Performance Rail Network (HPMV) upgrading project on behalf of SNCF Réseau. France © Atypix
Slide 2: Corporate film
Corporate film Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 3: Disclaimer
INTRODUCTION Disclaimer This presentation contains rounded figures, forward-looking information and statements The following factors, among others set out in the Group’s Universal Registration about the Bouygues group and its businesses. Forward-looking statements may be Document (Document d’enregis
Slide 4: Main documents made available to shareholders
INTRODUCTION Main documents made available to shareholders • Press release of 9 March 2026 describing the arrangements for obtaining or consulting preparatory documents for the Combined Annual General Meeting • Notice of Meeting and Convening Notice published in the Balo (Bulletin des Annonces Légal
Slide 5: Agenda (1/3)
INTRODUCTION Agenda (1/3) Ordinary General Meeting • Approval of the parent company and consolidated financial statements for FY 2025, appropriation of earnings and setting of the dividend (Resolutions 1 to 3) • Approval of the regulated agreements (Resolution 4) • Approval of the remuneration polic
Slide 6: Agenda (2/3)
INTRODUCTION Agenda (2/3) Extraordinary General Meeting • Authorisation to the Board of Directors, for a period of eighteen months, to reduce the share capital by cancelling shares held by the company (Resolution 16) • Delegation of competence to the Board of Directors, for a period of twenty-six mo
Slide 7: Agenda (3/3)
INTRODUCTION Agenda (3/3) Extraordinary General Meeting • Authorisation to the Board of Directors, for a period of twenty-six months, to allot existing or new shares free of charge as a retirement benefit, entailing the waiver by shareholders of their pre-emptive rights, in favour of eligible employ
Slide 8: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 9: The Bouygues group today
01 | THE GROUP The Bouygues group today Four distinct sectors of activity at 31 December 2025 2025 sales: €56.9bn ≈ 200,000 employees 80 countries Construction Division Energies and services Telecoms Media (since 1986) 1952 1956 (since 4 October 2022) (1994) (since 1987) 100% 100% 100% 100% 90.5% 47
Slide 10: A global footprint
01 | THE GROUP A global footprint Headcount and sales by geography 54% 50% of the Group’s of sales outside headcount France outside France The Group’s businesses operate in 80 countries 10 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 11: Core shareholders: SCDM and the funds representing employees
01 | THE GROUP Core shareholders: SCDM and the funds representing employees The Bouygues group is among the CAC 40 companies with the highest level of employee share ownership. This is a key characteristic of the Group’s corporate culture. SCDM is a company controlled by Martin and Olivier Bouygues
Slide 12: Bouygues, our common culture
01 | THE GROUP Bouygues, our common culture Defining a common core of Group values to coexist alongside those of the business segments Trust Respect Respect Respect Sense of Collective Pride Pioneering Daring Daring responsibility Empathy Commitment Trust Respect Teamwork Sharing Pro-active High sta
Slide 13: Our CSR ambition
01 | THE GROUP Our CSR ambition: a combination of putting people first, protecting the environment and being socially responsible Put people at the heart of our Group • Ensure health, safety and well-being • Hire and onboard employees and advance their careers • Promote diversity and gender balance
Slide 14: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 15: Very robust 2025 results and free cash flow at a record level
02| HIGHLIGHTS AND KEY FIGURES Very robust 2025 results and free cash flow at a record level Sales, as published, Increase in net profit Very significant stable attributable to the year-on-year year-on-year Group despite the improvement in net exceptional income tax Sales +1.3% year-on-year debt at
Slide 16: Group key figures in 2025
02| HIGHLIGHTS AND KEY FIGURES Group key figures in 2025 +0.1 +120 Group Group sales 56.8 56.9 2,655 COPA 2,535 (€bn) (a) +0.2% (€m) 2024 2025 2024 2025 Net profit +149 +1,862 Group attributable 1,058 1,207 1,138 -69 +80 net debt to the Group (€m) (€m) (4,204) (6,066) 2024 2025 Except. 2025 End-Dec
Slide 17: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 18: Health & safety - a Group priority
03 | OUR PEOPLE Health & safety - a Group priority Keeping health & safety standards high Frequency rate of workplace accidents resulting in time off work(a) (Group) A slight increase in the frequency rate of workplace accidents resulting in time off work between 2024 and 2025, reaching 3.75. 5,11 4
Slide 19: Diversity & Inclusion - a driver for performance and cohesion
03 | OUR PEOPLE Diversity & Inclusion - a driver for performance and cohesion Increasing gender balance in key positions and guaranteeing equal opportunities with our People First approach as part of our broader HR strategy. COMMITMENTS A structured policy with transparent governance: roll-out in al
Slide 20: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 21: Review of operations
Review of operations In Switzerland, VSL International, a Bouygues Construction subsidiary, helped to build one of world’s first prestressed timber bridges. 21 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 22: Colas Film
Colas Film Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 23: Construction Division backlog at a very high level
04 | REVIEW OF OPERATIONS Construction Division backlog at a very high level France Europe excl. France International excl. Europe Backlog +1% like-for-like and at constant exchange rates -1% 32.2 32.0 27.3 28.4 13.3 12.8 -4% (a) 9.6 10.8 8.7 8.9 +2% (a) 8.5 8.2 9.2 9.4 10.2 10.2 = (a) End-Dec 2022
Slide 24: Construction Division backlog providing visibility on future activity
04 | REVIEW OF OPERATIONS Construction Division backlog providing visibility on future activity Construction Division backlog (€bn) The share of backlog at end-2025 to be executed within 12 months was broadly stable yoy Bouygues Construction Colas Bouygues Immobilier Backlog Roads Rail +1% 32.2 31.7
Slide 25: Construction Division sales +1% yoy
04 | REVIEW OF OPERATIONS Construction Division sales +1% yoy Roads Rail Sales Stable yoy +13% yoy €16.0bn o/w +3% in France €m 2025 2024 Change (b) Sales(a) 27,845 27,508 +1% -2% internationally (c) o/w Colas 16,020 15,907 +1% (d) o/w Bouygues Construction 10,618 10,340 +3% +2% yoy Exchange rate ef
Slide 26: Construction Division COPA up €155m yoy
04 | REVIEW OF OPERATIONS Construction Division COPA up €155m yoy €m 2025 2024 Change Sales(a) 27,845 27,508 +1% o/w Colas 16,020 15,907 +1% o/w Bouygues Construction 10,618 10,340 +3% COPA up €34m yoy o/w Bouygues Immobilier 1,388 1,451 -4% COPA €586m Margin from activities at 3.7%, +0.2 pts yoy o/
Slide 27: Bouygues Construction film
Bouygues Construction film Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 28: Review of operations
Review of operations Axima Marine (Equans) is equipping Multi-Mission frigates with an HVAC and NRBC (Nuclear, Radiological, Biological and Chemical) protection system. 28 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 29: Full-year key figures at Equans
04 | REVIEW OF OPERATIONS Full-year key figures at Equans Order intake of €18.3bn, stable yoy, reflecting the selective Backlog approach to contracts strategy, especially regarding major €m 2025 2024 Change projects €25.4bn ▪ Yoy increase in order intake on contracts of < €5m, Sales 18,699 19,170 -2
Slide 30: Very satisfactory roll-out of the Perform plan
04 | REVIEW OF OPERATIONS Very satisfactory roll-out of the Perform plan Sales growth of 6% over 2023-2025 Average annual sales growth Group sales (€bn) +2% between 2023 and 2025 +6% 18.8 19.2 18.7 17.7 • Equans' activities are at the heart of the environmental, digital and industrial transitions •
Slide 31: Very satisfactory roll-out of the Perform plan
04 | REVIEW OF OPERATIONS Very satisfactory roll-out of the Perform plan Margin from activities ahead of the targets set at the 2023 CMD Margin from activities (%) Margin from activities almost doubled +2.1 pts between end-2022 and end-2025 4.4% 3.5% • 2023 margin from activities of 2.9%, at the top
Slide 32: Very satisfactory roll-out of the Perform plan
04 | REVIEW OF OPERATIONS Very satisfactory roll-out of the Perform plan Very strong cash generation over 2023-2025 Cash conversion rate (COPA-to-cash flow) before WCR Net surplus cash (€m) 100% +2,297 90% 98.4% 96.3% 2,097 80% 85.5% 70% 1,517 60% 50% 981 40% 30% 20% 181 10% 0% -200 2023 2024 2025 E
Slide 33: Outlook for Equans
04 | REVIEW OF OPERATIONS Outlook for Equans Equans continues to roll out its strategic Plan and, for 2026, is aiming for: Sales Stable sales vs 2025, at constant exchange rates Margin from activities (a) Margin from activities of 5%, a year ahead of the targets set at the 2023 CMD A cash conversion
Slide 34: Equans film
Equans film Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 35: Review of operations
Review of operations Launch of the new b.tv decoder, the first AI-powered TV decoder in France. 35 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 36: Robust Fixed commercial performance, in volume and value
04 | REVIEW OF OPERATIONS Robust Fixed commercial performance, in volume and value Continuation of strategy that focuses on convergence and quality 5.4 5.2 Fixed customer base 4.9 5.4 million (millions of customers) and share of FTTH 4.4 4.7 73% 81% 86% Fixed customers +267,000 Fixed customers in 20
Slide 37: Good commercial momentum in Mobile in a competitive environment
04 | REVIEW OF OPERATIONS Good commercial momentum in Mobile in a competitive environment Continued positive impact of B.iG on convergence, customer satisfaction and churn 18.3 18.6 14.8 15.2 15.5 +316,000 Mobile plan customers in 2025, 18.6 million o/w +86,000 in Q4 2025 Mobile plan customer base e
Slide 38: Full-year key figures at Bouygues Telecom
04 | REVIEW OF OPERATIONS Full-year key figures at Bouygues Telecom La Poste Telecom has been consolidated in Bouygues Telecom's financial statements since 1 November 2024 €m 2025 2024 Change Sales billed to Sales billed to customers excluding La Poste Telecom Sales 8,098 7,820 +4% (a) customers bro
Slide 39: 2026 outlook for Bouygues Telecom confirmed
04 | REVIEW OF OPERATIONS 2026 outlook for Bouygues Telecom confirmed Bouygues Telecom is targeting: Sales billed to customers (a) Close to the level of 2025 EBITDA after Leases (b) And showing modest growth versus 2023, excluding La Poste Telecom Close to €1.3bn (excluding frequencies), confirming
Slide 40: Update on SFR
04 | SFR Update on SFR In its press release of 17 April 2026, the Bouygues group announced that Bouygues Telecom, Free-iliad Group and Orange had entered exclusive negotiations with the Altice France group for the acquisition of SFR. The new offer submitted covers the acquisition of the majority of
Slide 41: Review of operations
Review of operations 41 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 42: Full-year key figures at the TF1 group
04 | REVIEW OF OPERATIONS Full-year key figures at the TF1 group TF1 group's audience 34.5% of WPDM<50 (a), +1 pt yoy leadership confirmed €m 2025 2024 Change 30.9% of individuals aged between 25 and 49, +0.4 pts yoy Sales 2,297 2,356 -3% (a) o/w Media 1,921 2,011 -4% TF1+, the leading free 38 milli
Slide 43: 2026 outlook for the TF1 group
04 | REVIEW OF OPERATIONS 2026 outlook for the TF1 group Capitalising on its strategy, on its new digital initiatives and on its solid financial position, the TF1 group’s targets are as follows: Digital (a) Strong double-digit revenue growth in digital in 2026 Dividends Aim for a growing dividend po
Slide 44: TF1 film
TF1 film Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 45: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 46: A new Group environmental strategy rolled out in 2025
05 | ENVIRONMENTAL STRATEGY GROUP SITUATION A new Group environmental strategy rolled out in 2025 Drawing on the strategies of its business segments, the Bouygues group has made six pledges under two headline goals: REDUCE THE ENVIRONMENTAL IMPACT OF OUR OPERATIONS REDUCE OUR CONSUME RELIEVE PRESSUR
Slide 47: Environmental strategy: Reducing our impact (1/2)
05 | ENVIRONMENTAL STRATEGY GROUP SITUATION Environmental strategy: Reducing our impact (1/2) REDUCE OUR GREENHOUSE GAS EMISSIONS EMBRACE CIRCULAR RELIEVE PRESSURE ON PRACTICES ECOSYSTEMS Reducing emissions Decarbonising energy Decarbonising materials Recycled steel represents 32% of the land area o
Slide 48: Environmental strategy: Supporting the environmental transition (2/2)
05 | ENVIRONMENTAL STRATEGY GROUP SITUATION Environmental strategy: Supporting the environmental transition (2/2) HELP OUR CUSTOMERS ADAPT EDUCATE AND ENGAGE OUR EXPAND SUSTAINABLE ACTIVITIES AND BUILD RESILIENCE STAKEHOLDERS Operate in sustainable industries Sales (€) from climate adaptation 7,360
Slide 49: Greenhouse gas emissions continue to fall
05 | ENVIRONMENTAL STRATEGY GROUP SITUATION The Group’s greenhouse gas emissions continue to fall, totalling 19.4 Mt of CO2 eq. in in 2025 Between 2024 and 2025, the Group’s After a fall between 2023 and emissions fell by 1.6 2024 of 0.3 Mt of CO2 eq. Mt of CO2 eq. Colas, Equans and Bouygues Constru
Slide 50: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 51: Report of the Ethics, CSR and Patronage Committee
06 | CSR, ETHICS AND PATRONAGE Presentation Report of the Ethics, CSR and Patronage Committee Clara Gaymard Chairwoman of the Ethics, CSR and Patronage Committee 51 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 52: Ethics, CSR and Patronage Committee
06 | CSR, ETHICS AND PATRONAGE Ethics, CSR and Patronage Committee Membership • Clara Gaymard, independent director and chairwoman • Nathalie Bellon-Szabo, independent director • Raphaëlle Deflesselle, a director representing employee shareholders Remit • Defines the rules of conduct and guiding pri
Slide 53: Ethics
06 | CSR, ETHICS AND PATRONAGE Ethics Main work on the theme of ethics in 2025 • Approval and monitoring of the 2025 ethics and compliance roadmap • Quarterly monitoring of the number and types of whistleblowing alerts raised: 691 in 2025 (versus 528 in 2024 and 430 in 2023) • Monitoring of specific
Slide 54: CSR
06 | CSR, ETHICS AND PATRONAGE CSR Main work on the theme of CSR in 2025 • Review of the CSR and Climate Strategy and 2025-2026 outlook. Monitoring of non-financial performance indicators and rating agency assessments. • 2025 sustainability statement - review of the double materiality matrix and dra
Slide 55: Patronage and sponsorship in 2025
06 | CSR, ETHICS AND PATRONAGE Patronage and sponsorship in 2025 2026 €1,600,000 94% patronage Bouygues SA 6% sponsoring Repositioning of the patronage and sponsorship policy: 1. Equal opportunities 2. Housing and inclusion 3. Health, research and innovation EDUCATION THE ENVIRONMENT 4. The environm
Slide 56: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Climate strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on resolution
Slide 57: Condensed consolidated income statement
07 | 2025 FINANCIAL STATEMENTS Condensed consolidated income statement €m 2025 2024 Change (a) Sales 56,877 56,752 +0.2% Current operating profit/(loss) from activities 2,655 2,535 +120 (c) Amortisation and impairment of intangible assets recognised in acquisitions (PPA) (100)(b) (97) -3 Current ope
Slide 58: Change in net debt position in 2025 (1/2)
07 | 2025 FINANCIAL STATEMENTS Change in net debt (a) position in 2025 (1/2) €m Net debt at 31/12/2024 Net debt at 31/12/2025 Operations and other Change in (4,204) Acquisitions/ shareholders’ equity disposals (b) and other (c) Dividends (d) +2,552 -76 +251 (6,066) -865 2024 (6,251) -1,148 -61 -816
Slide 59: Change in net debt position in 2025 (2/2)
07 | 2025 FINANCIAL STATEMENTS Change in net debt (a) position in 2025 (2/2) €m Breakdown of operations +4,180 -455 3,725 Repayment of lease obligations -1,917 -197 2,552 +941 1,808 Forex & other 0 Net capex (c) Change in WCR Frequencies Net cash flow (b) Net cash flow Free cash flow before includin
Slide 60: Significant debt reduction over 3 years, dividend part of long-term strategy
07 | 2025 FINANCIAL STATEMENTS Significant debt reduction over 3 years, dividend forming part of a long-term strategy Group net debt Dividend in respect of FY paid in FY+1 (€m) (€ per share) End-Dec 2022 End-Dec 2023 End-Dec 2024 End Dec 2025 2.10 2.00 1.90 1.80 (4,204) (6,251) (6,066) (7,455) 2022
Slide 61: A robust financial structure
07 | 2025 FINANCIAL STATEMENTS A robust financial structure VERY SIGNIFICANT YOY IMPROVEMENT IN NET GEARING TO 28% VERY HIGH LEVEL OF LIQUIDITY AT END-DECEMBER 2025 End-Dec End-Dec €m Change 6.4 2025 2024 Shareholders' equity 14,851 14,512 +339 €17.6bn Undrawn MLT facilities Net surplus cash (+)/net
Slide 62: Bouygues SA simplified balance sheet
07 | 2025 FINANCIAL STATEMENTS Bouygues SA full-year financial statements - Simplified balance sheet €m End-Dec 2025 End-Dec 2024 Change Non-current assets 16,303 16,285 +18 Current assets 307 257 +50 Cash and cash equivalents 4,283 2,829 +1,454 TOTAL ASSETS 20,893 19,371 +1,522 Shareholders' equity
Slide 63: Bouygues SA simplified income statement
07 | 2025 FINANCIAL STATEMENTS Bouygues SA full-year financial statements - Simplified income statement €m 2025 2024 Change Sales 119 110 +9 Operating profit/(loss) (72) (50) -22 Financial income and expenses 942 833 +109 Profit/(loss) before tax and exceptional items 870 783 +87 Other operating inc
Slide 64: Audit Committee report
07 | 2025 FINANCIAL STATEMENTS Presentation Audit Committee report Benoît Maes Chairman of the Audit Committee 64 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 65: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 66: Statutory Auditors’ reports issued in respect of the financial year 2025
08 | AUDITORS’ REPORTS Statutory Auditors’ reports issued in respect of the financial year 2025 Combined Annual General Meeting of 23 April 2026 66 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 67: Combined Annual General Meeting – 23 April 2026 | Bouygues group
67 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 68: 1. Sustainability Statement
1. Sustainability Statement 68 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 69: Combined Annual General Meeting – 23 April 2026 | Bouygues group
69 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 70: Combined Annual General Meeting – 23 April 2026 | Bouygues group
70 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 71: 2. Reports issued for the Ordinary General Meeting
2. Reports issued for the Ordinary General Meeting 71 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 72: Combined Annual General Meeting – 23 April 2026 | Bouygues group
72 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 73: Combined Annual General Meeting – 23 April 2026 | Bouygues group
73 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 74: Combined Annual General Meeting – 23 April 2026 | Bouygues group
74 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 75: Combined Annual General Meeting – 23 April 2026 | Bouygues group
75 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 76: 3. Reports issued for the Extraordinary General Meeting
3. Reports issued for the Extraordinary General Meeting 76 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 77: Combined Annual General Meeting – 23 April 2026 | Bouygues group
77 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 78: Combined Annual General Meeting – 23 April 2026 | Bouygues group
78 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 79: Combined Annual General Meeting – 23 April 2026 | Bouygues group
79 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 80: Combined Annual General Meeting – 23 April 2026 | Bouygues group
80 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 81: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 82: Report of the Governance, Selection and Remuneration Committee
09 | GOVERNANCE Presentation Report of the Governance, Selection and Remuneration Committee Pascaline de Dreuzy Chairwoman of the Governance, Selection and Remuneration Committee 82 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 83: Composition of the Board of Directors
09 | GOVERNANCE Composition of the Board of Directors Resolutions 13 and 14 Two terms of office are set to expire at the end of the 2026 AGM • Benoît Maes, independent director • Alexandre de Rothschild, director Proposed renewal for a period of three years 83 Combined Annual General Meeting – 23 Ap
Slide 84: Composition of the Board of Directors
09 | GOVERNANCE Composition of the Board of Directors Independence of the Board • Review by the Board of the independence of each director on the basis of the independence criteria set out in the Afep-Medef code. • Result: 5 out of 10 directors are independent*: N. Bellon-Szabo, F. Burelle, C. Gayma
Slide 85: Composition of the Board of Directors
09 | GOVERNANCE Composition of the Board of Directors If resolutions 13 and 14 are approved Gender balance, independence, average age, tenure At 31 December 2025 After the 2026 AGM Directors 14 14 Women 58% (7 out of 12)a 58% (7 out of 12)a Independent directors 50% (5 out of 10)b 50% (5 out of 10)b
Slide 86: Composition of the Board of Directors
09 | GOVERNANCE Composition of the Board of Directors If resolutions 13 and 14 are approved Committee membership GOVERNANCE, ETHICS, CSR AND AUDIT SELECTION AND PATRONAGE REMUNERATION CHAIR Benoît Maes Pascaline de Dreuzy Clara Gaymard Pascaline de Dreuzy Nathalie Bellon-Szabo Benoît Maes MEMBERS Cl
Slide 87: Report of the Governance, Selection and Remuneration Committee
09 | GOVERNANCE Presentation Report of the Governance, Selection and Remuneration Committee Pascaline de Dreuzy Chairwoman of the Governance, Selection and Remuneration Committee 87 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 88: Recap of the remuneration package for Executive Officers in respect of 2025
09 | GOVERNANCE Recap of the remuneration package for Executive Officers in respect of 2025 Resolutions 9, 10, 11 and 12 ▪ Fixed remuneration ▪ For the Chief Executive Officer and the two Deputy Chief Executive Officers o Annual variable remuneration (max. 160% of fixed remuneration) o Long-term var
Slide 89: Remuneration in 2025 Ex post say on pay
Remuneration in 2025 Ex post say on pay 89 Combined Annual General Meeting – 23 April 2026 | Bouygues group The Bouygues logo at the Pollutec trade fair, France, 2025.
Slide 90: 2025 remuneration of Martin Bouygues
09 | GOVERNANCE 2025 remuneration of Martin Bouygues, Chairman of the Board of Directors Resolution 9 Fixed remuneration €490,000 Remuneration for €69,230 serving as a director Benefits in kind €28,425 Health cover €1,440 Supplementary No entitlement in respect of pension schemes 2025 • No variable
Slide 91: 2025 remuneration of the CEO and Deputy CEOs
09 | GOVERNANCE 2025 remuneration of the Chief Executive Officer and of the Deputy Chief Executive Officers Resolutions 10, 11 and 12 Executive Officers Fixed remuneration Annual variable Long-term variable remuneration in shares remuneration subject to performance conditions (LTI) 153% of fixed rem
Slide 92: 2025 remuneration of the CEO and Deputy CEOs
09 | GOVERNANCE 2025 remuneration of the Chief Executive Officer and of the Deputy Chief Executive Officers Resolutions 10, 11 and 12 Executive Officers Other components of remuneration ▪ Benefits in kind: €52,561 Olivier Roussat ▪ Collective death, disability and health cover: €42,837 CEO ▪ Supplem
Slide 93: Directors’ remuneration for 2025
09 | GOVERNANCE Directors’ remuneration for 2025 Resolution 8 Chair (C) or Member (M) of a Committee Remuneration paid by Governance, Selection & Ethics, CSR & Bouygues Audit Remuneration Patronage Martin Bouygues €69,230 Olivier Bouygues €55,200 Charlotte Bouygues €34,390* Cyril Bouygues €55,200 Ed
Slide 94: Remuneration policy 2026 ex ante say on pay
Remuneration policy 2026 ex ante say on pay 94 Combined Annual General Meeting – 23 April 2026 | Bouygues group The Bouygues logo at the Pollutec trade fair, France, 2025.
Slide 95: 2026 remuneration policy applicable to Martin Bouygues
09 | GOVERNANCE 2026 remuneration policy applicable to Martin Bouygues, Chairman of the Board of Directors Resolution 6 Fixed remuneration €490,000 Remuneration for serving as a director €80,500 Benefits in kind • Company car • Part-time personal assistant • Chauffeur/security guard Collective death
Slide 96: 2026 remuneration policy applicable to the CEO and Deputy CEOs
09 | GOVERNANCE 2026 remuneration policy applicable to the CEO and Deputy CEOs Resolution 7 Executive Remuneration Long-term remuneration in shares Officers Fixed Annual variable 2026 - 2028 LTI “Accélération Equans” plan Olivier Roussat €1,500,000 The amount depends on the level of Max. 150,000 sha
Slide 97: 2026 remuneration policy for directors
09 | GOVERNANCE 2026 remuneration policy for directors Resolution 5 Chairman of the Board of Directors €80,500 Director €55,200 Chairman of the Audit Committee €43,700 Member of the Audit Committee €21,850 Chair of any other committee €34,500 (Governance, Selection and Remuneration - Ethics, CSR and
Slide 98: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 99: 2026 outlook for the Bouygues group
10 | OUTLOOK 2026 outlook for the Bouygues group The Bouygues group’s business segments are driving growth, and their diversity enables the Group to grow over the long term and demonstrate sustained resilience. In a highly uncertain macroeconomic and geopolitical environment, the Group will remain a
Slide 100: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 101: Q&A
Q&A Challenger | Thursday 23 April 2026 Equans is working on the renovation of the Beveren Tunnel in Antwerp, Belgium, as part of a consortium.
Slide 102: Contents
Contents 01 The Group 07 2025 financial statements 02 2025 key figures 08 Auditors’ reports 03 Our people 09 Governance 04 2025 review of operations 10 Outlook 05 Environmental strategy 11 Q&A Applying road marking paint - British Columbia, Canada (Colas) 06 CSR, ethics and patronage 12 Vote on reso
Slide 103: How to operate the voting keypads
12 | VOTE ON RESOLUTIONS How to operate the voting keypads 1 2 How to vote: Smart card: Just press the key The keypad only works if your corresponding to your choice: smart card is correctly inserted 1 = For 2 = Against 3 = Abstention Message on the bottom line of the keypad display: "acquitté": You
Slide 104: First resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting First resolution Approval of the parent company financial statements for the year ended 31 December 2025 1 2 3 FOR AGAINST ABST. 104 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 105: Second resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Second resolution Approval of the consolidated financial statements for the year ended 31 December 2025 1 2 3 FOR AGAINST ABST. 105 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 106: Third resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Third resolution Appropriation of 2025 earnings and setting of dividend 1 2 3 FOR AGAINST ABST. 106 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 107: Fourth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Fourth resolution Approval of the regulated agreements specified in Articles L. 225-38 et seq of the French Commercial Code 1 2 3 FOR AGAINST ABST. 107 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 108: Fifth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Fifth resolution Approval of the remuneration policy for directors 1 2 3 FOR AGAINST ABST. 108 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 109: Sixth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Sixth resolution Approval of the remuneration policy for the Chairman of the Board of Directors 1 2 3 FOR AGAINST ABST. 109 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 110: Seventh resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Seventh resolution Approval of the remuneration policy for the Chief Executive Officer and Deputy Chief Executive Officers 1 2 3 FOR AGAINST ABST. 110 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 111: Eighth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting 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 1 2 3 FOR AGAINST ABST. 111 Combined Annual General Meeting – 23 April 2026 | Bouygues gr
Slide 112: Ninth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Ninth resolution Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2025 financial year to Martin Bouygues, Chairman of the Board of Directors 1 2 3 FOR AGAINST ABST. 112 Combined A
Slide 113: Tenth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Tenth resolution Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2025 financial year to Olivier Roussat, Chief Executive Officer 1 2 3 FOR AGAINST ABST. 113 Combined Annual Gener
Slide 114: Eleventh resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Eleventh resolution Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2025 financial year to Pascal Grangé, Deputy Chief Executive Officer 1 2 3 FOR AGAINST ABST. 114 Combined Annu
Slide 115: Twelfth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Twelfth resolution Approval of the components of the total remuneration and benefits of all kinds paid during or awarded in respect of the 2025 financial year to Edward Bouygues, Deputy Chief Executive Officer 1 2 3 FOR AGAINST ABST. 115 Combined Ann
Slide 116: Thirteenth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Thirteenth resolution Renewal of the term of office of Benoît Maes as a director 1 2 3 FOR AGAINST ABST. 116 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 117: Fourteenth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Fourteenth resolution Renewal of the term of office of Alexandre de Rothschild as a director 1 2 3 FOR AGAINST ABST. 117 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 118: Fifteenth resolution
12 | VOTE ON RESOLUTIONS Ordinary General Meeting Fifteenth resolution Authorisation to the Board of Directors to trade in the company’s shares, for a period of eighteen months 1 2 3 FOR AGAINST ABST. 118 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 119: Sixteenth resolution
12 | VOTE ON RESOLUTIONS Extraordinary General Meeting Sixteenth resolution Authorisation to the Board of Directors, for a period of eighteen months, to reduce the share capital by cancelling shares held by the company 1 2 3 FOR AGAINST ABST. 119 Combined Annual General Meeting – 23 April 2026 | Bou
Slide 120: Seventeenth resolution
12 | VOTE ON RESOLUTIONS Extraordinary General Meeting Seventeenth resolution 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
Slide 121: Eighteenth resolution
12 | VOTE ON RESOLUTIONS Extraordinary General Meeting Eighteenth resolution 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 corpora
Slide 122: Nineteenth resolution
12 | VOTE ON RESOLUTIONS Extraordinary General Meeting Nineteenth resolution Authorisation to the Board of Directors, for a period of twenty-six months, to allot existing or new shares free of charge as a retirement benefit, entailing the waiver by shareholders of their pre-emptive rights, in favour
Slide 123: Twentieth resolution
12 | VOTE ON RESOLUTIONS Extraordinary General Meeting Twentieth resolution 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 1 2 3 FOR
Slide 124: Twenty-first resolution
12 | VOTE ON RESOLUTIONS Extraordinary General Meeting Twenty-first resolution Powers to accomplish formalities 1 2 3 FOR AGAINST ABST. 124 Combined Annual General Meeting – 23 April 2026 | Bouygues group
Slide 125: Thank you.
(Coousu) ) ee) 0 Thank you.
Slide 126: Making progress become reality
Making progress become reality