Bouygues : Convening Notice published in the Balo of 3 April 2026 (convening notice va)

About this update from Bouygues Sa

This free English translation is provided for convenience purposes only and has no legal value. All times are Central European Times (CET). BOUYGUES A Société Anonyme (public limited company) with a share capital of €385,323,631 Registered office: 32 avenue Hoche, 75008 Paris, France Company Registration No. 572 015 246 Paris Shareholders are convened to the Combined Annual General Meeting that will take place on Thursday 23 April 2026 at 3.00pm (CET) at Challenger, 1 avenue Eugène Freyssinet, Guyancourt, 78061 Saint-Quentin-en-Yvelines, France, to consider the agenda and draft resolutions below. Shareholders are invited to regularly consult the Annual General Meeting page for 2026 on the corporate website https://www.bouygues.com under section Investors & shareholders > Investing in Bouygues > Annual General Meeting where the arrangements for holding and participating in the Annual General meeting are mentioned. The meeting will be webcast live, in full. A link to the live webcast of the meeting will be available on the day of the meeting on the Bouygues website under: Investors & shareholders > Investing in Bouygues > Annual General Meeting . The recording will be available on the Bouygues website under: Investors & shareholders > Investing in Bouygues > Annual General Meeting no later than seven business days after the date of the meeting and for at least two years from the date it is posted online. Agenda Ordinary General Meeting ‌Approval of the 2025 parent company and consolidated financial statements, appropriation of earnings and setting of dividend Approval of the parent company financial statements for the year ended 31 December 2025. Approval of the consolidated financial statements for the year ended 31 December 2025. Appropriation of 2025 earnings and setting of dividend. ‌Approval of regulated agreements Approval of the regulated agreements specified in Articles L. 225-38 et seq of the Commercial Code. ‌Approval of the remuneration policy for corporate officers Approval of the remuneration policy for directors. Approval of the remuneration policy for the Chairman of the Board of Directors. Approval of the remuneration policy for the Chief Executive Officer and Deputy Chief Executive Officers. ‌Approval of the remuneration of corporate officers in respect of 2025 Approval of the information about the remuneration of corporate officers mentioned in paragraph I of Article L. 22-10-9 of the Commercial Code. 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. 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. 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. 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. ‌Renewal of the terms of office of two directors Renewal of the term of office of Benoît Maes as a director. Renewal of the term of office of Alexandre de Rothschild as a director. ‌Authorisation for the company to buy back its own shares Authorisation to the Board of Directors to trade in the company's shares, for a period of eighteen months. Extraordinary General Meeting ‌Financial authorisations and delegations of competence to the Board of Directors Authorisation to the Board of Directors, for a period of eighteen months, to reduce the share capital by cancelling shares held by the company. 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. 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. 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 employees or corporate officers of the company or related companies. 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. ‌Powers to accomplish formalities Powers to accomplish formalities. The draft resolutions that will be submitted for approval by the general meeting are in the Notice of Meeting published in the Bulletin des Annonces Légales Obligatoires of 9 March 2026, No. 29. Those draft resolutions as published remain unchanged. Participation in the meeting All shareholders are entitled to participate in this meeting regardless of the number of shares they hold, under the conditions stipulated below, either by attending in person, or by being represented by a natural person or legal entity of their choice, or by the Chairman of the meeting, or by voting by correspondence. Bouygues also gives shareholders the option of voting by internet, before the meeting, on the Votaccess secure platform that can be accessed as indicated below. In accordance with the provisions of Article R. 22-10-28 III of the Commercial Code, when a shareholder has already voted by correspondence, sent a proxy, or requested an admission card "carte d'admission" or a participation certificate "attestation de participation" to attend the meeting, he or she may no longer choose to participate in a different manner. Formalities for participating in the meeting Only shareholders having confirmed their status at the latest on the fifth business day preceding the meeting, namely by and before Thursday 16 April 2026 (CET), in the manner indicated below, may participate in the meeting. For all shareholders wishing to attend the meeting, be represented or vote by correspondence, it is mandatory: − In the case of registered shareholders: for their shares to be entered in the registered share account by and before Thursday 16 April 2026 (CET). − In the case of bearer shareholders: for the authorised intermediary managing their securities account, to prepare a participation certificate "attestation de participation" confirming book entry of their shares in its account by and before Thursday 16 April 2026 (CET). Arrangements for participating in the meeting Attending the meeting Shareholders wishing to attend the meeting in person must request an admission card "carte d'admission" as early as possible in order to receive it in time. Requesting an admission card "carte d'admission" by post Registered shareholders can request an admission card "carte d'admission" from Bouygues, Service Titres, 32 avenue Hoche, 75008 Paris, France (toll-free number from a fixed line in France only: 0 805 120 007). Registered shareholders who have not received their admission card may attend the meeting directly. Bearer shareholders can ask the authorised intermediary managing their securities account to ensure that Bouygues sends them an admission card "carte d'admission" on the basis of the participation certificate "attestation de participation" issued by said intermediary. Said admission card can be used directly to attend the meeting in person. Should bearer shareholders not receive their admission card in time or if they mislay it, they can ask the authorised intermediary managing their securities account to issue the participation certificate directly to them and attend the meeting with said participation certificate. Requesting an admission card "carte d'admission" by internet Registered shareholders can request an admission card "carte d'admission" on the Votaccess secure platform by connecting to the https://serviceactionnaires.bouygues.com website and entering their login and password sent to them by Bouygues in the post. Shareholders must follow the instructions displayed on the screen. Bearer shareholders whose financial intermediary managing their securities account is a member of the Votaccess secure platform can connect to the internet portal of their financial intermediary with their usual login codes and click on the icon displayed on the line corresponding to Bouygues shares to access Votaccess. Shareholders must follow the instructions displayed on the screen. Voting by correspondence Voting by correspondence by post Shareholders not attending the meeting and wishing to vote by correspondence must do as follows: − In the case of registered shareholders: return the postal vote form sent to them with the Convening Brochure, to Bouygues, Service Titres, 32 avenue Hoche, 75008 Paris, France. − In the case of bearer shareholders: ask the authorised intermediary which manages their securities account for a postal vote form. The postal vote form is also be available from Thursday 2 April 2026 on the company's website at https://www.bouygues.com under Investors & shareholders > Investing in Bouygues > Annual General Meeting. The duly completed and signed postal vote forms (accompanied by the participation certificate "attestation de participation" in the case of the bearer shareholders) must be effectively received by Bouygues, Service Titres, 32 avenue Hoche, 75008 Paris, France and received no later than midnight (CET) on Sunday 19 April 2026 (at the end of the calendar day). Voting by correspondence by internet Bouygues gives shareholders the option of voting by internet, before the meeting, on a dedicated secure website, under the following conditions: − Registered shareholders can connect to the https://serviceactionnaires.bouygues.com website by entering their login and password, and clicking on "Vote by internet" on the home page. − Bearer shareholders whose financial intermediary managing their securities account is a member of the Votaccess secure platform can connect to the internet portal of their financial intermediary with their usual login codes and click on the icon displayed on the line corresponding to Bouygues shares to access Votaccess. Shareholders must then follow the instructions displayed on the screen. Votaccess will be open from Friday 3 April 2026 at 9.00am (CET) until Wednesday 22 April 2026 at 3.00pm (CET), the last business day preceding the meeting. In order to avoid potential congestion on Votaccess, shareholders are advised not to wait until the last few days before the meeting to connect and vote. Designating a proxy Shareholders not attending the meeting may be represented by giving proxy to the Chairman of the meeting, their spouse, their civil-union (PACS) partner, another shareholder or any other natural person or legal entity of their choice, in accordance with Articles L. 225-106 and L. 22-10-39 of the Commercial Code. In accordance with the provisions of Article R. 225-79 of the Commercial Code, the proxy given by a shareholder must be signed by the shareholder. He/she shall indicate his/her last name, first name and address, and may designate a representative, whose last name, first name and address must be given, or, in the case of a legal entity, the denomination or corporate name and the registered office. The representative is not authorised to replace himself/herself by another person. When no representative is designated as the proxy, the Chairman of the meeting will vote for draft resolutions presented or approved by the Board of Directors and vote against all other draft resolutions. To cast a different vote, shareholders must designate a representative who will agree to vote in the way they indicate. Shareholders may revoke the designation of their representative, provided the revocation is made in writing and communicated to the company in the same manner as the designation. Designating a proxy by post Shareholders who wish to be represented must do as follows: − In the case of registered shareholders: return to the company in the manner indicated below the proxy vote form sent to them with the Convening Brochure. − In the case of bearer shareholders: ask the authorised intermediary managing their securities account for a proxy vote form. The proxy vote form will also be available on the company's website at www.bouygues.com , under Investors & shareholders > Investing in Bouygues > Annual General Meeting. The duly completed and signed proxy vote forms (accompanied by the participation certificate "attestation de participation" in the case of the bearer shareholders) must be sent by post to Bouygues, Service Titres, 32 avenue Hoche, 75008 Paris, France and received at the latest on the day preceding the meeting, namely Wednesday 22 April 2026 at 3.00pm (CET). Designating a proxy by internet Shareholders who wish to designate a proxy by internet must do as follows: − In the case of registered shareholders: connect to the https://serviceactionnaires.bouygues.com website by entering their login and password, and clicking on "Vote by internet" on the home page. − In the case of bearer shareholders whose financial intermediary managing their securities account is a member of the Votaccess secure platform: connect to the internet portal of their financial intermediary with their usual login codes and click on the icon displayed on the line corresponding to Bouygues shares to access Votaccess. Shareholders must follow the instructions displayed on the screen. In accordance with the provisions of Article R. 22-10-24 of the Commercial Code, to be taken into account, the designations or revocations of representatives by internet must be received at the latest on the day preceding the meeting, namely Wednesday 22 April 2026 at 3.00pm (CET). Sale of shares by shareholders before the general meeting Shareholders having already returned their single proxy-postal vote form or having requested their admission card "carte d'admission" or participation certificate "attestation de participation" may sell all or part of their shares up to the day of the general meeting. However, if the shares are sold by and before the fifth business day preceding the general meeting (i.e. at the beginning of the calendar day, or 0.00am (CET)), the authorised financial intermediary managing the securities account shall notify the financial institution designated below of the transaction and provide the information required to cancel the vote or amend the number of shares or voting rights corresponding to the vote. No transfer of shares made after 0.00am CET (at the beginning of the calendar day) on the fifth business day preceding the general meeting, by whatever means, will be notified or taken into account, notwithstanding any agreement to the contrary. Written questions In accordance with Article R. 225-84 of the Commercial Code, all shareholders are entitled to submit questions in writing, to which the Board of Directors is obliged to respond during the meeting. A single response may be given to questions addressing the same issue. A question will be considered answered if the response is posted in the Q&A section of the company's website. Written questions shall be submitted at the latest on the fourth business day preceding the meeting, namely midnight (CET) on Friday 17 April 2026 (at the end of the calendar day), either by registered letter with acknowledgement of receipt addressed to the Chairman of the Board of Directors, Bouygues, 32 avenue Hoche, 75008 Paris, France, or by e-mail to [email protected] . In the case of bearer shareholders, questions must be accompanied by a book entry certificate confirming that the bearer shares are in the accounts held by an intermediary mentioned in Article L. 211-3 of the Monetary and Financial Code. Only written questions within the meaning of Article R. 225-84 may be sent to the company; no other requests or notifications concerning other subjects can be considered and/or processed in this way. Documents made available to shareholders The documents that must be made available to shareholders as part of this Annual General Meeting will be made available at the registered office at 32 avenue Hoche, 75008 Paris, France under the conditions stipulated by applicable legal and regulatory provisions. Furthermore, the documents and information provided for in Article R. 22-10-23 of the Commercial Code can be accessed on the company's website https://www.bouygues.com under Investors & shareholders > Investing in Bouygues > Annual General Meeting as of the twenty-first day preceding the meeting. The Board of Directors

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