Shared service agreements between Bouygues, Colas, TF1 and Bouygues Telecom

Purpose: 
The purpose of these agreements is to determine the conditions under which Bouygues provides various services to its subsidiaries, principally management, human resources, information technology, and financial and legal services.

Term: 
The Board meeting of 15 November 2021 authorised the renewal of these agreements for a period of one year starting 1 January 2022.

Financial terms:
The principle behind these agreements is based on rules for allocating and invoicing the cost of shared services, including specific services and a share of residual costs, up to a limit expressed as a percentage of sales of the subsidiary concerned. The share of residual costs is invoiced to the subsidiary concerned at cost plus a margin of 10% for high value-added services and 5% for low value-added services.

Persons concerned: 

  • Shared services agreement between Bouygues and Colas: Olivier Bouygues, Olivier Roussat and Colette Lewiner (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Colas).
  • Shared services agreement between Bouygues and TF1: Olivier Bouygues and Olivier Roussat (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors of TF1).
  • Shared services agreement between Bouygues and Bouygues Telecom: Olivier Bouygues, Edward Bouygues and Olivier Roussat (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom).

Reasons justifying the benefit of these agreements for Bouygues:
Shared service agreements are standard in groups of companies. They enable Bouygues to give its subsidiaries the benefit (in return for a fee) of services and assistance provided by the parent company (principally management, human resources, information technology, and legal and financial services), and to allocate the corresponding expenses between the various user companies.

Shared services agreement between Bouygues and SCDM

Purpose: 
The purpose of this agreement is to determine the conditions under which SCDM supplies Bouygues with certain services (principally research and analysis into strategic developments and the growth of the Bouygues group, multi-year plans, and major investments and divestments). For its part, Bouygues provides SCDM with specific assistance and support services, principally cash management, human resources management and information technology support.

Term: 
The Board meeting of 15 November 2021 authorised the renewal of this agreement for a period of one year starting 1 January 2022.

Financial terms and conditions:
Under the terms of this agreement, SCDM invoices Bouygues for costs actually incurred, subject to a cap of €2 million a year. The specific services Bouygues provides to SCDM are invoiced at arm’s length rates.

Persons concerned:
SCDM, Martin Bouygues, Olivier Bouygues, Edward Bouygues (standing representative of SCDM on the Board of Directors of Bouygues) and Cyril Bouygues (standing representative of SCDM Participations on the Board of Directors of Bouygues).

Reasons justifying the benefit of this agreement for Bouygues
This agreement enables Bouygues to benefit from the services of Martin Bouygues and of the members of the small group that supports him by conducting the research and analysis mentioned above as well as various specific services for the benefit of Bouygues. This agreement also enables Bouygues to be remunerated by SCDM for the various specific services that Bouygues carries out on behalf of SCDM.

Amendment to the internal audit service agreement between Bouygues and Bouygues Telecom

Purpose: 
The purpose of this agreement is to determine the conditions under which Bouygues provides internal audit services to its subsidiary Bouygues Telecom.

Term: 
The Board meeting of 19 January 2022 authorised the signature of an amendment to the internal audit service agreement with Bouygues Telecom, extending it to 30 June 2022.

Financial terms  and conditions:
Fixed fee of €180,000 excluding VAT paid to Bouygues.

Persons concerned:
Bouygues Telecom, Olivier Bouygues, Edward Bouygues and Olivier Roussat (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors).

Reasons justifying the benefit of this agreement for Bouygues
This agreement enables Bouygues to provide its subsidiary (in return for a fee) with internal audit services specific to the telecoms industry that contribute to the smooth running of this subsidiary.

Group tax election agreements

Term: 
At its 17 February 2021 meeting, the Board of Directors authorised the renewal of group tax election agreements entered into with Bouygues Construction and Colas for a period of five years starting 1 January 2022.

Persons concerned:
Bouygues Construction: Olivier Roussat (director) and Pascal Grangé (standing representative of Bouygues on the Board of Directors).
Colas: Olivier Bouygues, Colette Lewiner and Olivier Roussat (directors), and Pascal Grangé (standing representative of Bouygues on the Board of Directors).

Reasons justifying the benefit of this agreement for Bouygues
These agreements enable Bouygues to determine a consolidated taxable profit figure for the Group and to assume sole liability for the resulting corporate income tax.